City Council and Concurrent Authorities
March 12, 2024

Professional Services Contract – CSG CONSULTANTS, INC. – PROJECT NO. WD24028/HIPSTPL-5008(207) EXHIBIT 1
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to, or relate to the negligence, recklessness, or willful misconduct of Design Professional and its employees or agents in the performance of services under this contract, but this indemnity does not apply to liability for damages arising from the sole negligence, active negligence, or willful acts of the City of Stockton; and does not apply to any passive negligence of the City of Stockton unless caused at least in part by the Design Professional. The City of Stockton agrees that in no event shall the cost to defend charged to the Design Professional exceed that professional’s proportionate percentage of fault. This duty to indemnify shall not be waived or modified by contractual agreement or acts of the parties.

5. SCHEDULE AND TERM. Consultant shall perf
orm the scope of work as
described in Exhibit A according to the schedule detailed in Exhibit C, which is attached to this Contract and
incorporated by this reference. This contract
shall commence on the date written above and shall expire on JUNE 30, 2028 , unless extended by mutual agreement through the issuance of a Contract Amendment. a. Invoices submit
ted by Cons
ultant to City must contain a brief description
of work performed, time used and City project number. Payment shall be made within thirty (30) days of approval of invoice by City. b. Upon completion of work and acceptance by City, Consultant shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. City shall have no obligation or liability to pay any invoice for work performed which Consultant fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after work is accepted by City.

6. CONFORMANCE TO APPLICABLE LAWS. Consultant shall comply w ith
all applicable Federal, State, and Municipal laws, rules, and ordinances. Consultant shall not discriminate in the employment of persons or in the provision of services under this Contract on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.

A. TITLE VI
Title VI of th
e Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm .

The City of Stockton requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.

Professional Services Contract – CSG CONSULTANTS, INC. – PROJECT NO. WD24028/HIPSTPL-5008(207)

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c. DISCRIMINATION AND HARASSMENT POLICY
The City of St
ockton has a Discrimination and Harassment Policy
(Exhibit E). The purpose of this policy is to reaffirm the City’s commitment to demonstrating respect for all individuals by strictly prohibiting discrimination and harassment, including sexual harassment in the workplace, to define the types of behavior and conduct prohibited by this policy, and to set forth a procedure for reporting, investigating, and resolving complaints of discrimination and harassment in the workplace. c. LABOR STANDARDS PROVISIONS/CALIFORNIA LABOR CODE
The bidder shall un
derstand that conditions set forth in Chapter 1, Part 7, Division 2 of the California Labor Code shall be considered part of the contract agreement.
https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=L AB&division=2.&title=&part=7.&chapter=1.&article=2.
d. PREVAILING WAGE RATES
Consultant and any
subcontractor shall pay each employee engaged in the
trade or occupation not less than the prevailing hourly wage rate. In accordance with the provisions of Section 1770 of the Labor Code, the Director of Department of Industrial Relations of the State of California has determined the general prevailing rates of wages and employer payments for health and welfare, pension, vacation, travel time, and subsistence pay as provided for in Section 1773.1, apprenticeship or other training programs authorized by Section 3093 and similar purposes applicable to the work to be done. Consultant performing the work under this contract shall obtain a copy of the wage rate determination and shall distribute copies to each subcontractor. As the wage determination for each craft reflects an expiration date, it shall be the prime Consultant and each subcontractor's responsibility to ensure that the prevailing wage rates of concern is current and paid to the employee.
i. The Consultant performing the work shall be responsible for obtaining a copy of the State wage rate determination. State wage rates may be obtained at
http://www.dir.ca.gov/OPRL/pwd/Determinations/Northern/Northern.pdf.

The Consultant shall be responsible for posting said wage rates at a prominent location at the work site and shall maintain same in a good readable condition for the duration of the work.
ii. Should the Consul
tant choose to work on a Saturday, Sunday or on a
holiday recognized by the Labor Unions, the Consultant shall reimburse the City the actual cost of engineering, inspection, superintendence, and or other overhead expenses which are directly chargeable to the Professional Services Contract – CSG CONSULTANTS, INC. – PROJECT NO. WD24028/HIPSTPL-5008(207)

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contract. Should such work be undertaken at the request of the City, reimbursement will not be required. To conform strictly with the provisions of Division 2, Part 7, Chapter 1, Article 2, of the Labor Code of the State of California. To forfeit as a penalty to City the sum of TWENTY FIVE AND NO/100 DOLLARS ($25.00) for each laborer, worker, or mechanic employed by Consultant, or by any subcontractor under Consultant, in the execution of this contract, for each calendar day during which any laborer, worker, or mechanic is required or permitted to work more than eight (8) hours and who is not paid the general prevailing rate of per diem wages for holiday and overtime work in violation of the provisions of Sections 1770 to 1781 of the Labor Code of the State of California. That all sums forfeited under the provisions of the foregoing sections shall be deducted from the payments to be made under the terms of this contract.
iii. PAYROLL RECORDS The Consultant to whom the contract is awarded shall e nsure that the prime and each subcontractor will, in accordance with Section 1776 of the Labor Code, maintain certified payroll records. A copy of said records shall be provided with each invoice to the Public Works Department, Attention: Contract Compliance Officer. It shall be the Consultant’s responsibility to obtain copies of the current prevailing wage rate determination for all subcontractors. Additionally, certified payroll records must be uploaded to the DIR website as required by labor code.
iv. APPRENTICESHIP STANDARDS The Consultant shall comply with the provisions established in Section 1777.5 of the Labor Code concerning the 1) certified approval by local joint apprenticeship committees for the employment and training of apprentices, and 2) contribution of funds to administer and conduct apprenticeship programs, if applicable to the job.
e. APPENDIX E OF
TH

E TITLE VI AS SURANCES
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the Appendix E of the Title VI Assurances attached as Exhibit F.
f. SANCTIONS
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.

7. RIGHTS AND DUTIES OF CITY. City shall make available t o Consultant
all data and information in the possession of City which both parties deem necessary to Professional Services Contract – CSG CONSULTANTS, INC. – PROJECT NO. WD24028/HIPSTPL-5008(207) EXHIBIT 1

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complete the work, and City shall actively aid and assist Consultant in obtaining such information as may be deemed necessary from other agencies and individuals.

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

9. OWNERSHIP OF WO
RK. All reports, drawings, designs , plan review
comments, work product, and all other documents completed or partially completed by Consultant in the performance of this Contract shall become and remain the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Consultant agrees to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Contract. If any materials are lost, damaged, or destroyed before final delivery to the City, the Consultant shall replace them at its own expense. Consultant shall keep materials confidential.

Materials shall not be used for purposes other than performance of services under this Contract and shall not be disclosed to anyone not connected with these services unless the City expressly provides prior written consent.

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

11. TERMINATION. The C
ity may terminate thi s Contract upon thirty (30)
calendar days written notice to Consultant with the reason for termination stated in the notice. The Contract shall then be deemed terminated and no further work shall be performed by Consultant. If the Contract is so terminated, the Consultant shall be paid for that percentage of work actually completed at the time the notice of termination is received.

12. CONSULTANT STATUS. I
n performing the obligations set forth in this
Contract, Consultant shall have the status of an independent contractor and Consul tant shall not be considered to be an employee of the City for any purpose. All persons

Professional Services Contract – CSG CONSULTANTS, INC. – PROJECT NO. WD24028/HIPSTPL-5008(207) EXHIBIT 1
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working for or under the direction of Consultant are its agents and employees, and are not agents of the City. Subcontractors shall not be recognized as having any direct or contractual relationship with the City. The persons engaged in the work, including employees of subcontractors and suppliers , will be considered employees of Consultant. The Consultant shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Contract. The Consultant is responsible to the City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.
a. If in the perform
ance of this Contract any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Consultant.
i. It is further
understood and agreed that Consultant must issue W -2
forms or other forms as required by law for income and
employment tax purposes for all of Consultant’s personnel. ii. As an independent co
ntractor, Consultant hereby indemnifies and
holds City harmless from any and all claims that may be made against the City based upon any contention by any third party that employer-employee relationship exists by reason of this Contract.

13. ASSIGNMENT. Cons
ultant shall not assi gn, sublet, or transfer this
Contract or any interest or obligation in the Contract without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing.

Consultant shall be solely responsible for reimbursing subcontractors.

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

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

To Consultant: CSG

CONSULTANTS,
INC. To City: Public Works Director
550 Pilgrim Drive City of Stockton
Foster City, CA 94404 22 E. Weber Ave., Rm. 301
Stockton, CA 95202

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

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

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

Consultant agrees to maintain such records for a period of three years from the date that final payment is made.

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

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

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

21. GOVERNING LAW. Cal
ifornia law shall govern any l egal action pursuant
to this Contract with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the federal District Court of California, Eastern District, Sacramento Division.

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

23. INTEGRATION AND
MODIFICATION. The response by Consultant to t he
Request for Proposals and the Request for Proposals on file with the City Clerk are hereby incorporated herein by reference to the extent that such documents do not differ from the provisions and terms of this Contract that shall supersede such response to Request for Proposals. This Contract represents the entire integrated agreement between Consultant and City, supersedes all prior negotiations, representations, or agreements, either written or oral, between the parties, and may be amended only by Professional Services Contract – CSG CONSULTANTS, INC. – PROJECT NO. WD24028/HIPSTPL-5008(207) EXHIBIT 1

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written instrument signed by Consultant and City. All exhibits and this contract are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Contract and the attached exhibits, the terms of this Contract will prevail.

24. FEDERAL PROVISIONS. Consultant shall comply with the Federal Aid Consultant Contract
Provisions which are attached hereto as Exhibit G and
incorporated herein by
this reference.

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

26. THIRD PARTY RI GHTS. Nothing i n t his C ontract sh all be co nstrued to give any rights or benefits to anyone other than City and Consultant.

27. AUTHORITY. Th e undersigne d hereby r epresent a nd w arrant t hat t hey are authorized by t
he parties to execute this Contract.

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

CITY OF STOCKT
ON CSG CONSULTANTS, INC.

By: By:

HARRY BLACK Signature

CITY MAN
AGER
ATTEST:

Print Name
By:

ELIZA R. GARZA, CMC Title:

CITY CLERK

APPROVED AS TO FORM
:

By:

DEPUTY CITY ATTORNEY

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Revised Detailed Work Plan
CSG was selected for the Street Resurfacing on Federal-Aid Streets FY23-24 Project (Project) by the City of Stockton (City) on November 20, 2023. In response to the City ’s request o n November 28, CSG modify the project scope of work as described below:

TASK 1 Project Management
Upon issuance of a Notice to Proceed, CSG will schedule a Kickoff meeting with the City and relevant utility companies to clearly identify and discuss the project objectives, scope, schedule and budget. At this meeting, points of contact will be established; schedules reviewed; standards and guidelines identified; and expectations communicated. CSG will continue to set up and manage the project, attend design team meetings and provide continuous coordination. Throughout the entire project, CSG’s Project Manager will act as the single point of contact to coordinate the project with the City.

Services under this task may include the following:
• Kick-off Meeting coordination and attendance
• File Setup and Maintenance, Management, and Sharing
• Schedule updates using Microsoft Project
• Monthly invoices
Task Deliverables:

Schedule Updates, Invoices, Meeting Minutes
TASK 2 Background Research
CSG will identify and collect existing base maps, right -of-way information, record drawings, as-built plans, topographic mapping, photos, utility information, right-of-way maps, assessor and subdivision maps, survey notes, sample improvement plans and specifications from the City and other agencies. Review and determine the extent of any extraordinary maintenance or reconstruction that may be needed. Conduct site reconnaissance of the project site, perform visual assessment of existing site condition , perform topographic survey, request utility maps, and evaluate project impacts to existing roadway and utility improvements and confirm the project scope and approach with City staff.

2.1 Field Investigation
CSG will conduct field investigation to develop base mapping for the Project and identify any project issues. Street and lane widths will be determined based on field measurements taken at representative cross sections to supplement available existing high -resolution imagery. Existing surface facility locations and types will be field verified to assist in utility coordination efforts.

Visual field assessment of existing site conditions will include the following:
• Existing surface facilities ( curb ramps , sidewalk, driveways, drainage swale, pavement markings, aboveground and underground utilities boxes and covers , storm drain inlets, monuments, traffic signals, street furniture, traffic signs, street trees)
• Features on adjacent properties (fences, gates, driveways, walls, walkways, signage, tree roots, mailboxes) • Pavement conditions and limits of base failure repairs needed

2.2 Topographic Survey & Right -of -Way Mapping
UNICO Engineering (UNICO) will perform topographic survey and right of way mapping. UNICO will base its survey on approved City of Stockton NAD83 Horizontal and NAVD88 Vertical Datums. Nearby City control points and benchmarks will be tied and referenced within the survey. Research and review any existing right of way and topographic information and utilize as necessary. Perform detailed (non-aerial) design topographic field surveys and right of way mapping for forty-six (46) non-ADA compliant curb ramps along the following project street segments:

Hammer Lane – 9 Curb Ramps; Riverbrook Road – 28 Curb Ramps, and Brookside Road – 9 Curb Ramps.

UNICO will survey and map curb ramps along the project segments requiring ADA compliance. The limits will include 50 feet beyond each curb return from the first lane striping to a point five feet behind the back of sidewalk. Within these limits, locate str iping, markings, lip of gutter, flowline, top of curb, back of sidewalk, islands, detectable warning surfaces, ramps, grade breaks, expansion joints, and ground shots behind the back of sidewalk. Within the curb ramp itself, locate hard surface features at a maximum of 10 foot spacing. Locate all visible utilities such as utility covers, lids, pull boxes, traffic poles, signals, pedestrian buttons, cabinets, signs, drain inlets, trees, light poles, wood poles, fences, manholes, monuments, and other visible features within the survey limits. Measurements to accessible sewer and storm drain structures will be performed to include pipe size, invert and flow direction. Map all topographic information to include labeling, 1’ contours and 3D digital surface in an AutoCAD based drawing.

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UNICO will facilitate the delivery of an aerial drone ortho-rectified, Hi-Resolution image along the 0.56-mile portion of Hammer Lane between El Dorado Street and Thornton Road and the 0.32 -mile portion of March Lane between West Lane and Montauban Avenue. The image will cover the full corridor length and extend laterally to a point approximately 25 feet behind the existing right of way. Perform minimal field surveys to locate the lip of gutter at key locations along each corridor to confirm pavement widths and aerial image location. The drone image will be ortho-scaled to the ground survey and field surveyed locations.

2.3 Right-of-Way Mapping
UNICO will research right of way, boundary mapping and record documentation to establish the right of way boundaries at up to twenty curb ramp locations. Locate sufficient monumentation to map record right of way boundaries at each curb ramp location. Right of way will be established from recorded information such as parcel maps, subdivision maps, records of surveys, deeds, corner reco rd cards and other readily available public records.

Title reports are not expected to be provided. Should any right of way be lacking sufficient information or discrepancies are discovered, UNICO will request City to provide additional information or titl e reports as needed.

Set durable control points to be preserved for utilization of surveys and for future construction control. It is anticipated that the proposed improvements will be constructed within the public right of way. However, if any proposed improvements are outside the public right of way, for example, curb ramp conforms may be necessary within proposed temporary cons truction easements on private properties, CSG will establish the temporary construction easements as additional services if needed.

Task Deliverables:
• AutoCAD Base File
• Survey Data Point Files

2.4 Utility Research
CSG will coordinate with various utility companies, including Cal Water Service Company, City’s Municipal Utilities Department, PG&E, AT&T, Comcast, to the maximum extent possible that have facilities within the project area to request mapping of their facilities in the area. Utilities impacted by the proposed improvements within the project area will be shown on base map and improvement plans. Copies of utility maps, data and correspondence received firm the utility companies will be submitted to the City for record.

Task Deliverables:
• Utility Maps, Data and Correspondences with Utility Companies TASK 3 Environmental Services (Not Part of Scope per City) City will lead the environmental services.

TASK 4 Utility Coordination
CSG will coordinate with various utility companies, including City’s Municipal Utilities Department, PG&E, AT&T, Comcast, that have facilities within the project area to request mapping of their facilities in the area, identify and minimize utility conflicts, and notify utility companies of facilities or covers which need to be relocated or adjusted to grade because of the proposed improvements, in accordance with the Caltrans’ Manual on High and Low Risk Underground Fac ility within Highway Right of Way. Ut ilities impacted by the proposed improvements within the project area will be shown on improvement plans.

CSG will meet with utility companies to discuss proposed improvements and any potential conflicts, adjustments and relocations of their facilities, potential service interruptions and deadlines for receiving correspondences from utility companies at each design phase. Prepare and submit a project limit map showing the project area to request utility information from utility companies. During preliminary 50% design stage, prepare and submit Utility Letter “A” to the City for review prior to sending the lette r to the utility companies. Utility information received from the utility companies will be shown on a base map in both plan and profile views. During 95% design phase, prepare and submit Utility Letter “B” to the City for review prior to sending it to utility companies. Two sets of half-sized 95% plan will be submitted with the Letter “B” to utility companies to confirm any utility conflicts and whether any future utilities are proposed. These plans will show existing surface features, utilities, and propo sed improvements to the existing roadway and utility facilities. Comments from the reviews by the utility companies will be addressed on the subsequent design plan sets for their review and approval. During 100% design phase, prepare and submit Utility Letter “C” to the City for review prior to sending it to utility c ompanies. Two sets of half -sized 100% plan will be submitted with the Letter “C” to utility companies to indicate whether any changes to the design plans have been made since the submittal of L etter “B”, and request written confirmation of utility relocations, if any, and utility relocation schedule. Provide copies of all utility data obtained from the utility companies to the City for record.

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CSG will prepare and submit relocation exhibits if deemed necessary and Utility A, B, and C letters with correspondence to utility companies and the City. CSG will meet with representatives from utility companies, if needed, to discuss and resolve any potential conflicts.

Task Deliverables:
• Correspondence with various utility companies
• Prepare Utility A, B and C Letters
• Prepare Relocation Exhibits if needed
TASK 5 Geotechnical Investigations and Analysis
CSG Team will perform visual assessments of the existing pavement conditions and determine appropriate pavement rehabilitation alternatives for each street segment, and recommend cost effective pavement treatment alternatives and identify base/pavement failure locations for each street.

5.1 Geotechnical Investigations
Parikh, Inc (Parikh) will perform geotechnical and pavement investigations.

Pavement Investigation
Permits/USA Clearances - A drilling permit is not required since the borings will be less than 5 feet. PARIKH will obtain encroachment permits from the City. It is assumed that the permit fee will be waived for this City project. It is also assumed that the City will allow typical moving traffic control for all locations. Mark the exploration locations and contact Underground Service Alert (USA) for utility clearances. No private utility locator is assumed in the scope.

Field Exploration - PARIKH proposes to drill 16 borings. Our field engineer will collect one pavement core from the existing HMA and/or PCC portion of the pavement and one bulk sample up to 5 feet deep for R-value testing at each borehole location. It is assumed that a truck-mounted drill rig will be used for field explorations. One travel lane may have to be closed while drilling. It is expected that each location will take 45 to 60 minutes to complete. PARIKH will engage a vendor to provide moving traffic control during the field exploration. Classify and log the subsurface soil conditions encountered in the test borings at the time of drilling. Note that the actual boring locations are subject to utility conflict and site access. The GPS coordinates will be recorded by using the cellphone. The pavement will be restored by using the cold AC patch. We assumed that the field exploration would be comp leted between regular business hours, i.e., no night work. If drilling activities take longer due to unforeseen conditions, an additional budget will be needed. No deflection testing will be needed as agreed by the City.

Laboratory Testing - Perform laboratory tests on representative soil samples to develop pavement design parameters, i.e. R -values. The scope includes up to 8 Atterberg Limits and 8 regular R -Value tests on subgrade materials for pavement design.

Geotechnical Investigation Report - Tabulate the pavement thickness measured from the core samples and their locations, and the core photos will be included. Pavement sections will be developed based on Caltrans empirical method with the traffic index provided by the Civil designer and the R -value from the test results. It is our understanding that chemical treatment is expected due to the potential soft subgrade. Pavement recommendations with chemical treatment, including full -depth reclamation, will be developed as needed. Prepare a report to summarize the findings and pavement recommendations. A draft report will be submitted for the City’s review. A final report will address the review comments and design updates. Note that Percolation tests, Private Utility Locator, Ground Penetrating Radar (GPR) Testing, and Non -Destructive Deflection Testing are not part of the scope of work of this investigation.

Task Deliverables:
• Pavement Investigation Report (draft and final)
Design Support During Construction
For the design support during construction, it is assumed that the task will include meetings and answering any specific bidder inquiries from contractors.

5.2 Life Cycle Cost Analysis
CSG will explore possible rehabilitation options, including pulverization and resurfacing, microsurfacing, mill and overlay, conventional HMA & RHMA overlays, cold -in-place recycling (CIR) , full depth replacement and full depth reclamation, etc. to strengthen existing pavement sections that are failing. CSG will perform life cycle cost analysis for the recommended alternatives and identify the locations and dimensions of base failure repairs for each street segment.

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5.3 Pavement Treatment Recommendations
After the life cycle cost analysis is completed, CSG will prepare a memorandum which includes the findings from site observation, photos of each street segment, rehabilitation and reconstruction options and estimated costs for the options for City to determine the best rehabilitation approach.

Task Deliverables:
• Pavement Investigation Report
• Life Cycle Cost Analysis Estimate
• Memo of Pavement Rehabilitation Treatment Recommendations TASK 6 Plans, Specifications and Estimate (PS&E)
CSG’s Team will use topographic survey and available aerial photos (i.e. Google Maps) to prepare a base map showing existing street improvements, right-of-way information, and existing utility information to facilitate the design of necessary improvements. The team will coordinate with City staff to determine the format and setup of plan sheets. A preliminary index schematic will be prepared for City review and concurrence.

6.1 Design Process – Intermediate Reviews
CSG will prepare base map and develop plans in AutoCAD, specifications in Word, and engineer’s estimate in Excel formats at the 50% and 9 5% design level s in accordance with the latest City, Caltrans, and California MUTCD Standard. The 50% design plans only show the proposed limits and types of the selected pavement rehabilitation treatments, and preliminary geometric layouts of the proposed curb ramp upgrades with only flowline elevations shown along the face of curb returns. A response matrix will be prepared listing City’s review comments on the 50% design and CSG’s responses to those comments. Agreed upon comments will be incorporated at the 95% design level. The original redlined comments from the City will be returned with the succeeding submittals . At 95% design level, the plans will provide sufficient curb ramp details to construct the proposed improvements. Any required documents for NEPA clearance and Right-of-Way Certification package will be submitted along with the 95% design submittal. A 100% plan set will be prepared and submitted for review prior to preparation of a final bid set. The plans will be based on the following table which reflects the types and numbers of anticipated plan sheets:

SHEET DESCRIPTION ESTIMATED SHEETS
Title/General Notes/Key Map/Typical Sections 4
Pavement Improvement Plans 16
Signing and Striping Plans 16
Drainage/Utility Plans 4
Construction Details 12
Electrical Plans 7
Erosion Control/Pollution Prevention Plan 1
Total 60
Assumption: The number of sheets shown in above table may change based on the final determination during design CSG will also provide technical specifications. The special specification will be prepared in Caltrans format and in accordance with applicable City Standards. It is assumed that general provisions (“front end” boilerplate) will be provided by the City in Microsoft Word document format for a similar type of project. CSG will tailor these general provisions for the project, incorporating any required sp ecifications to conform to local funding requirements.

Task Deliverables:
• Base Map
• One (1) set of Plans, Specifications and Engineer’s Estimate in PDF format at each submittal stage • City design review comment matrix along with red-lined mark-up in each submittal stage

6.2 Final PS&E (100% Complete)
CSG will review comments from the 100% submittal and prepare a Final, bid and construction-ready set of documents, including Plans, Engineer’s Estimate, and Specifications using Bluebeam. This will represent the Final submittal of the PS&E on mylars for approval by the City. The final submittal incorporates all previous review comments, survey information, technical requirements, right of way information, utility verifications and protection, minimum contractor qualifications, regulatory agency permits and mitigation monitorin g requirements, and any application encroachment permit requirements and City requirements. CSG will also prepare a Request for Authorization (RFA) package for the City to submit to the Caltrans Division of Local Assistance office for E -76 Authorization for Construction.

Task Deliverables:
• One (1) 24”x36” mylar set of the plans, signed and stamped on each sheet • One (1) hard copy set of the specifications, signed and stamped in Word and PDF formats

EXHIBIT 1

EXHIBIT A
606
• One (1) hard copy set of the Engineer’s Construction Cost Estimate in Excel and PDF formats • One (1) CD with digital copy of all drawings in AutoCAD and PDF formats • One (1) CD with Resident Engineer (RE) file

6.3 Quality Control
CSG will perform quality assurance and quality control prior to each milestone submittal and in conformance to City, Caltrans and California MUTCD Standards. All deliverables will be reviewed by a QA/QC Reviewer/Manager for completeness, paying attention to see that all bid items are properly defined, and payment sections of the specifications cover all significant cost elements and major items of work. QA/QC Reviewer/Manager will sign Quality Control Checklist at each deliverable submittal.

Task Deliverables:
• Signed Quality Control Checklist
TASK 7 Public Outreach
CSG will prepare and send public notices along with right of entry letters to the affected property owners in order to access their properties during field reconnaissance and topographic survey. Identify any impacts including service interruptions, encroachments, access restriction and potential impacts to residential and business properties and recommend any necessary mitigation measures during the design stage.

Task Deliverables:
• Public Notices with Right of Entry Letters to Affected Properties TASK 8 Coordination/Meetings
CSG will attend up to three (3) design review meetings or conference calls after receiving the City review comments at 50%, 95% and 100% submittals, and up to additional five (5) bi-weekly meetings or conference calls, and prepare meeting minutes for each meeting . CSG will attend pre-construction and investigation and/or field meetings as requested by the City . CSG will be responsible for coordination with clear and consistent communication with the City and subconsultants to discuss progress of design.

Task Deliverables:
• Design Review Meeting Notes
TASK 9 Design Support During Construction

9.1 Bidding Support Services
CSG will assist the City during bidding to respond to contractors’ questions and Requests for Information (RFIs), support the City’s efforts to respond to RFIs, and develop supplemental design drawings, addenda and letters of clarifications, as needed.

Task Deliverables:
• Responses to RFIs
• Supplemental Design Drawings, Addendum and Letters of Clarifications, if needed

9.2 Construction Support Services
CSG staff is highly responsive to requests received during construction and understands that timely are crucial in avoiding construction delays and claims. CSG will assist the City during construction and provide the following support services:
• Attend Pre-Construction Meeting.
• Provide clarifications with sketches.
• Respond to Contractor’s Requests for Information (RFIs). • Review and approval of shop drawing submittals specified in Construction Documents. • Perform field observations during construction if needed.

Task Deliverables:
• Responses to RFI, Clarifications with Sketches, Approval of Shop Drawing Submittals

9.3 As -Built Drawings
CSG will prepare As-Built Drawings in AutoCAD format per redlines provided by the Contractor. The As-Built Drawings will reflect all change orders, accommodations and adjustments to all improvements constructed on the mylars either by hand or a new printed sheet.

Task Deliverables:
• One set of re-signed As-Built Drawings on 24”x36” mylars, and in AutoCAD and PDF formats TASK 10 Preserving and Perpetuating Survey Monuments (Not Part of Scope ) City removed this task from the project.

EXHIBIT 1

EXHIBIT A
607
TASK 1 1 Rights of Entry
CSG will assist the City to obtain rights of entry from the adjacent property owners where the construction works will be required on their properties. Prepare and send out letters to property owners with a right of entry form provided by the City and any exhibits needed to adequately show the proposed improvements on their properties.

The letters and exhibits include minor conform work, service interrupt ions, property encroachments, potential damage to property. Attendance of any meetings with property owners is not part of the scope.

Task Deliverables:
• Rights of Entry from Property Owners (if needed)

EXHIBIT 1

EXHIBIT A
608
Principal Engineer
Senior Engineer
Associate Engineer
UNICO Engineering
(Survey)
Parikh, Inc.
(Geotechnical)
Grand Totals
(CSG & Subs)
$235 $210 $180 Hours Cost Cost Cost Cost
Kickoff Meeting 2 2 4 $890 $890
Project Management 20 20 $4,700 $4,700
Schedule Updates 2 2 $470 $470
Subtotal - Task 1 24 2 0 26 $6,060 $0 $0 $6,060
Field Investigation 4 4 4 12 $2,500 $2,500
Topographic Survey (up to 18 Curb Ramps) 4 8 12 $2,280 $14,908 $17,188 Right of Way Mapping 2 4 6 $1,140 $5,615 $6,755
Utility Research 1 8 12 21 $4,075 $4,075
0 $0 $0
Subtotal - Task 2 5 18 28 51 $9,995 $20,523 $0 $30,518
0 $0 $0
Subtotal - Task 3 0 0 0 0 $0 $0 $0 $0
Utility Map Review 1 2 8 11 $2,095 $2,095
Utility Coordination 4 10 16 30 $5,920 $5,920
0 $0 $0
Subtotal - Task 4 5 12 24 41 $8,015 $0 $0 $8,015
Geotechnical Investigations & Analysis 4 4 $840 $40,504 $41,344 Life Cycle Cost Analysis 8 8 $1,680 $1,680
Pavement Recommendations 2 4 6 $1,310 $1,310
0 $0 $0
Subtotal - Task 5 2 16 0 18 $3,830 $0 $40,504 $44,334
Base Map 2 4 12 18 $3,470 $3,470
50% PS&E Package 6 40 64 110 $21,330 $21,330
95% PS&E Package 10 64 100 174 $33,790 $33,790
100% PS&E Package 5 19 34 58 $11,285 $11,285
Final PS&E Package 1 10 18 29 $5,575 $5,575
Quality Control Reviews 16 16 $3,760 $3,760
Subtotal - Task 6 40 137 228 405 $79,210 $0 $0 $79,210
Public Outreach 2 2 $420 $420
0 $0 $0
Subtotal - Task 7 0 2 0 2 $420 $0 $0 $420
Design Review & Bi-Weekly Virtual Meetings (up to 8 total) 12 12 24 $5,340 $5,340 Attend Pre-Construction Meeting 1 1 2 $445 $445
0 $0 $0
Subtotal - Task 8 13 13 0 26 $5,785 $0 $0 $5,785
Bidding Support Services 1 1 2 $390 $390
Construction Support Services 1 1 2 4 $805 $805
As-Built Drawings 1 2 4 7 $1,375 $1,375
Subtotal - Task 9 2 4 7 13 $2,570 $0 $0 $2,570
0 $0 $0
Subtotal - Task 10 0 0 0 0 $0 $0 $0 $0
Assistance for Construction Right of Entry from Property Owners 2 2 $420 $420 Subtotal - Task 11 0 2 0 2 $420 $0 $0 $420
TOTAL ALL TASKS (without Optional Task) 91 206 287 584 $116,305 $20,523 $40,504 $177,330 TASK 10 - Preserving and Perpetuating Survey Monuments (Not Part of Scope per City) Task 11 - Rights of Entry
CITY OF STOCKTON - STREET RESURFACING ON FEDERAL-AID STREETS FY2023-24 PROJECT No. WD24028 / HIPSTPL-5008(207)

RESOURCE ALLOCATION ESTIMATE - MARCH LANE, HAMMER LANE AND BROOKSIDE DR (REVISED BY CSG Consultants, 12/11/2023)
Task Description CSG
Totals
TASK 6 - Plans, Specifications and Estimate
Category
TASK 1 - Project Management
TASK 3 - Environmental Services (Not Part of Scope per City) TASK 4 - Utility Coordination
TASK 5 - Geotechnical Investigations and Analysis
Sub-consultantsCSG Consultants, Inc.

TASK 7 - Public Outreach
TASK 8 - Coordination/Meetings
TASK 9 - Design Support During Construction
TASK 2 - Background Research

EXHIBIT 1

EXHIBIT B
609
Principal Engineer
Senior Engineer
Associate Engineer
UNICO Engineering
(Survey)
Parikh, Inc.
(Geotechnical)
Grand Totals
(CSG & Subs)
$235 $210 $180 Hours Cost Cost Cost Cost
Kickoff Meeting 2 2 4 $890 $890
Project Management 20 20 $4,700 $4,700
Schedule Updates 2 2 $470 $470
Subtotal - Task 1 24 2 0 26 $6,060 $0 $0 $6,060
Field Investigation 4 4 4 12 $2,500 $2,500
Topographic Survey (up to 18 Curb Ramps) 4 8 12 $2,280 $14,908 $17,188 Right of Way Mapping 2 4 6 $1,140 $5,615 $6,755
Utility Research 1 8 12 21 $4,075 $4,075
0 $0 $0
Subtotal - Task 2 5 18 28 51 $9,995 $20,523 $0 $30,518
0 $0 $0
Subtotal - Task 3 0 0 0 0 $0 $0 $0 $0
Utility Map Review 1 2 8 11 $2,095 $2,095
Utility Coordination 4 10 16 30 $5,920 $5,920
0 $0 $0
Subtotal - Task 4 5 12 24 41 $8,015 $0 $0 $8,015
Geotechnical Investigations & Analysis 4 4 $840 $40,504 $41,344 Life Cycle Cost Analysis 8 8 $1,680 $1,680
Pavement Recommendations 2 4 6 $1,310 $1,310
0 $0 $0
Subtotal - Task 5 2 16 0 18 $3,830 $0 $40,504 $44,334
Base Map 2 4 12 18 $3,470 $3,470
50% PS&E Package 6 40 64 110 $21,330 $21,330
95% PS&E Package 10 64 100 174 $33,790 $33,790
100% PS&E Package 5 19 34 58 $11,285 $11,285
Final PS&E Package 1 10 18 29 $5,575 $5,575
Quality Control Reviews 16 16 $3,760 $3,760
Subtotal - Task 6 40 137 228 405 $79,210 $0 $0 $79,210
Public Outreach 2 2 $420 $420
0 $0 $0
Subtotal - Task 7 0 2 0 2 $420 $0 $0 $420
Design Review & Bi-Weekly Virtual Meetings (up to 8 total) 12 12 24 $5,340 $5,340 Attend Pre-Construction Meeting 1 1 2 $445 $445
0 $0 $0
Subtotal - Task 8 13 13 0 26 $5,785 $0 $0 $5,785
Bidding Support Services 1 1 2 $390 $390
Construction Support Services 1 1 2 4 $805 $805
As-Built Drawings 1 2 4 7 $1,375 $1,375
Subtotal - Task 9 2 4 7 13 $2,570 $0 $0 $2,570
0 $0 $0
Subtotal - Task 10 0 0 0 0 $0 $0 $0 $0
Assistance for Construction Right of Entry from Property Owners 2 2 $420 $420 Subtotal - Task 11 0 2 0 2 $420 $0 $0 $420
TOTAL ALL TASKS (without Optional Task) 91 206 287 584 $116,305 $20,523 $40,504 $177,330 TASK 10 - Preserving and Perpetuating Survey Monuments (Not Part of Scope per City) Task 11 - Rights of Entry
CITY OF STOCKTON - STREET RESURFACING ON FEDERAL-AID STREETS FY2023-24 PROJECT No. WD24028 / HIPSTPL-5008(207)

RESOURCE ALLOCATION ESTIMATE - MARCH LANE, HAMMER LANE AND BROOKSIDE DR (REVISED BY CSG Consultants, 12/11/2023)
Task Description CSG
Totals
TASK 6 - Plans, Specifications and Estimate
Category
TASK 1 - Project Management
TASK 3 - Environmental Services (Not Part of Scope per City) TASK 4 - Utility Coordination
TASK 5 - Geotechnical Investigations and Analysis
Sub-consultantsCSG Consultants, Inc.

TASK 7 - Public Outreach
TASK 8 - Coordination/Meetings
TASK 9 - Design Support During Construction
TASK 2 - Background Research

EXHIBIT 1

EXHIBIT B
610
ID Task Name Duration Start Finish
1 Project Management 127 days Tue 2/13/24 Wed 8/7/24
2 Notice to Proceed 0 days Tue 2/13/24 Tue 2/13/24
3 Kick Off Meeting 1 day Wed 2/14/24 Wed 2/14/24
4 Obtain City Encroachment Permit for Surveys 10 days Wed 2/21/24 Tue 3/5/24 5 Subconsultant Coordination 25 wks Thu 2/15/24 Wed 8/7/24 6 Background Research 120 days Thu 2/15/24 Wed 7/31/24
7 Data Collection 13 days Thu 2/15/24 Mon 3/4/24
8 Collect and Review Record Files & Data 1 wk Thu 2/15/24 Wed 2/21/24 9 Site Reconnaisance 1 day Mon 3/4/24 Mon 3/4/24
10 Topographic Surveys 5 days Mon 3/4/24 Fri 3/8/24
11 Field Surveys 1 wk Mon 3/4/24 Fri 3/8/24
12 Right of Way Mapping 1 wk Mon 3/4/24 Fri 3/8/24
13 Utility Research and Coordination 120 days Thu 2/15/24 Wed 7/31/24 14 Utility Map Requests and Review 2 wks Thu 2/15/24 Wed 2/28/24 15 Utility Coordination 24 wks Thu 2/15/24 Wed 7/31/24
16 Prepare Utility Letters & Exhibits 6 wks Mon 4/29/24 Fri 6/7/24 17 Utility Company Reviews & Approval 3 wks Mon 6/3/24 Fri 6/21/24 18 Environmental Services (Not Part of Scope by City) 80 days Thu 2/15/24 Wed 6/5/24 19 Environmental Documentations - CEQA/NEPA Clearances led by City 16 wks Thu 2/15/24 Wed 6/5/24 20 Public Outreach, Coordination & Meetings 122 days Thu 2/15/24 Fri 8/2/24 21 Prepare & Distribute Notices and Right of Entry Letters 2 days Thu 2/15/24 Fri 2/16/24 22 Receive Signed Right of Entry for Field Investigations 10 days Mon 2/19/24 Fri 3/1/24 23 Caltrans Coordination E-76 Authorization for Construction 9 wks Mon 6/3/24 Fri 8/2/24 24 Geotechnical Investigations and Analysis 40 days Mon 3/4/24 Fri 4/26/24 25 Pavement Treatment Analysis 40 days Mon 3/4/24 Fri 4/26/24 26 Pavement Investigations & Analysis 20 days Mon 3/4/24 Fri 3/29/24 27 Life Cycle Cost Analysis 10 days Mon 4/1/24 Fri 4/12/24 28 Pavement Treatment Recommendations 10 days Mon 4/15/24 Fri 4/26/24 29 PS&E Design 115 days Mon 3/11/24 Fri 8/16/24
30 Base Mapping 5 days Mon 3/11/24 Fri 3/15/24
31 Prepare 50% PS&E 6 wks Mon 3/18/24 Fri 4/26/24
32 Submit 50% PS&E to City 0 days Fri 4/26/24 Fri 4/26/24 33 City Review 3 wks Mon 4/29/24 Fri 5/17/24
34 Design Team Meeting #1 0 days Fri 5/17/24 Fri 5/17/24 35 Prepare 90% PS&E 2 wks Mon 5/20/24 Fri 5/31/24
36 Submit 90% PS&E to City 0 wks Fri 5/31/24 Fri 5/31/24 37 City Review 3 wks Mon 6/3/24 Fri 6/21/24
38 Design Team Meeting #2 0 days Fri 6/21/24 Fri 6/21/24 39 Prepare 100% PS&E 1 wk Mon 6/24/24 Fri 6/28/24
40 Submit 100% PS&E to City 0 days Fri 6/28/24 Fri 6/28/24 41 City Review 4 wks Mon 7/1/24 Fri 7/26/24
42 Design Team Meeting #3 0 days Fri 7/26/24 Fri 7/26/24 43 Prepare Final PS&E Package to City 3 days Mon 7/29/24 Wed 7/31/24 44 Submit Final PS&E Package to City 0 days Wed 7/31/24 Wed 7/31/24 45 City Council Approval of Final PS&E Package 0 days Fri 8/16/24 Fri 8/16/24 46 Bid Phase Support 35 days Mon 9/2/24 Fri 10/18/24
47 Advertise for Bid 21 days Mon 9/2/24 Mon 9/30/24
48 Prepare Resident Engineer Files 5 days Mon 9/16/24 Fri 9/20/24 49 Open Bids 0 days Mon 9/30/24 Mon 9/30/24
50 Negotiate Contract 5 days Tue 10/1/24 Mon 10/7/24
51 City Council Approval of Contract 0 days Fri 10/18/24 Fri 10/18/24 52 Construction Support 158 days Fri 11/15/24 Wed 6/25/25 53 Pre-Construction Meeting 0 days Fri 11/15/24 Fri 11/15/24 54 Construction 26 wks Mon 12/2/24 Fri 5/30/25
55 Prepare As-Built Drawings 10 days Mon 6/2/25 Fri 6/13/25 56 Monument Preservation & Perpetuation (Not Part of Scope) 28 wks Mon 11/25/24 Fri 6/6/25 57 Close-out 0 days Wed 6/25/25 Wed 6/25/25
2/13 Notice to Proceed
2/14 Kick Off Meeting
3/5 Obtain City Encroachment Permit for Surveys
8/7 Subconsultant Coordination
2/21 Collect and Review Record Files & Data
3/4 Site Reconnaisance
3/8 Field Surveys
3/8 Right of Way Mapping
2/28 Utility Map Requests and Review
7/31 Utility Coordination
6/7 Prepare Utility Letters & Exhibits
6/21 Utility Company Reviews & Approval
6/5 Environmental Documentations - CEQA/NEPA Clearances led by City 2/16 Prepare & Distribute Notices and Right of Entry Letters 3/1 Receive Signed Right of Entry for Field Investigations 8/2 Caltrans Coordination E-76 Authorization for Construction 3/29 Pavement Investigations & Analysis
4/12 Life Cycle Cost Analysis
4/26 Pavement Treatment Recommendations
3/15 Base Mapping
4/26 Prepare 50% PS&E
4/26 Submit 50% PS&E to City
5/17 City Review
5/17 Design Team Meeting #1
5/31 Prepare 90% PS&E
5/31 Submit 90% PS&E to City
6/21 City Review
6/21 Design Team Meeting #2
6/28 Prepare 100% PS&E
6/28 Submit 100% PS&E to City
7/26 City Review
7/26 Design Team Meeting #3
7/31 Prepare Final PS&E Package to City
7/31 Submit Final PS&E Package to City
8/16 City Council Approval of Final PS&E Package
9/30 Advertise for Bid
9/20 Prepare Resident Engineer Files
9/30 Open Bids
10/7 Negotiate Contract
10/18 City Council Approval of Contract
11/15 Pre-Construction Meeting
5/30 Construction
6/13 Prepare As-Built Drawings
6/6 Monument Preservation & Perpetuation (Not Part of Scope) 6/25 Close-out

B M E B M E B M E B M E B M E B
January April July October January April July October
City of Stockton
Street Resurfacing on Federal-Aid Streets FY2023-2024 Project No. WD24028 / HIPSTPL-5008(207)
Project Schedule Revised by CSG Consultants (12/4/23)

EXHIBIT 1

EXHIBIT C
611
REV 2022-05-17
Exhibit D:

Insurance Requirements
(Design for Street Resurfacing WD24028)
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.

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

1. Commercial General Liability (
CGL): Insurance Services Office Form CG 00 01
covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insuranc
e Services Office Form Number CA 0001 covering,
Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

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

4. Professional Liability/Errors and O
missions Insurance appropriate to the
Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

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

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

EXHIBIT 1

EXHIBIT D
612
Additional Insured Status
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

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

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

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

Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any

EXHIBIT 1

EXHIBIT D
613
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.

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

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

Claims Made Policies (Professional & Pollution only)
If any of the required policies provide claims-made coverage:

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

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

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

EXHIBIT 1

EXHIBIT D
614
Verification of Coverage
Contractor
shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

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

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

Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Certificate Hol
der Address
The address fo
r mailing certificates, endorsements and notices shall be:

City of Stoc
kton
Its Officers, Officials, Employees, and Volunteers
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202

EXHIBIT 1

EXHIBIT D
615
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 1 of 14
DISCRIMINATION AND Effective Date: Revised From:

HARASSMENT POLICY 7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 I. PURPOSE
The purpose of this policy is to reaffirm the City's commitment to demonstrating respect for all individuals by strictly prohibiting discrimination and harassment, including sexual harassment in the workplace. This policy defines prohibited behavior and conduct, and sets forth a procedure for reporting, investigating and resolving complaints of discrimination, harassment, in the workplace, including retaliation and hostile work environment.

II. POLICY
A. The City of Stockton prohibits any form of discrimination and/or harassment of any person based on race, religious creed, color, national origin, ancestry, military and veterans status, physical or mental disability, medical condition, genetic characteristics or information, denial of family and medical care leave, marital status, sexual orientation, sex (including gender, gender identity, gender expression, transgender, pregnancy, childbirth and breastfeeding), political affiliation, age (40 and older), concerted labor activity, or any other category or attribute consistent with state or federal law.

All such discrimination and harassment is unlawful and shall not be tolerated. In addition, under the federal Affordable Care Act (ACA), the City of Stockton prohibits discrimination and/or harassment, or retaliation against an employee who obtains coverage, receives a tax credit or subsidy through the Health Care "Market Place" or "Exchange."
B. It is an unlawful employment practice to discriminate against or to harass an unpaid intern or volunteer on the basis of any legally protected classification unless an exception applies, such as a bona fide occupational qualification.

C. The City will neither tolerate nor condone discrimination and/or harassment of employees by managers, supervisors, co-workers, or non-employees with whom City employees have a business service, or professional relationship.

D. All City employees and non-employees share a responsibility to assist in

EXHIBIT 1

EXHIBIT E
616
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 2 of 14
DISCRIMINATION AND Effective Date: Revised From: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 maintaining an employment environment free of discrimination and harassment. This policy applies to all aspects of City employment, including, but not limited to, hiring, reassignment, placement, promotion, employment action, disciplinary action, layoff, reemployment, transfer, leave of absence, compensation and benefits, training; or other terms of treatment of that person in an unpaid internship, or another limited duration program to provide unpaid work experience for that person, or the harassment of an unpaid intern or volunteer.

E. All allegations of discrimination and/or harassment shall be investigated immediately by the City, in accordance with this policy. If it is determined that any prohibited activity has occurred, remedial action shall be taken. Such action may include discipline up to and including discharge. In addition, under applicable law, individual supervisors and employees may be subject to personal liability and/or punitive damages in any litigation arising as a result of such conduct.

F. All new hires shall attend harassment awareness training, and supervisors and managers shall attend harassment awareness and prevention training for supervisors every two years.

G. The City of Stockton prohibits retaliation against any employee or non­ employee by another employee, non-employee, supervisor, or manager for reporting, filing, testifying, assisting or participating in any manner in any investigation, proceeding, or hearing conducted by the employer or a federal or state enforcement agency.

H. This policy applies to all officials, employees, volunteers, unpaid interns, agents, or contractors of the City.

I. This policy shall be administered by the Director of Human Resources.

EXHIBIT 1

EXHIBIT E
617
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 3 of 14
DISCRIMINATION AND Effective Date: Revised From:

HARASSMENT POLICY 7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment m the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 Ill. DEFINITION AND EXAMPLES OF DISCRIMINATION AND HARASSMENT A. "Discrimination," as used in this policy, is any action, behavior, practice, or process that is intended to deny, or results in the denial of, employment rights, privileges, or benefits because of a person's race, religious creed, color, national origin, ancestry, military and veterans status, physical or mental disability, medical condition, genetic characteristics or information, denial of family and medical care leave, marital status, sexual orientation, sex (including gender, gender identity, gender expression, transgender, pregnancy, childbirth and breastfeeding), political affiliation, age (40 and older), concerted labor activity, or any other prohibition identified under state and federal law. The following are examples of conduct that may constitute discrimination:

1. Soliciting applications from a source where all or most of potential workers are of the same race or color.

2. Considering a person's gender as the basis for differences in pay, work assignments, performance evaluations, training, discipline, or any other area of employment; and

3. Questioning a job applicant about the existence, nature and severity of a disability.

B. "Harassment," as used in this policy, consists of any conduct affecting another person because of his or her race, religious creed, color, national origin, ancestry, military and veterans status, physical or mental disability, medical condition, genetic characteristics or information, denial of family and medical care leave, marital status, sexual orientation, sex (including gender, gender identity, gender expression, transgender, pregnancy, childbirth and breastfeeding), political affiliation, age (40 and older), concerted labor activity, or any other category or attribute identified under state and federal law when such conduct has the purpose or the effect of: (1) creating an intimidating, hostile or offensive work environment; (2) unreasonably interfering with the employee's or non-employee's work performance; or (3)

EXHIBIT 1

EXHIBIT E
618
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 4 of 14

DISCRIMINATION AND

HARASSMENT POLICY
Effective Date: Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 otherwise adversely affecting an employee's or non-employee's employment opportunities.

Harassment may take many forms, including, but not limited to, the following examples:

1. Verbal Harassment: Epithets, derogatory and offensive comments or slurs based on race, religion, color, national origin, ancestry, physical or mental disability, marital status, pregnancy, medical condition, gender, sexual orientation, political affiliation, age, or any other category or attribute identified under state and federal law.

2. Physical Harassment: Assault, impeding or blocking movement that results in the physical interference with normal work or movement on the basis of race, religion, color, national origin, ancestry, physical or mental disability, marital status, pregnancy, medical condition, gender, sexual orientation, political affiliation, age, or any other category or attribute identified under state and federal law.

3. Visual Harassment: The displaying of posters, photography, notices, bulletins, e-mails, cartoons or drawings with derogatory and offensive content based on race, religion, color, national origin, ancestry, physical or mental disability, marital status, pregnancy, medical condition, gender, sexual orientation, political affiliation, age, or any other category or attribute identified under state and federal law.

C. "Sexual harassment," as used in this policy, is a subcategory of harassment, and is specifically defined by law as unwanted sexual advances, requests for sexual favors or visual, verbal or physical conduct of a sexual nature when:

1. Submission to such conduct is made a term or condition of employment; or

2. Submission to or rejection of such conduct is used as a basis for employment decisions affecting the individual; or

EXHIBIT 1

EXHIBIT E
619
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 5 of 14

DISCRIMINATION AND

HARASSMENT POLICY
Effective Date: Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93

3. Such conduct has the purpose or effect of unreasonably interfering with an employee's or non-employee's work performance or creating an intimidating, hostile or offensive working environment because of the persistent, severe or pervasive nature of the conduct.

Examples of Sexual Harassment include, but are not limited to the following:
a. Unwelcome sexual overtures or propositions.
b. Offering employment benefits or status in exchange for sexual favors.
c. Making or threatening retaliation after a negative response to sexual advances.
d. Visual conduct such as leering, making sexual gestures, displaying sexually suggestive objects or pictures, cartoons, calendars or posters.
e. Verbal conduct such as using epithets or slurs, telling sexually explicit jokes, or making derogatory or suggestive comments about a person's body or dress.
f. Written communications of a sexual nature distributed in hard copy, soft copy or via a computer network.
g. Verbal abuse of a sexual nature, graphic verbal commentary about an individual's body, sexually degrading words to describe an individual, suggestive or obscene letters, notes or invitations.
h. Physical conduct such as touching, assaulting, impeding or blocking movements.

EXHIBIT 1

EXHIBIT E
620
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 6 of 14
DISCRIMINATION AND Effective Date:

HARASSMENT POLICY
Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95. 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 i. Retaliation for making harassment reports or threatening to report harassment.

D. Affordable Care Act (ACA) Anti-Retaliation
Pursuant to section §1558 of the Affordable Care Act, the City prohibits discrimination or retaliation towards any employee who:

1. Receives a health insurance tax credit or subsidy through the Health Care "Marketplace" or "Exchange", by which can trigger a penalty payable by the employer;

2. Reports potential violations of protections afforded under Title I of the Act, which provides guaranteed availability protections among other things;

3. Testifies in a proceeding concerning such violation;

4. Assists or participates in a proceeding concerning a violation; or

5. Objects to, or refuses to participate in, any activity, policy, practice, or assigned task that the employee reasonably believes to be in violation of any provision of the Title I of the Act.

An employee who believes that he or she has been discharged or otherwise discriminated against in violation of section §1558 of the Affordable Care Act may seek relief in accordance with the procedures, notifications, burdens of proof, remedies, and statutes of limitation set forth in section 2087(b) of title 15, United States Code.

IV. REPORTING AND COMPLAINT PROCEDURES
A. Immediate Action Required
The City's reporting and complaint procedures provide for an immediate, thorough and objective investigation of discrimination or harassment claims, appropriate disciplinary action taken against any person found to have engaged in prohibited behavior, and appropriate alternative remedies to any

EXHIBIT 1

EXHIBIT E
621
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 7 of 14
DISCRIMINATION AND Effective Date: Revised From:

HARASSMENT POLICY 7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 employee or non-employee subject to discrimination or harassment. To accomplish this, such incidents must be reported immediately to a supervisor or manager.

1. Employee's and Non-Employee's Responsibilities when Subjected to Discrimination and/or Harassment
a. Employees or non-employees who believe they have been subjected to discrimination or harassment, or are aware of discrimination or harassment against others, shall report the situation immediately to his/her supervisor or manager, except as specified in subsection (b), below. Employees and non­ employees shall report any such incidents occurring in the workplace, whether committed by coworkers, supervisors or managers, or third persons doing business with the City, such as customers or vendors, or other non-employees. If
comfortable doing so, an employee or non-employee who has a complaint of discrimination or harassment is encouraged to directly inform the person(s) engaging in the behavior that such conduct is offensive and insist the behavior to stop.
b. Employees and non-employees must immediately contact a supervisor or manager to register a complaint of discrimination or harassment, unless that supervisor or manager is the individual engaging in the unwanted behavior. In that case, the employee or non-employee may contact someone at the next supervisory level. If the employee or non-employee feels uncomfortable dealing directly with his or her immediate supervisor or manager, he or she may contact the department head, or the Director of Human Resources (or either of their designees) to register a complaint of discrimination or harassment.
c. Employees and non-employees may file a formal complaint of harassment or discrimination with their department head or

EXHIBIT 1

EXHIBIT E
622
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 8 of 14

DISCRIMINATION AND

HARASSMENT POLICY
Effective Date: Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment In the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 with Human Resources. To assist the City in conducting a thorough investigation, complaints shall be submitted in writing and shall include specific details of the incident(s), the names of the individuals involved, the names of any witnesses, and any documentary evidence (notes, pictures, cartoons, etc.) that will corroborate the allegations.
d. Employees and non-employees shall immediately report any retaliation to a supervisor, manager, department head or Director of Human Resources (or designee). All retaliation complaints shall be immediately, objectively and thoroughly investigated in accordance with the investigation procedures.

If a report of retaliation is substantiated, appropriate disciplinary action, up to and including discharge shall be taken.

2. Supervisor's or Manager's Responsibilities to Eliminate Discrimination and/or Harassment
a. A supervisor or manager is responsible for enforcing the City's discrimination and harassment policy. Supervisors or
managers must ensure that all employees and non-employees are aware of the City's policy through open discussion of the policy at staff meetings and by posting the policy in a conspicuous location accessible to all staff members.
b. A supervisor or manager shall be cognizant of employees' and non-employees' behavior and shall not permit any employee or non-employee under their supervision to be subjected to or engage in any conduct prohibited by this policy.
c. A supervisor or manager who observes conduct prohibited by this policy shall immediately direct the employee or non­ employee to cease the conduct.

EXHIBIT 1

EXHIBIT E
623
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 9 of 14
DISCRIMINATION AND Revised From:

HARASSMENT POLICY
Effective Date:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 d. A supervisor or manager who receives a complaint of
prohibited conduct is required to take the complaint seriously, and report the matter immediately to the department head; be supportive of the complainant; ensure there is no retaliation against the complainant; conduct an internal fact-finding review into the allegations; obtain as much detailed information as possible; thoroughly document the findings; communicate in written form to the parties the resolution of the complaint; and report to and consult with the Human Resources Department promptly, without delay.

B. Confidentiality. The City will make every effort to protect the privacy and confidentiality of all parties involved, as well as any information and/or documentation obtained, to the extent possible consistent with a thorough investigation.

C. Penalty for Non-Compliance. The City shall take disciplinary action, up to and including discharge, against any supervisor or manager who fails in his/her responsibility to take immediate action in response to an employee's or non-employee's complaint of discrimination or harassment. Further, such disciplinary action shall be taken against a supervisor or manager who fails to stop discriminatory or harassing conduct committed in his/her presence or to stop such conduct about which the supervisor or manager has knowledge.

V. INVESTIGATION PROCEDURES
A. Determination of Responsibility for Investigation
If a formal complaint is filed with the department head or the Director of Human Resources (or either of their designees), the department head and the Director of Human Resources shall consult with one another to determine whether the department or Human Resources shall conduct the fact-finding investigation into the allegations. Either the department head or the Director of Human Resources (or either of their designees), depending on who is

EXHIBIT 1

EXHIBIT E
624
Subject:

B.

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No.10 of 14
DISCRIMINATION AND Effective Date: Revised From:

HARASSMENT POLICY 7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment In the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 responsible for the investigation, shall issue written notification to the complainant and alleged harasser(s). The notification shall specify the nature of the complaint, and inform the parties that an investigation into the allegations of discrimination and/or harassment shall be conducted.

Investigative Guidelines
The investigation shall include the following steps taken in the order best suited to the circumstances:

1. Identify and preserve the evidence.

2. Confirm the name and position of the complainant. Interview the complainant.

3. Allow the complainant the opportunity to place the complaint in writing.

4. Obtain the identity of the alleged harasser(s).

5. Obtain as many details as possible regarding the incident(s) that prompted the complaint, including the number of occurrences, dates, times, locations, and witnesses (if applicable).

6. Ascertain how the complainant felt about the alleged incident when it occurred; complainant's response(s) to the alleged behavior; and witness statements (if applicable).

7. Ascertain if any threats or promises were made in connection with the alleged harassment.

8. Ascertain if the complainant knows of or suspects that there are other victims of harassment by the same person(s).

9. Ascertain whether the complainant has spoken to anyone, especially

EXHIBIT 1

EXHIBIT E
625
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 11 of 14

DISCRIMINATION AND

HARASSMENT POLICY
Effective Date: Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment m the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 supervisors, about the harassment.

10. Ascertain what resolution would be acceptable to the complainant.

11. Interview the alleged harasser to get his or her side of the story, including any possible motivation for a false allegation.

12. Interview witnesses who were identified by the complainant regarding the alleged harasser or other persons identified during the investigation.

13. Interview witnesses who were identified by the alleged harasser or other persons identified during the investigation.

14. Advise all participants that the investigation is "confidential" and not to engage in any retaliatory conduct, as such conduct is subject to disciplinary action up to and including discharge. Confidentiality will be maintained to the extent possible. An individual who is interviewed during the course of an investigation is prohibited from discussing the substance of the interview, except as otherwise directed by a supervisor or the Director of Human Resources. Any individual who discusses the content of an investigatory interview will be subject to discipline or other appropriate sanction.

15. Conduct follow-up interviews, if warranted.

16. Prepare report of findings and discuss with management and designated legal staff.

VI. RESPONDING TO THE COMPLAINT
A. Following the completion of the fact-finding investigation, either the department head or the Director of Human Resources (or either of their designees), depending on who is responsible for the investigation, shall

EXHIBIT 1

EXHIBIT E
626
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No.12 of 14
DISCRIMINATION AND Effective Date: Revised From: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 make a report of findings, along with a recommendation regarding the appropriate remedial action to be taken, if warranted. The recommendation shall be made after reviewing the findings of the investigation, giving consideration to all factual information, the nature of the alleged conduct, and the totality of the circumstances. If the investigation was conducted by the Director of Human Resources, or designee, the Director, or designee, shall confer with the affected department head and both shall concur on the remedial action to be taken, if any. If the investigation was conducted by the department head, the department head shall confer with the Director of Human Resources prior to making the report of findings and both shall concur on the remedial action to be taken, if any.

B. If either the department head or the Director of Human Resources does not concur with the findings and recommendation of the other, the City Attorney (or designee) shall review and resolve the matter in dispute.

C. Report of findings and recommendation shall be treated as a confidential document and no other distribution shall be made without first consulting with the City Attorney's Office. A completed investigation report will not be disclosed, except as it is deemed necessary to support a disciplinary action, to take remedial action, to defend the City in adversarial proceedings, or to comply with the law or court order.

D. Either the department head or the Director of Human Resources (or either of their designees), depending on who is responsible for the investigation shall provide a written response to the complainant and the person alleged to have committed the misconduct, discrimination and/or harassment. The response shall include a copy of the City's discrimination and harassment policy and a memorandum indicating the City's determination as to whether the complaint is:

1. Unsustained: The investigation failed to disclose sufficient evidence to substantiate the allegation(s).

2. Unfounded: The investigation proved that the act(s) or omission(s)

EXHIBIT 1

EXHIBIT E
627

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Subject: Directive No. HR-15 Page No. 13 of 14
DISCRIMINATION AND Effective Date: Revised From:

HARASSMENT POLICY 7/27/09

3. 5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 complained of did not occur. The finding also applies when the individual employee(s) named in the complaint were not involved in the act(s) or omission(s) alleged.

Sustained: The investigation disclosed sufficient evidence to substantiate the allegation(s) made in the complaint; appropriate action will be taken.

E. Details regarding any specific fact-findings or disciplinary action to be taken will not be communicated to the complainant. The City Attorney shall review the response for legal sufficiency before dissemination.

F. The City shall close and retain the investigation file, in accordance with applicable laws, regulations, and City policy regarding retention of City records.

VII. DISCIPLINE
Disciplinary action imposed as a result of any investigation conducted pursuant to this policy shall be commensurate with the severity of the offense, up to and including discharge, even for a first offense.

VIII. ALTERNATIVE REMEDIES
If upon exhausting all internal remedies to file, investigate, and respond to a charges of discrimination/harassment, pursuant to title VII of the Federal Civil Rights Act of 1964 (42 U.S.C §§ 2000e et seq.), any person has a right to file a charge of discrimination/harassment with the Equal Employment Opportunity Commission ("EEOC"). In addition, pursuant to the California Fair Employment and Housing Act (Gov. Code §§ 12900 - 12996.) a person may also file a complaint of discrimination/harassment with the California Department of Fair Employment and Housing ("DFEH"). Employees or non-employees who believe that they have been subjected to discrimination/harassment may file a complaint with either of these

EXHIBIT 1

EXHIBIT E
628

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Subject: Directive No. HR-15 Page No. 14 of 14

DISCRIMINATION AND

HARASSMENT POLICY
Effective Date: Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 agencies. Both the EEOC and DFEH serve as neutral fact-finders and attempt to assist parties in resolving disputes voluntarily.

IX. COMMUNICATION OF POLICY
This policy shall be provided to all managers, supervisors, employees, volunteers, unpaid interns, agents or contractors of the City and shall be posted in the appropriate places. All employees shall participate in City approved harassment awareness training as directed by management or Human Resources; and all supervisors, as required by law, shall participate in City approved interactive harassment awareness training and education sessions at least once every two years, or as otherwise specified by law.

APPROVED:
c:r��SON

CITY MANAGER
::ODMA\GRPWISE\COS.PER.PER_Library:96180.1

EXHIBIT 1

EXHIBIT E
629
Appendix E of the Title VI Assurances
(US DOT Order 1050.2A)
During the performa
nce of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to:

Pertinent Nondiscrimination Authorities:
• Title VI of the C
iv il Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21.
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);
• Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex);
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27;
• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);
• Airport and Airway Improv ement Act of 1982, (49 U.S.C. § 4 71, Section 4 7123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);
• The Civ il Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38;

EXHIBIT 1

EXHIBIT F
630
• The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).

EXHIBIT 1

EXHIBIT F
631
Federal-Aid Consultant Contract Provisions

PROJECT NAME
City Project No. PWXXXX/Federal-Aid Project No. XXX-XXXX(XXX)

TABLE OF CONTENTS
Page
ARTICLE I INTRODUCTION.................................................................................................................. 3 ARTICLE II CONSULTANT’S REPORTS OR MEETINGS ..................................................................... 4 ARTICLE III STATEMENT OF WORK ................................................................................................... 4 ARTICLE IV PERFORMANCE PERIOD ................................................................................................ 6 ARTICLE V ALLOWABLE COSTS AND PAYMENTS ........................................................................... 6 ARTICLE VI TERMINATION ................................................................................................................ 10 ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS ................................... 11 ARTICLE VIII RETENTION OF RECORD/AUDITS .............................................................................. 11 ARTICLE IX AUDIT REVIEW PROCEDURES ..................................................................................... 12 ARTICLE X SUBCONTRACTING ........................................................................................................ 13 ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES ............................. 15 ARTICLE XII STATE PREVAILING WAGE RATES ............................................................................. 16 ARTICLE XIII CONFLICT OF INTEREST ............................................................................................ 19 ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION ........................ 19

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING .................................................................................................................................. 20 ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE ................... 20 ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION .................................................. 21

ARTICLE XVIII DISADVANTAGED BUS
INESS ENTERPRISES (DBE) PARTICIPATION .................. 22 ARTICLE XIX INSURANCE ................................................................................................................. 28 ARTICLE XX FUNDING REQUIREMENTS .......................................................................................... 29 ARTICLE XXI CHANGE IN TERMS ..................................................................................................... 29

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EXHIBIT G
632
ARTICLE XXII CONTINGENT FEE ...................................................................................................... 29 ARTICLE XXIII DISPUTES .................................................................................................................. 30 ARTICLE XXIV INSPECTION OF WORK ............................................................................................ 30 ARTICLE XXV SAFETY ...................................................................................................................... 30 ARTICLE XXVI OWNERSHIP OF DATA ............................................................................................. 31 ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR .............. 31 ARTICLE XXVIII CONFIDENTIALITY OF DATA .................................................................................. 32 ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION ..................................... 32 ARTICLE XXX EVALUATION OF CONSULTANT ............................................................................... 33 ARTICLE XXXI PROMPT PAYMENT .................................................................................................. 33 ARTICLE XXXII TITLE VI ASSURANCES ........................................................................................... 33 ARTICLE XXXIII NOTIFICATION ......................................................................................................... 38 ARTICLE XXXIV CONTRACT ............................................................................................................. 38 ARTICLE XXXV SIGNATURES ........................................................................................................... 39 Additional Cal
ifornia Department of Transportation (Caltrans) Exhibits Incorporated:

Exhibit 10-O2 “
Consultant Contract Disadvantaged Business Enterprise Commitment”

EXHIBIT 1

EXHIBIT G
633

ARTICLE I INTRODUCTION
A. This AGREEMENT is between the following named, hereinafter referred to as, CONSULTANT and the following named, hereinafter referred to as, LOCAL AGENCY:

The name of the “CONSULTANT” is as follows:
(NAME OF CONSULTANT)
Incorporated in the State of (NAME OF STATE)
The Project Manager for the “CONSULTANT” will be (NAME) The name of the “LOCAL AGENCY” is as follows:
(NAME)
The Contract Administrator for LOCAL AGENCY will be (NAME) B. The work to be performed under this AGREEMENT is described in Article III Statement of Work and the approved CONSULTANT’s Cost Proposal dated (DATE). The approved CONSULTANT’s Cost Proposal is attached hereto (Attachment #) and incorporated by reference. If there is any conflict between the approved Cost Proposal and this AGREEMENT, this AGREEMENT shall take precedence.

C. CONSULTANT agrees to the fullest extent permitted by law, to indemnify, protect, defend, and hold harmless LOCAL AGENCY, its officers, officials, agents, employees and volunteers from and against any and all claims, damages, demands, liability, costs, losses and expenses, including without limitation, court costs and reasonable attorneys’ and expert witness fees, arising out of any failure to comply with applicable law, any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise arising out of the performance of the work described herein, to the extent caused by a negligent act or negligent failure to act, errors, omissions, recklessness or willful misconduct incident to the performance of this AGREEMENT on the part of CONSULTANT, except such loss or damage which was caused by the sole negligence, or willful misconduct of LOCAL AGENCY, as determined by a Court of competent jurisdiction. The provisions of this section shall survive termination or suspension of this AGREEMENT.

D. CONSULTANT in the performance of this AGREEMENT, shall act in an independent capacity. It is understood and agreed that CONSULTANT (including CONSULTANT's employees) is an independent contractor and that no relationship of employer-employee exists between the Parties hereto. CONSULTANT's assigned personnel shall not be entitled to any benefits payable to employees of City.

E. LOCAL AGENCY is not required to make any deductions or withholdings from the compensation payable to CONSULTANT under the provisions of the AGREEMENT, and is not required to issue W-2 Forms for income and employment tax purposes for any of CONSULTANT's assigned personnel. CONSULTANT, in the performance of its obligation hereunder, is only subject to the control or direction of the LOCAL AGENCY as to the designation of tasks to be performed and the results to be accomplished.

F. Any third party person(s) employed by CONSULTANT shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. CONSULTANT hereby indemnifies and holds LOCAL AGENCY harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this AGREEMENT.

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G. Except as expressly authorized herein, CONSULTANT's obligations under this AGREEMENT are not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior written approval of the LOCAL AGENCY. However, claims for money due or which become due to CONSULTANT from City under this AGREEMENT may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the LOCAL AGENCY.

H. CONSULTANT shall be as fully responsible to the LOCAL AGENCY for the negligent acts and omissions of its contractors and subcontractors or subconsultants, and of persons either directly or indirectly employed by them, in the same manner as persons directly employed by CONSULTANT.

I. No alteration or variation of the terms of this AGREEMENT shall be valid, unless made in writing and signed by the parties authorized to bind the parties; and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto.

J. The consideration to be paid to CONSULTANT as provided herein, shall be in compensation for all of CONSULTANT’s expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided.

ARTICLE II CONSUL
TANT’S REPORTS OR MEETINGS
[Choose either Option 1 or Option 2]
[Option 1 - Use paragraphs A & B below for standard AGREEMENTs] A. CONSULTANT shall submit progress reports at least once a month. The report should be sufficiently detailed for the LOCAL AGENCY’s Contract Administrator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator, as needed, to discuss progress on the AGREEMENT.
[Option 2 - Use pa
ragraphs A & B below for on-call AGREEMENTs]
A. CONSULTANT shall submit progress reports on each specific project in accordance with the Task Order. These reports shall be submitted at least once a month. The report should be sufficiently detailed for LOCAL AGENCY’s Contract Administrator or Project Coordinator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator or Project Coordinator, as needed, to discuss progress on the project(s).

ARTICLE III STA

TEMENT OF WORK
[Insert Appropriate Statement of work including a Description of the Deliverables in the following sections. If a section does not apply to the AGREEMENT, state “Not Applicable to this AGREEMENT.”] A. CONSULTANT Services
[Detail based on the services to be furnished should be provided by CONSULTANT. Nature and extent should be verified in the negotiations to make precise statements to eliminate subsequent

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uncertainties and misunderstandings. Reference to the appropriate standards for design or other standards for work performance stipulated in CONSULTANT AGREEMENT should be included.

Describe acceptance criteria, and if the responsible CONSULTANT/engineer shall sign all Plans, Specifications and Estimate (PS&E) and engineering data furnished under the AGREEMENT including registration number.

Environmental docum
ents are not considered complete until a Caltrans District Senior Environmental Planner signs the Categorical Exclusion, a Caltrans Deputy District Director signs the Finding of No Significant Impact, or the Caltrans District Director signs the Record of Decision (see LAPM Chapter 6: Environmental Procedures, and the Standard Environmental Reference).] B. Right of Way
[State whether Right of Way requirements are to be determined and shown by CONSULTANT, whether land surveys and computations with metes and bounds descriptions are to be made, and whether Right of Way parcel maps are to be furnished.]
C. Surveys
[State whether or not the CONSULTANT has the responsibility for performing preliminary or construction surveys.]
D. Subsurface Investigations
[State specifically whether or not CONSULTANT has responsibility for making subsurface investigations. If borings or other specialized services are to be made by others under the supervision of CONSULTANT, appropriate provisions are to be incorporated. Archaeological testing and data recovery guidance can be found in the Standard Environmental Reference.] E. Local Agency Obligations
All data applicable to the project and in possession of LOCAL AGENCY, another agency, or government agency that are to be made available to CONSULTANT are referred to in the AGREEMENT. Any other assistance or services to be furnished to CONSULTANT are to be stated clearly.

F. Conferences, Site Visits, Inspection of Work
This AGREEMENT provides for conferences as needed, visits to the site, and inspection of the work by representatives of the LOCAL AGENCY, State, and/or FHWA. Costs incurred by CONSULTANT for meetings, subsequent to the initial meeting shall be included in the fee.

G. Checking Shop Drawings
[For AGREEMENTs requiring the preparation of construction drawings, make provision for checking shop drawings. Payment for checking shop drawings by CONSULTANT may be included in the AGREEMENT fee, or provision may be made for separate payment.] H. CONSULTANT Services During Construction
The extent, if any of CONSULTANT’s services during the course of construction as material testing, construction surveys. etc., are specified in the AGREEMENT together with the method of payment for such services.

I. Documentation and Schedules
AGREEMENTs where appropriate, shall provide that CONSULTANT document the results of the work to the satisfaction of LOCAL AGENCY, and if applicable, the State and FHWA. This may include preparation of progress and final reports, plans, specifications and estimates, or similar evidence of attainment of the AGREEMENT objectives.

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J. Deliverables and Number of Copies
The number of copies or documents to be furnished, such as reports, brochures, sets of plans, specifications, or Right of Way parcel maps shall be specified. Provision may be made for payment for additional copies.

ARTICLE IV PERFO

RMANCE PERIOD
[A time must be set for beginning and ending the work under the AGREEMENT. The time allowed for performing the work is specified; it should be reasonable for the kind and amount of services contemplated; and it is written into the AGREEMENT. If it is desirable that Critical Path Method (CPM) networks, or other types of schedules be prepared by CONSULTANT, they should be identified and incorporated into the AGREEMENT.]
A. This AGREEMENT shall go into effect on (DATE), contingent upon approval by LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY’S Contract Administrator. The AGREEMENT shall end on (DATE), unless extended by AGREEMENT amendment.

B. CONSULTANT is advised that any recommendation for AGREEMENT award is not binding on LOCAL AGENCY until the AGREEMENT is fully executed and approved by LOCAL AGENCY. [Use paragraph C below in addition to paragraphs A & B above for on-call AGREEMENTs. On-call AGREEMENTs shall be 5 years maximum.]
C. The period of performance for each specific project shall be in accordance with the Task Order for that project. If work on a Task Order is in progress on the expiration date of this AGREEMENT, the terms of the AGREEMENT shall be extended by AGREEMENT amendment prior to the expiration of the contract to cover the time needed to complete the task order in progress only. The maximum term shall not exceed five (5) years.

ARTICLE V ALL

OWABLE COSTS AND PAYMENTS
[Choose either Option 1, 2, 3, or 4]
[Option 1 - Use paragraphs A through K below for Cost-Plus-Fixed Fee AGREEMENTs] A. The method of payment for this AGREEMENT will be based on actual cost plus a fixed fee. LOCAL AGENCY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work. CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved CONSULTANT’S Cost Proposal, unless additional reimbursement is provided for by AGREEMENT amendment. In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds LOCAL AGENCY’s approved overhead rate set forth in the Cost Proposal. In the event, that LOCAL AGENCY determines that a change to the work from that specified in the Cost Proposal and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by LOCAL AGENCY shall be adjusted by AGREEMENT amendment to accommodate the changed work. The maximum total cost as specified in Paragraph “I” of this Article shall not be exceeded, unless authorized by AGREEMENT amendment.

B. The indirect cost rate established for this AGREEMENT is extended through the duration of this specific AGREEMENT. CONSULTANT’s agreement to the extension of the 1-year applicable period shall not be a condition or qualification to be considered for the work or AGREEMENT award.

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C. In addition to the allowable incurred costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of $(AMOUNT). The fixed fee is nonadjustable for the term of the AGREEMENT, except in the event of a significant change in the scope of work and such adjustment is made by AGREEMENT amendment.

D. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal.

E. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate.

F. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of CONSULTANT’s fixed fee will be included in the monthly progress payments. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT.

G. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this AGREEMENT.

H. CONSULTANT will be reimbursed promptly according to California Regulations upon receipt by LOCAL AGENCY’s Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and project title. Final invoice must contain the final cost and all credits due LOCAL AGENCY including any equipment purchased under the provisions of Article XI Equipment Purchase. The final invoice should be submitted within sixty (60) calendar days after completion of CONSULTANT’s work. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:
(LOCAL AGENCY/NAME OF CONTRACT ADMINISTRATOR)
(ADDRESS)
I. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed $(Amount).

J. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. [Option 2 - For C
ost per Unit of Work AGREEMENTs, replace paragraphs A & B of Option 1 with the following paragraphs A, B, and C and re-letter the remaining paragraphs. Adjust as necessary for work specific to your project].

A. The method of payment for the following items shall be at the rate specified for each item, as described in this Article. The specified rate shall include full compensation to CONSULTANT for the item as described, including but not limited to, any repairs, maintenance, or insurance, and no further compensation will be allowed therefore.

B. The specified rate to be paid for vehicle expense for CONSULTANT’s field personnel shall be $(Amount) per approved Cost Proposal. This rate shall be for fully equipped vehicle(s) specified in

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Article III Statement of Work, as applicable. The specified rate to be paid for equipment shall be, as listed in the approved Cost Proposal.

C. The method of payment for this AGREEMENT, except those items to be paid for on a specified rate basis, will be based on cost per unit of work. LOCAL AGENCY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment-rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work. CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead and other estimated costs set forth in the approved Cost Proposal, unless additional reimbursement is provided for, by AGREEMENT amendment. In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds LOCAL AGENCY approved overhead rate set forth in the approved Cost Proposal. In the event, LOCAL AGENCY determines that changed work from that specified in the approved Cost Proposal and AGREEMENT is required; the actual costs reimbursable by LOCAL AGENCY may be adjusted by AGREEMENT amendment to accommodate the changed work. The maximum total cost as specified in Paragraph “I,” of this article shall not be exceeded unless authorized by AGREEMENT amendment. [Option 3 - Us
e paragraphs A through P for Specific Rates of Compensation Agreements (such as on- call Agreements). This payment method shall only be used when it is not possible at the time of procurement to estimate the extent or duration of the work or to estimate costs with any reasonable degree of accuracy. The specific rates of compensation payment method should be limited to AGREEMENTs or components of AGREEMENTs for specialized or support type services where the CONSULTANT is not in direct control of the number of hours worked, such as construction engineering and inspection.]
A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in the CONSULTANT’s approved Cost Proposal. The specified hourly rates shall include direct salary costs, employee benefits, prevailing wages, employer payments, overhead, and fee. These rates are not adjustable for the performance period set forth in this AGREEMENT. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate.

B. In addition, CONSULTANT will be reimbursed for incurred (actual) direct costs other than salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order.

C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders.

D. After a project to be performed under this AGREEMENT is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Task Order within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT.

E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s approved Cost Proposal.

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CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. CONSULTANT is responsible for paying the appropriate rate, including escalations that take place during the term of the AGREEMENT.

F. [Local Agency to include either (a) or (b) below; delete the other one] (a) Reimbursement for transportation and subsistence costs shall not exceed State rates. (b) Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. CONSULTANT will be responsible for transportation and subsistence costs in excess of State rates.

G. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval in the form of an AGREEMENT amendment for a revised milestone cost estimate from the Contract Administrator before exceeding such estimate.

H. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred.

I. CONSULTANT shall not commence performance of work or services until this AGREEMENT has been approved by LOCAL AGENCY and notification to proceed has been issued by LOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AGREEMENT.

J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY.

K. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate. Separate invoices itemizing all costs are required for all work performed under each Task Order. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing, or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number, project title and Task Order number. Credits due LOCAL AGENCY that include any equipment purchased under the provisions of Article XI Equipment Purchase, must be reimbursed by CONSULTANT prior to the expiration or termination of this AGREEMENT. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:
(NAME OF LOCAL AGENCY/ NAME OF CONTRACT ADMINISTRATOR)
(ADDRESS)
L. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order. No Task Order will be written which extends beyond the expiration date of this AGREEMENT.

M. The total amount payable by LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in the Task Order, unless authorized by amendment.

N. If CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in a Task Order, no payment will be made until the deliverable has been satisfactorily completed.

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O. Task Orders may not be used to amend the language (or the terms) of this AGREEMENT nor to exceed the scope of work under this AGREEMENT.

P. The total amount payable by LOCAL AGENCY for all Task Orders resulting from this AGREEMENT shall not exceed $ (Amount). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this AGREEMENT through Task Orders.
[Option 4 - Use paragraphs A through E below for lump sum agreements.

A. The method of payment for this AGREEMENT will be based on lump sum. The total lump sum price paid to CONSULTANT will include compensation for all work and deliverables, including travel and equipment described in Article III Statement of Work. No additional compensation will be paid to CONSULTANT, unless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between CONSULTANT and LOCAL AGENCY. Adjustment in the total lump sum compensation will not be effective until authorized by AGREEMENT amendment and approved by LOCAL AGENCY.

B. Progress payments may be made monthly in arrears based on the percentage of work completed by CONSULTANT. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article VI Termination.

C. CONSULTANT shall not commence performance of work or services until this AGREEMENT has been approved by LOCAL AGENCY and notification to proceed has been issued by LOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval of any work, or for any work performed prior to approval of this AGREEMENT.

D. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and project title. Final invoice must contain the final cost and all credits due LOCAL AGENCY that include any equipment purchased under the provisions of Article XI Equipment Purchase. The final invoice must be submitted within sixty (60) calendar days after completion of CONSULTANT’s work unless a later date is approved by the LOCAL AGENCY. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:
(LOCAL AGENCY/NAME OF CONTRACT ADMINISTRATOR)
(ADDRESS)
E. The total amount payable by LOCAL AGENCY shall not exceed $(Amount).

ARTICLE VI TERMINATION
A. This AGREEMENT may be terminated by LOCAL AGENCY, provided that LOCAL AGENCY gives not less than thirty (30) calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate. Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.

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B. LOCAL AGENCY may temporarily suspend this AGREEMENT, at no additional cost to LOCAL AGENCY, provided that CONSULTANT is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If LOCAL AGENCY gives such notice of temporary suspension, CONSULTANT shall immediately suspend its activities under this AGREEMENT. A temporary suspension may be issued concurrent with the notice of termination.

C. Notwithstanding any provisions of this AGREEMENT, CONSULTANT shall not be relieved of liability to LOCAL AGENCY for damages sustained by City by virtue of any breach of this AGREEMENT by CONSULTANT, and City may withhold any payments due to CONSULTANT until such time as the exact amount of damages, if any, due City from CONSULTANT is determined.

D. In the event of termination, CONSULTANT shall be compensated as provided for in this AGREEMENT. Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.

ARTICLE VII COST P

RINCIPLES AND ADMINISTRATIVE REQUIREMENTS
A. The CONSULTANT agrees that 48 CFR 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost.

B. The CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

C. Any costs for which payment has been made to the CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR 31 or 2 CFR 200 are subject to repayment by the CONSULTANT to LOCAL AGENCY.

D. When a CONSULTANT or Subconsultant is a Non-Profit Organization or an Institution of Higher Education, the Cost Principles for Title 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.

ARTICLE VIII RE

TENTION OF RECORD/AUDITS
For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT, Subconsultants, and LOCAL AGENCY shall maintain all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT including, but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT’s Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT and records for real property and equipment acquired with federal funds must be retained for three (3) years after final disposition. LOCAL AGENCY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the CONSULTANT, Subconsultants, and the CONSULTANT’s Independent CPA, that are pertinent to the AGREEMENT for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation.

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ARTICLE IX AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by AGREEMENT, shall be reviewed by LOCAL AGENCY’S Chief Financial Officer.

B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing.

C. Neither the pendency of a dispute nor its consideration by LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT.

D. CONSULTANT and subconsultant AGREEMENTs, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT’s responsibility to ensure federal, LOCAL AGENCY, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by LOCAL AGENCY Contract Administrator to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the AGREEMENT by this reference if directed by LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, LOCAL AGENCY or local governments have access to CPA work papers, will be considered a breach of AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

E. CONSULTANT’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

1. During IOAI’s review of the ICR audit work papers created by the CONSULTANT’s independent CPA, IOAI will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR (e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines) is received and approved by IOAI.

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Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate.
c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate.

2. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. IOAI will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions.

3. If the CONSULTANT fails to comply with the provisions of this paragraph E, or if IOAI is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT.

4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of LOCAL AGENCY; and, (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO LOCAL AGENCY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other agreements executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

ARTICLE X SUBCONTRACTING
A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between the LOCAL AGENCY and any Subconsultants, and no subagreement shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to the LOCAL AGENCY for the acts and omissions of its Subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the CONSULTANT. The CONSULTANT's obligation to pay its Subconsultants is an independent obligation from the LOCAL AGENCY's obligation to make payments to the CONSULTANT.

B. The CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by the LOCAL AGENCY Contract Administrator, except that which is expressly identified in the CONSULTANT’s approved Cost Proposal.

C. Any subagreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subconsultants unless otherwise noted.

D. CONSULTANT shall pay its Subconsultants within Fifteen (15) calendar days from receipt of each payment made to the CONSULTANT by the LOCAL AGENCY.

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E. Any substitution of Subconsultants must be approved in writing by the LOCAL AGENCY Contract Administrator in advance of assigning work to a substitute Subconsultant.

F. Prompt Progress Payment
CONSULTANT or subconsultant shall pay to any subconsultant, not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allowed CONSULTANT on account of the work performed by the subconsultants, to the extent of each subconsultant’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made.

In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-DBE subconsultants.

G. Prompt Payment of Withheld Funds to Subconsultants
The LOCAL AGENCY may hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY, of the contract work, and pay retainage to CONSULTANT based on these acceptances. The LOCAL AGENCY shall designate one of the methods below in the contract to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant. [Choose either Method 1, Method 2, or Method 3 below and delete the other two.] Method 1: No ret
ainage will be held by the LOCAL AGENCY from progress payments due to CONSULTANT. CONSULTANTS and subconsultants are prohibited from holding retainage from subconsultants. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies, otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants.

Method 2: No ret
ainage will be held by the LOCAL AGENCY from progress payments due to CONSULTANT. Any retainage kept by CONSULTANT or by a subconsultant must be paid in full to the earning subconsultant within 15 days after the subconsultant’s work is satisfactorily completed.

Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies, otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants.

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Method 3: The LOCAL AGENCY shall hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY of the contract work and pay retainage to CONSULTANT based on these acceptances. CONSULTANT or subconsultant shall return all monies withheld in retention from all subconsultants within 15 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the LOCAL AGENCY. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT; deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non- DBE subconsultants.

Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subcontract performance, or noncompliance by a subconsultant.

ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES A. Prior authorization in writing by LOCAL AGENCY’s Contract Administrator shall be required before CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or CONSULTANT services. CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs.

B. For purchase of any item, service, or consulting work not covered in CONSULTANT’s approved Cost Proposal and exceeding five thousand dollars ($5,000), with prior authorization by LOCAL AGENCY’s Contract Administrator, three competitive quotations must be submitted with the request, or the absence of proposal must be adequately justified.

C. Any equipment purchased with funds provided under the terms of this AGREEMENT is subject to the following:

1. CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of five thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold or traded in, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the AGREEMENT, or if the AGREEMENT is terminated, CONSULTANT may either keep the equipment and credit LOCAL AGENCY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established LOCAL AGENCY procedures; and credit LOCAL AGENCY in an amount equal to the sales price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL AGENCY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by LOCAL AGENCY.

2. Regulation 2 CFR 200 requires a credit to Federal funds when participating equipment with a fair market value greater than five thousand dollars ($5,000) is credited to the project.

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ARTICLE XII STATE PREVAILING WAGE RATES
A. No CONSULTANT or Subconsultant may be awarded an AGREEMENT containing public work elements unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code §1725.5. Registration with DIR must be maintained throughout the entire term of this AGREEMENT, including any subsequent amendments.

B. The CONSULTANT shall comply with all of the applicable provisions of the California Labor Code requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations applicable to work under this AGREEMENT are available and on file with the Department of Transportation's Regional/District Labor Compliance Officer (https://dot.ca.gov/programs/construction/labor-compliance). These wage rates are made a specifi c
part of this AGREEMENT by reference pursuant to Labor Code §1773.2 and will be applicable to work performed at a construction project site. Prevailing wages will be applicable to all inspection work performed at LOCAL AGENCY construction sites, at LOCAL AGENCY facilities and at off-site locations that are set up by the construction contractor or one of its subcontractors solely and specifically to serve LOCAL AGENCY projects. Prevailing wage requirements do not apply to inspection work performed at the facilities of vendors and commercial materials suppliers that provide goods and services to the general public.

C. General Prevailing Wage Rate Determinations applicable to this project may also be obtained from the Department of Industrial Relations website at http://www.dir.ca.gov.

D. Payroll Records

1. Each CONSULTANT and Subconsultant shall keep accurate certified payroll records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the CONSULTANT or Subconsultant in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct. b. The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work performed by his or her employees on the public works project.

2. The payroll records enumerated under paragraph (1) above shall be certified as correct by the CONSULTANT under penalty of perjury. The payroll records and all supporting documents shall be made available for inspection and copying by LOCAL AGENCY representatives at all reasonable hours at the principal office of the CONSULTANT. The CONSULTANT shall provide copies of certified payrolls or permit inspection of its records as follows:
a. A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or the employee's authorized representative on request. b. A certified copy of all payroll records enumerated in paragraph (1) above, shall be made available for inspection or furnished upon request to a representative of LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of the Department of Industrial Relations. Certified payrolls submitted to LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards shall not be altered or obliterated by the CONSULTANT.

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c. The public shall not be given access to certified payroll records by the CONSULTANT.

The CONSULTANT is required to forward any requests for certified payrolls to the LOCAL AGENCY Contract Administrator by both email and regular mail on the business day following receipt of the request.

3. Each CONSULTANT shall submit a certified copy of the records enumerated in paragraph (1) above, to the entity that requested the records within ten (10) calendar days after receipt of a written request.

4. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by LOCAL AGENCY shall be marked or obliterated in such a manner as to prevent disclosure of each individual's name, address, and social security number. The name and address of the CONSULTANT or Subconsultant performing the work shall not be marked or obliterated.

5. The CONSULTANT shall inform LOCAL AGENCY of the location of the records enumerated under paragraph (1) above, including the street address, city and county, and shall, within five (5) working days, provide a notice of a change of location and address.

6. The CONSULTANT or Subconsultant shall have ten (10) calendar days in which to comply subsequent to receipt of written notice requesting the records enumerated in paragraph (1) above. In the event the CONSULTANT or Subconsultant fails to comply within the ten (10) day period, he or she shall, as a penalty to LOCAL AGENCY, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated.

Such penalties shall be withheld by LOCAL AGENCY from payments then due. CONSULTANT is not subject to a penalty assessment pursuant to this section due to the failure of a Subconsultant to comply with this section.

E. When prevailing wage rates apply, the CONSULTANT is responsible for verifying compliance with certified payroll requirements. Invoice payment will not be made until the invoice is approved by the LOCAL AGENCY Contract Administrator.

F. Penalty

1. The CONSULTANT and any of its Subconsultants shall comply with Labor Code §1774 and §1775. Pursuant to Labor Code §1775, the CONSULTANT and any Subconsultant shall forfeit to the LOCAL AGENCY a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of DIR for the work or craft in which the worker is employed for any public work done under the AGREEMENT by the CONSULTANT or by its Subconsultant in violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive.

2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of the CONSULTANT or Subconsultant in failing to pay the correct rate of prevailing wages, or the previous record of the CONSULTANT or Subconsultant in meeting their respective prevailing wage obligations, or the willful failure by the CONSULTANT or Subconsultant to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rates of prevailing wages is not excusable if the CONSULTANT or Subconsultant had knowledge of the obligations under the Labor Code. The CONSULTANT is responsible for paying the appropriate rate, including any escalations that take place during the term of the AGREEMENT.

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3. In addition to the penalty and pursuant to Labor Code §1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the CONSULTANT or Subconsultant.

4. If a worker employed by a Subconsultant on a public works project is not paid the general prevailing per diem wages by the Subconsultant, the CONSULTANT of the project is not liable for the penalties described above unless the CONSULTANT had knowledge of that failure of the Subconsultant to pay the specified prevailing rate of wages to those workers or unless the CONSULTANT fails to comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the Subconsultant for the performance of work on public works projects shall include a copy of the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815. b. The CONSULTANT shall monitor the payment of the specified general prevailing rate of per diem wages by the Subconsultant to the employees by periodic review of the certified payroll records of the Subconsultant.
c. Upon becoming aware of the Subconsultant’s failure to pay the specified prevailing rate of wages to the Subconsultant’s workers, the CONSULTANT shall diligently take corrective action to halt or rectify the failure, including but not limited to, retaining sufficient funds due the Subconsultant for work performed on the public works project. d. Prior to making final payment to the Subconsultant for work performed on the public works project, the CONSULTANT shall obtain an affidavit signed under penalty of perjury from the Subconsultant that the Subconsultant had paid the specified general prevailing rate of per diem wages to the Subconsultant’s employees on the public works project and any amounts due pursuant to Labor Code §1813.

5. Pursuant to Labor Code §1775, LOCAL AGENCY shall notify the CONSULTANT on a public works project within fifteen (15) calendar days of receipt of a complaint that a Subconsultant has failed to pay workers the general prevailing rate of per diem wages.

6. If LOCAL AGENCY determines that employees of a Subconsultant were not paid the general prevailing rate of per diem wages and if LOCAL AGENCY did not retain sufficient money under the AGREEMENT to pay those employees the balance of wages owed under the general prevailing rate of per diem wages, the CONSULTANT shall withhold an amount of moneys due the Subconsultant sufficient to pay those employees the general prevailing rate of per diem wages if requested by LOCAL AGENCY.

G. Hours of Labor
Eight (8) hours labor constitutes a legal day's work. The CONSULTANT shall forfeit, as a penalty to the LOCAL AGENCY, twenty-five dollars ($25) for each worker employed in the execution of the AGREEMENT by the CONSULTANT or any of its Subconsultants for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day and forty (40) hours in any week, at not less than one and one-half (1.5) times the basic rate of pay, as provided in §1815.

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H. Employment of Apprentices

1. Where either the prime AGREEMENT or the subagreement exceeds thirty thousand dollars ($30,000), the CONSULTANT and any subconsultants under him or her shall comply with all applicable requirements of Labor Code §§ 1777.5, 1777.6 and 1777.7 in the employment of apprentices.

2. CONSULTANTs and subconsultants are required to comply with all Labor Code requirements regarding the employment of apprentices, including mandatory ratios of journey level to apprentice workers. Prior to commencement of work, CONSULTANT and subconsultants are advised to contact the DIR Division of Apprenticeship Standards website at https://www.dir.ca.gov/das/, for additional information regarding t he employment of apprentices
and for the specific journey-to- apprentice ratios for the AGREEMENT work. The CONSULTANT is responsible for all subconsultants’ compliance with these requirements.

Penalties are specified in Labor Code §1777.7.

ARTICLE XIII CO

NFLICT OF INT
EREST
A. During the term of this AGREEMENT, the CONSULTANT shall disclose any financial, business, or other relationship with LOCAL AGENCY that may have an impact upon the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project which will follow.

B. CONSULTANT certifies that it has disclosed to LOCAL AGENCY any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this AGREEMENT. CONSULTANT agrees to advise LOCAL AGENCY of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this AGREEMENT. CONSULTANT further agrees to complete any statements of economic interest if required by either LOCAL AGENCY ordinance or State law.

C. The CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this AGREEMENT.

D. The CONSULTANT hereby certifies that the CONSULTANT or subconsultant and any firm affiliated with the CONSULTANT or subconsultant that bids on any construction contract or on any Agreement to provide construction inspection for any construction project resulting from this AGREEMENT, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise.

ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION The CONSULTANT warrants that this AGREEMENT was not obtained or secured through rebates, kickbacks or other unlawful consideration either promised or paid to any LOCAL AGENCY employee.

For breach or violation of this warranty, LOCAL AGENCY shall have the right, in its discretion, to terminate this AGREEMENT without liability, to pay only for the value of the work actually performed, or to deduct from this AGREEMENT price or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.

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ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS

FOR LOBBYING
[Include this article in all AGREEMENTs where federal funding will exceed $150,000. If less than $150,000 in federal funds will be expended on the AGREEMENT; delete this article and re-number the subsequent articles.]

A. The CONSULTANT certifies, to the best of his or her knowledge and belief, that:

1. No State, Federal, or LOCAL AGENCY appropriated funds have been paid or will be paid, by or on behalf of the CONSULTANT, to any person for influencing or attempting to influence an officer or employee of any local, State, or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this AGREEMENT, or with the extension, continuation, renewal, amendment, or modification of this AGREEMENT.

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

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

C. The CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower tier subagreements, which exceed one hundred thousand dollars ($100,000), and that all such subrecipients shall certify and disclose accordingly.

ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE A. The CONSULTANT’s signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless exempt, complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 8103.

B. During the performance of this AGREEMENT, CONSULTANT and its subconsultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

C. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2

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CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by LOCAL AGENCY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a-f), set forth 2 CCR §§8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.

D. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or LOCAL AGENCY shall require to ascertain compliance with this clause.

E. CONSULTANT and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

F. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT.

G. The CONSULTANT, with regard to the work performed under this AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

H. The CONSULTANT shall comply with regulations relative to non-discrimination in federally-assisted programs of the U.S. Department of Transportation (49 CFR 21 - Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of Subconsultants.

I. CONSULTANT, subrecipient or subconsultant will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin. In administering the LOCAL AGENCY components of the DBE Program Plan, CONSULTANT, subrecipient or subconsultant will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.

ARTICLE XVII DEBA

RMENT AND SUSPENSI

ON CERTIFICATION
A. The CONSULTANT’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager:

1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;

2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years;

3. Does not have a proposed debarment pending; and

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4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.

B. Any exceptions to this certification must be disclosed to LOCAL AGENCY. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action.

C. Exceptions to the Federal Government excluded parties (https://sam.gov/content/home) maintained by the U.S. General Services Administration are to be determined by FHWA.

ARTICLE XVIII DIS

ADVANTAGE

D BUSINESS ENTERPRISES (DBE) PARTICIPATION
A. CONSULTANT, subrecipient (LOCAL AGENCY), or subconsultant shall take necessary and reasonable steps to ensure that DBEs have opportunities to participate in the contract (49 CFR 26).

To ensure equal participation of DBEs provided in 49 CFR 26.5, the LOCAL AGENCY shows a contract goal for DBEs. CONSULTANT shall make work available to DBEs and select work parts consistent with available DBE subconsultants and suppliers.

CONSULTANT shal
l meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate Good Faith Efforts (GFE) to meet this goal. It is CONSULTANT’s responsibility to verify at date of proposal opening that the DBE firm is certified as a DBE by using the California Unified Certification Program (CUCP) database and possesses the most specific available North American Industry Classification System (NAICS) codes and work code applicable to the type of work the firm will perform on the contract. Additionally, the CONSULTANT is responsible to document the verification record by printing out the CUCP data for each DBE firm. A list of DBEs certified by the CUCP can be found at https://dot.ca.gov/programs/civil-rights/dbe-search.

All DBE participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal. Credit for materials or supplies CONSULTANT purchases from DBEs counts towards the goal in the following manner:
• 100 percent counts if the materials or supplies are obtained from a DBE manufacturer. • 60 percent counts if the materials or supplies are purchased from a DBE regular dealer. • Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49 CFR 26.55 defines "manufacturer" and "regular dealer." This AGREEMENT is subject to 49 CFR 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. CONSULTANTs who enter into a federally-funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve California's statewide overall DBE goal.

B. The goal for DBE participation for this AGREEMENT is %. Participation by DBE CONSULTANT or subconsultants shall be in accordance with information contained in Exhibit 10- O2: Consultant Contract DBE Commitment attached hereto and incorporated as part of the AGREEMENT. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.

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C. CONSULTANT can meet the DBE participation goal by either documenting commitments to DBEs to meet the AGREEMENT goal, or by documenting adequate good faith efforts to meet the AGREEMENT goal. An adequate good faith effort means that the CONSULTANT must show that it took all necessary and reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to meet the DBE goal. If CONSULTANT has not met the DBE goal, complete and submit Exhibit 15-H: Proposer/Contractor Good Faith Efforts to document efforts to meet the goal. Refer to 49 CFR 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.

D. Contract Assurance
Under 49 CFR 26.13(b):

CONSULTANT, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. CONSULTANT shall carry out applicable requirements of 49 CFR 26 in the award and administration of federal-aid contracts.

Failure by the CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying CONSULTANT from future proposing as non-responsible E. Termination and Replacement of DBE Subconsultants
CONSULTANT shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless CONSULTANT or DBE subconsultant obtains the LOCAL AGENCY’s written consent. CONSULTANT shall not terminate or replace a listed DBE for convenience and perform the work with their own forces or obtain materials from other sources without authorization from the LOCAL AGENCY. Unless the LOCAL AGENCY’s consent is provided, the CONSULTANT shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE on the Exhibit 10-02: Consultant Contract DBE Commitment form.

Termination of DBE Subconsultants
After execution of the AGREEMENT, termination of a DBE may be allowed for the following, but not limited to, justifiable reasons with prior written authorization from the LOCAL AGENCY:

1. Listed DBE fails or refuses to execute a written contract based on plans and specifications for the project.

2. The LOCAL AGENCY stipulated that a bond is a condition of executing the subcontract and the listed DBE fails to meet the LOCAL AGENCY’s bond requirements.

3. Work requires a consultant's license and listed DBE does not have a valid license under Contractors License Law.

4. Listed DBE fails or refuses to perform the work or furnish the listed materials (failing or refusing to perform is not an allowable reason to remove a DBE if the failure or refusal is a result of bad faith or discrimination).

5. Listed DBE's work is unsatisfactory and not in compliance with the contract.

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6. Listed DBE is ineligible to work on the project because of suspension or debarment.

7. Listed DBE becomes bankrupt or insolvent or exhibits credit unworthiness.

8. Listed DBE voluntarily withdraws with written notice from the Contract.

9. Listed DBE is ineligible to receive credit for the type of work required.

10. Listed DBE owner dies or becomes disabled resulting in the inability to perform the work on the Contract.

11. The LOCAL AGENCY determines other documented good cause.

CONSULTANT must use the following procedures to request the termination of a DBE or portion of a DBE’s work:

1. Send a written notice to the DBE of the CONSULTANT’s intent to use other forces or material sources and include one or more justifiable reasons listed above. Simultaneously send a copy of this written notice to the LOCAL AGENCY. The written notice to the DBE must request they provide any response within five (5) business days to both the CONSULTANT and the LOCAL AGENCY by either acknowledging their agreement or documenting their reasoning as to why the use of other forces or sources of materials should not occur.

2. If the DBE does not respond within five (5) business days, CONSULTANT may move forward with the request as if the DBE had agreed to CONSULTANT’s written notice.

3. Submit CONSULTANT’s DBE termination request by written letter to the LOCAL AGENCY and include:
• One or more above listed justifiable reasons along with supporting documentation. • CONSULTANT’s written notice to the DBE regarding the request, including proof of transmission and tracking documentation of CONSULTANT’s written notice • The DBE's response to CONSULTANT’s written notice, if received. If a written response was not provided, provide a statement to that effect.

The LOCAL AGENCY shall respond in writing to CONSULTANT’s DBE termination request within five (5) business days.

Replacement of DBE Subconsultants
After receiving the LOCAL AGENCY’s written authorization of DBE termination request, CONSULTANT must obtain the LOCAL AGENCY’s written agreement for DBE replacement.

CONSULTANT must find or demonstrate GFEs to find qualified DBE replacement firms to perform the work to the extent needed to meet the DBE commitment.

The following procedures shall be followed to request authorization to replace a DBE firm:

1. Submit a request to replace a DBE with other forces or material sources in writing to the LOCAL AGENCY which must include:
a. Description of remaining uncommitted work item made available for replacement DBE solicitation and participation.
b. The proposed DBE replacement firm's business information, the work they have agreed to perform, and the following:
• Description of scope of work and cost proposal

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• Proposed subcontract agreement and written confirmation of agreement to perform on the Contract
• Revised Exhibit 10-O2: Consultant Contract DBE Commitment

2. If CONSULTANT has not identified a DBE replacement firm, submits documentation of CONSULTANT’s GFEs to use DBE replacement firms within seven (7) days of LOCAL AGENCY's authorization to terminate the DBE. CONSULTANT may request the LOCAL AGENCY's approval to extend this submittal period to a total of 14 days. Submit documentation of actions taken to find a DBE replacement firm, such as:
• Search results of certified DBEs available to perform the original DBE work identified and or other work CONSULTANT had intended to self-perform, to the extent needed to meet DBE commitment
• Solicitations of DBEs for performance of work identified • Correspondence with interested DBEs that may have included contract details and requirements
• Negotiation efforts with DBEs that reflect why an agreement was not reached • If a DBE's quote was rejected, provide reasoning for the rejection, such as why the DBE was unqualified for the work, or why the price quote was unreasonable or excessive
• Copies of each DBE's and non-DBE's price quotes for work identified, as the LOCAL AGENCY may contact the firms to verify solicitation efforts and determine if the DBE quotes are substantially higher
• Additional documentation that supports CONSULTANT’s GFE The LOCAL AGENCY shall respond in writing to CONSULTANT’s DBE replacement request within five (5) business days.

F. Commitment and Utilization
The LOCAL AGENCY’s DBE program must include a monitoring and enforcement mechanism to ensure that DBE commitments reconcile to DBE utilization.

The LOCAL AGENCY shall request CONSULTANT to:

1. Notify the LOCAL AGENCY’s contract administrator or designated representative of any changes to its anticipated DBE participation

2. Provide this notification before starting the affected work

3. Maintain records including:
• Name and business address of each 1
st
-tier subconsultant
• Name and business address of each DBE subconsultant, DBE vendor, and DBE trucking company, regardless of tier
• Date of payment and total amount paid to each business (see Exhibit 9-F: Monthly Disadvantaged Business Enterprise Payment)
If CONSULTANT is a DBE CONSULTANT, they shall include the date of work performed by their own forces and the corresponding value of the work.

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If a DBE is decertified before completing its work, the DBE must notify CONSULTANT in writing of the decertification date. If a business becomes a certified DBE before completing its work, the business must notify CONSULTANT in writing of the certification date. CONSULTANT shall submit the notifications to the LOCAL AGENCY. On work completion, CONSULTANT shall complete Exhibit 17-O: Disadvantaged Business Enterprises (DBE) Certification Status Change and submit the form to the LOCAL AGENCY within 30 days of contract acceptance.

Upon work complet
ion, CONSULTANT shall complete Exhibit 17-F: Final Report – Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors and submit it to the LOCAL AGENCY within 90 days of contract acceptance. The LOCAL AGENCY will withhold $10,000 until the form is submitted. The LOCAL AGENCY will release the withhold upon submission of the completed form.

In the LOCAL AGENCY’s r
eports of DBE participation to Caltrans, the LOCAL AGENCY must display both commitments and attainments.

G. Commercially Useful Function
DBEs must perform a commercially useful function (CUF) under 49 CFR 26.55 when performing work or supplying materials listed on the DBE Commitment form. The DBE value of work will only count toward the DBE commitment if the DBE performs a CUF. A DBE performs a CUF when it is responsible for execution of the work of the AGREEMENT and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible, with respect to materials and supplies used on the AGREEMENT, for negotiating price, determining quality and quantity, ordering the material and installing (where applicable), and paying for the material itself.

CONSULTANT must perform CUF evaluation for each DBE working on a federal-aid contract, with or without a DBE goal. Perform a CUF evaluation at the beginning of the DBE’s work and continue to monitor the performance of CUF for the duration of the project.

CONSULTANT must provide written notification to the LOCAL AGENCY at least 15 days in advance of each DBE's initial performance of work or supplying materials for the Contract. The notification must include the DBE's name, work the DBE will perform on the contract, and the location, date, and time of where their work will take place.

Within 10 days of a DBE initially performing work or supplying materials on the Contract, CONSULTANT shall submit to the LPA the initial evaluation and validation of DBE performance of a CUF using the LAPM 9-J: Disadvantaged Business Enterprise Commercially Useful Function Evaluation. Include the following information with the submittal:
• Subcontract agreement with the DBE
• Purchase orders
• Bills of lading
• Invoices
• Proof of payment
CONSULTANT must monitor all DBE’s performance of CUF by conducting quarterly evaluations and validations throughout their duration of work on the Contract using the LAPM 9-J: DBE Commercially Useful Function Evaluation. CONSULTANT must submit to the LOCAL AGENCY

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these quarterly evaluations and validations by the 5th of the month for the previous three months of work.

CONSULTANT must notify the LOCAL AGENCY immediately if they believe the DBE may not be performing a CUF.

The LOCAL AGENCY will verify DBEs performance of CUF by reviewing the initial and quarterly submissions of LAPM 9-J: DBE Commercially Useful Function Evaluation, submitted supporting information, field observations, and through any additional LOCAL AGENCY evaluations. The LOCAL AGENCY must evaluate DBEs and their CUF performance throughout the duration of a Contract. The LOCAL AGENCY will provide written notice to the CONSULTANT and the DBE at least two (2) business days prior to any evaluation. The CONSULTANT and the DBE must participate in the evaluation. Upon completing the evaluation, the LOCAL AGENCY must share the evaluation results with the CONSULTANT and the DBE. An evaluation could include items that must be remedied upon receipt. If the LOCAL AGENCY determines the DBE is not performing a CUF, the CONSULTANT must suspend performance of the noncompliant work.

CONSULTANT and DBEs must submit any additional CUF related records and documents within five (5) business days of LOCAL AGENCY’s request such as:
• Proof of ownership or lease and rental agreements for equipment • Tax records
• Employee rosters
• Certified payroll records
• Inventory rosters
Failure to submit required DBE Commercially Useful Function Evaluation forms or requested records and documents can result in withholding of payment for the value of work completed by the DBE.

If CONSULTANT and/or the LOCAL AGENCY determine that a listed DBE is not performing a CUF in performance of their DBE committed work, CONSULTANT must immediately suspend performance of the noncompliant portion of the work. LOCAL AGENCY may deny payment for the noncompliant portion of the work. LOCAL AGENCY will ask the CONSULTANT to submit a corrective action plan (CAP) to the LOCAL AGENGY within five (5) days of the noncompliant CUF determination. The CAP must identify how the CONSULTANT will correct the noncompliance findings for the remaining portion of the DBE's work. LOCAL AGENCY has five (5) days to review the CAP in conjunction with the CONSULTANT’s review. The CONSULTANT must implement the CAP within five (5) days of the LOCAL AGENCY's approval. The LOCAL AGENCY will then authorize the prior noncompliant portion of work for the DBE's committed work.

If corrective actions cannot be accomplished to ensure the DBE performs a commercially useful function on the Contract, CONSULTANT may have good cause to request termination of the DBE.

H. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, AGREEMENT, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate.

I. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its AGREEMENT with its own work force, or the DBE subcontracts a greater portion of the work

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of the AGREEMENT than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.

J. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier.

The records shall show the date of payment and the total dollar figure paid to all firms. DBE CONSULTANT’s shall also show the date of work performed by their own forces along with the corresponding dollar value of the work.

K. If a DBE subconsultant is decertified during the life of the AGREEMENT, the decertified subconsultant shall notify CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the AGREEMENT, the subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to LOCAL AGENCY’s Contract Administrator within thirty (30) calendar days.

L. For projects awarded on or after March 1, 2020, but before September 1, 2023: No later than the 10th of the month following the month of any payment(s), the CONSULTANT must submit an invoice for payment along with Exhibit 9-F: Monthly Disadvantaged Business Enterprise (DBE) Payment to the Caltrans Business Support Unit at [email protected]. Provide a copy to the LOCAL AGENCY administering the contract.

For projects awarded on or after September 1, 2023: Exhibit 9-F is no longer required. Instead, by the 15th of the month following the month of any payment(s), the CONSULTANT must now submit Exhibit 9-P to the LOCAL AGENCY administering the contract. If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.

M. Any subcontract entered into as a result of this AGREEMENT shall contain all of the provisions of this section.

ARTICLE XIX INS
URANCE
[Choose either Option 1 or Option 2]
[Option 1 - for AGREEMENT with a scope of services that may require the CONSULTANT or subconsultant to work within the operating state or Local Agency Highway Right of Way; where there would be exposure to public traffic or construction operations.] A. Prior to commencement of the work described herein, CONSULTANT shall furnish LOCAL AGENCY a Certificate of Insurance stating that there is general comprehensive liability insurance presently in effect for CONSULTANT with a combined single limit (CSL) of not less than one million dollars ($1,000,000) per occurrence.

B. The Certificate of Insurance will provide:

1. That the insurer will not cancel the insured’s coverage without thirty (30) calendar days prior written notice to LOCAL AGENCY.

2. That LOCAL AGENCY, its officers, agents, employees, and servants are included as additional insureds, but only insofar as the operations under this AGREEMENT are concerned.

3. That LOCAL AGENCY will not be responsible for any premiums or assessments on the policy.

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C. CONSULTANT agrees that the bodily injury liability insurance herein provided for, shall be in effect at all times during the term of this AGREEMENT. In the event said insurance coverage expires at any time or times during the term of this AGREEMENT, CONSULTANT agrees to provide at least thirty (30) calendar days prior notice to said expiration date; and a new Certificate of Insurance evidencing insurance coverage as provided for herein, for not less than either the remainder of the term of the AGREEMENT, or for a period of not less than one (1) year. New Certificates of Insurance are subject to the approval of LOCAL AGENCY. In the event CONSULTANT fails to keep in effect at all times insurance coverage as herein provided, LOCAL AGENCY may, in addition to any other remedies it may have, terminate this AGREEMENT upon occurrence of such event.
[Opt
ion 2 - for AGREEMENTs with a scope of services that will not require the CONSULTANT or subconsultant to work within the operating state or Local Agency Highway Right of Way where there would be exposure to public traffic or construction CONSULTANT operations.] CONSULTANT is not required to show evidence of general comprehensive liability insurance.

ART

ICLE XX FUNDING REQUIREMENTS
A. It is mutually understood between the parties that this AGREEMENT may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the AGREEMENT were executed after that determination was made.

B. This AGREEMENT is valid and enforceable only if sufficient funds are made available to LOCAL AGENCY for the purpose of this AGREEMENT. In addition, this AGREEMENT is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or LOCAL AGENCY governing board that may affect the provisions, terms, or funding of this AGREEMENT in any manner.

C. It is mutually agreed that if sufficient funds are not appropriated, this AGREEMENT may be amended to reflect any reduction in funds.

D. LOCAL AGENCY has the option to terminate the AGREEMENT pursuant to Article VI Termination, or by mutual agreement to amend the AGREEMENT to reflect any reduction of funds.

ART

ICLE XXI CHANGE IN TERMS
A. This AGREEMENT may be amended or modified only by mutual written agreement of the parties.

B. CONSULTANT shall only commence work covered by an amendment after the amendment is executed and notification to proceed has been provided by LOCAL AGENCY’s Contract Administrator.

C. There shall be no change in CONSULTANT’s Project Manager or members of the project team, as listed in the approved Cost Proposal, which is a part of this AGREEMENT without prior written approval by LOCAL AGENCY’s Contract Administrator.

ART

ICLE XXII CONTINGENT FEE
CONSULTANT warrants, by execution of this AGREEMENT that no person or selling agency has been employed, or retained, to solicit or secure this AGREEMENT upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide

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established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this AGREEMENT without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

ARTICLE XXIII DI
SPUTES
Prior to either party commencing any legal action under this AGREEMENT, the parties agree to try in good faith, to settle any dispute amicably between them. If a dispute has not been settled after forty-five (45) days of good-faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the other.
[Choose either Option 1 or Option 2]
[Option 1 - Use paragraphs A through C below for all AGREEMENTs without PS&E submittal] A. Any dispute, other than audit, concerning a question of fact arising under this AGREEMENT that is not disposed of by agreement shall
be decided by a committee consisting of LOCAL AGENCY’s
Contract Administrator and (Insert Department Head or Official), who may consider written or verbal information submitted by CONSULTANT.

B. Not later than t
hirty (30)
calendar days after completion of all work under the AGREEMENT, CONSULTANT may request review by LOCAL AGENCY Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.

C. Neither the pendency of
a dispute, nor its consideration by the committee will excuse CONSULTANT from full and timely performance in accordance with the terms of this AGREEMENT. [Option 2 - Repl
ace Paragraph B, above, with the following for AGREEMENTs requiring the submission of PS&E]
B. Not later than thirty (30) calendar days after completion of all deliverables necessary to complete the plans, specifications and estimate, CONSULTANT may request review by LOCAL AGENCY Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.

ARTICLE XXIV IN

SPECTION OF WORK
CONSULTANT and any subconsultant shall permit LOCAL AGENCY, the State, and the FHWA if federal participating funds are used in this AGREEMENT; to review and inspect the project activities and files at all reasonable times during the performance period of this AGREEMENT.

ARTICLE XXV SAFET
Y
A. CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. CONSULTANT shall comply with safety instructions issued by LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives.

CONSULTANT personnel shall wear hard hats and safety vests at all times while working on the construction project site.

B. Pursuant to the authority contained in Vehicle Code §591, LOCAL AGENCY has determined that such areas are within the limits of the project and are open to public traffic. CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code.

CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles.

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C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article.
[Add the following paragr
aph to all AGREEMENTs, which may require trenching of five feet or deeper] D. CONSULTANT must have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in Labor Code §6500 and §6705, prior to the initiation of any practices, work, method, operation, or process related to the construction or excavation of trenches which are five (5) feet or deeper.

ARTICLE XXVI OWNE

RSHIP OF DATA
A. It is mutually agreed that all materials prepared by CONSULTANT under this AGREEMENT shall become the property of City, and CONSULTANT shall have no property right therein whatsoever.

Immediately upon termination, City shall be entitled to, and CONSULTANT shall deliver to City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by CONSULTANT in performing this AGREEMENT which is not CONSULTANT’s privileged information, as defined by law, or CONSULTANT’s personnel information, along with all other property belonging exclusively to City which is in CONSULTANT’s possession. Publication of the information derived from work performed or data obtained in connection with services rendered under this AGREEMENT must be approved in writing by City.

B. Additionally, it is agreed that the Parties intend this to be an AGREEMENT for services and each considers the products and results of the services to be rendered by CONSULTANT hereunder to be work made for hire. CONSULTANT acknowledges and agrees that the work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City without restriction or limitation upon its use or dissemination by City.

C. Nothing herein shall constitute or be construed to be any representation by CONSULTANT that the work product is suitable in any way for any other project except the one detailed in this Contract.

Any reuse by City for another project or project location shall be at City’s sole risk.

D. Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27 Subpart 27.3 - Patent Rights under Government Contracts for federal- aid contracts).

E. LOCAL AGENCY may permit copyrighting reports or other agreement products. If copyrights are permitted; the AGREEMENT shall provide that the FHWA shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes.

ARTICLE XXVII CLAI
MS FILED BY LOCAL AGENCY’s CONS TRUCTION CONTRACTOR
A. If claims are filed by LOCAL AGENCY’s construction contractor relating to work performed by CONSULTANT’s personnel, and additional information or assistance from CONSULTANT’s personnel is required in order to evaluate or defend against such claims; CONSULTANT agrees to make its personnel available for consultation with LOCAL AGENCY’S construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.

B. CONSULTANT’s personnel that LOCAL AGENCY considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from LOCAL AGENCY.

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Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for CONSULTANT’s personnel services under this AGREEMENT.

C. Services of CONSULTANT’s personnel in connection with LOCAL AGENCY’s construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this AGREEMENT in order to resolve the construction claims.

ARTICLE XXVIII CONFIDENTIALITY OF DATA
A. All financial, statistical, personal, technical, or other data and information relative to LOCAL AGENCY’s operations, which are designated confidential by LOCAL AGENCY and made available to CONSULTANT in order to carry out this AGREEMENT, shall be protected by CONSULTANT from unauthorized use and disclosure.

B. Permission to disclose information on one occasion, or public hearing held by LOCAL AGENCY relating to the AGREEMENT, shall not authorize CONSULTANT to further disclose such information, or disseminate the same on any other occasion.

C. CONSULTANT shall not comment publicly to the press or any other media regarding the AGREEMENT or LOCAL AGENCY’s actions on the same, except to LOCAL AGENCY’s staff, CONSULTANT’s own personnel involved in the performance of this AGREEMENT, at public hearings, or in response to questions from a Legislative committee.

D. CONSULTANT shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this AGREEMENT without prior review of the contents thereof by LOCAL AGENCY, and receipt of LOCAL AGENCY’S written permission.

E. Any subcontract entered into as a result of this contract shall contain all of the provisions of this Article.

[For PS&E contracts add paragraph F, below, to paragraphs A through E, above] F. All information related to the construction estimate is confidential, and shall not be disclosed by CONSULTANT to any entity, other than LOCAL AGENCY, Caltrans, and/or FHWA. All of the materials prepared or assembled by CONSULTANT pursuant to performance of this Contract are confidential and CONSULTANT agrees that they shall not be made available to any individual or organization without the prior written approval of City or except by court order. If CONSULTANT or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Contract, City has the right to reimbursement and indemnity from CONSULTANT for any damages caused by CONSULTANT releasing the information, including, but not limited to, City’s attorney’s fees and disbursements, including without limitation experts’ fees and disbursements.

ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code §10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two-year period, because of CONSULTANT’s failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board.

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ARTICLE XXX EVALUATION OF CONSULTANT
CONSULTANT’s performance will be evaluated by LOCAL AGENCY. A copy of the evaluation will be sent to CONSULTANT for comments. The evaluation together with the comments shall be retained as part of the AGREEMENT record.

ARTICLE XXXI PROMPT P
AYMENT
A. PROMPT PAYMENT FROM LOCAL AGENCY TO CONSULTANT
The LOCAL AGENCY shall make all project progress payment within 30 days after receipt of an undisputed and properly submitted payment request from CONSULTANT on a professional service contract. If the LOCAL AGENCY fails to pay promptly, the LOCAL AGENCY shall pay interest to the CONSULTANT, which accrues at the rate of 10 percent per annum on the principal amount of a money judgment remaining unsatisfied and pro-rated as necessary. Upon receipt of the payment request, the LOCAL AGENCY shall act in accordance with both of the following:
(1) The LOCAL AGENCY shall review each payment request as soon as feasible after receipt to verify it is a proper payment request.
(2) The LOCAL AGENCY must return any payment request deemed improper by the LOCAL AGENCY to the CONSULTANT as soon as feasible, but not later than seven (7) days, after receipt. A request returned pursuant to this paragraph shall include documentation setting forth in writing the reasons why it is an improper payment request.

B. PROMPT PAYMENT CERTIFICATION
For projects awarded on or after September 1, 2023: the CONSULTANT must now submit Exhibit 9-P to the LOCAL AGENCY administering the contract by the 15th of the month following the month of any payment(s). If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.

The LOCAL AGENCY must verify all Exhibit 9-P information, monitor compliance with prompt payment requirements for DBE and non-DBE firms, and address any shortfalls to the DBE commitment and prompt payment issues until the end of the project. The LOCAL AGENCY must email a copy of Exhibit 9-P to [email protected] before the end of the month after receiving the Exhibit 9-P from the CONSULTANT.

ARTICLE XXXII TITLE VI ASSURANCES
APPENDICES A - E of the TITLE VI ASSURANCES
[The U.S. Departm
ent of Transportation Order No.1050.2A requires all federal-aid Department of Transportation contracts between an agency and a consultant to contain Appendices A and E of the Title VI Assurances. Include Appendices B, C, and D if appliable as shown below. In addition, the consultant must include the Title VI Assurances Appendices A and E, and if applicable Appendices B, C, and D in all subcontracts to perform work under the contract.

The clauses of Appendix B of this Assurance shall be i ncluded as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a LOCAL AGENCY.

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The clauses set forth in Appendix C and Appendix D of this Assurance shall be included as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the LOCAL AGENCY with other parties:
a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and
b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program.]

APPENDIX A
During the performance of this Agreement, the contractor, for itself, its assignees and successors in interest (hereinafter collectively referred to as CONSULTANT) agrees as follows:
a. Compliance with Regulations: CONSULTANT shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement.
b. Nondiscrimination: CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the agreement covers a program set forth in Appendix B of the Regulations.
c. Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub- agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by CONSULTANT of the CONSULTANT’S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. d. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA to be pertinent to ascertain compliance with such Regulations or directives.

Where any information required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, CONSULTANT shall so certify to the recipient or FHWA as appropriate, and shall set forth what efforts CONSULTANT has made to obtain the information.
e. Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the nondiscrimination provisions of this agreement, the recipient shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:
i. withholding of payments to CONSULTANT under the Agreement within a reasonable period of time, not to exceed 90 days; and/or
ii. cancellation, termination or suspension of the Agreement, in whole or in part.

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f. Incorporation of Provisions: CONSULTANT shall include the provisions of paragraphs (1) through (6) in every sub-agreement, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto.

CONSULTANT shal
l take such ac
tion with respect to any sub-agreement or procurement as the recipient or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event CONSULTANT becomes involved in, or is threatened with, litigation with a sub-applicant or supplier as a result of such direction, CONSULTANT may request the recipient enter into such litigation to protect the interests of the State, and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States.

APPENDIX B
CLA

USES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY
The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of Assurance 4:

NOW THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the recipient will accept title to the lands and maintain the project constructed thereon in accordance with Title 23 U.S.C., the regulations for the administration of the preceding statute, and the policies and procedures prescribed by the FHWA of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the recipient all the right, title and interest of the U.S.

Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof.
(HABENDUM CLAUSE)
T
O HAVE AND TO HOLD said lands and interests therein unto the recipient and its successors forever, subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the recipient, its successors and assigns. The recipient, in consideration of the conveyance of said lands and interest in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, that (1) no person will on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2) that the recipient will use the lands and interests in lands and interest in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended [, and (3) that in the event of breach of any of the above- mentioned non-discrimination conditions, the Department will have a right to enter or re-enter said lands and facilities on said lands, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this instruction].*

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(*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to make clear the purpose of Title VI.)

APPENDIX C

CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE

ACTIVITY, FACILITY, OR PROGRAM
The f
ollowing clauses will be included in deeds, licenses, leases, permits, or similar instruments entered into by the recipient pursuant to the provisions of Assurance 7(a):

A. The (grantee, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the case of deeds and leases add “as a covenant running with the land”] that:

1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S.

Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations(as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.

B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Non- discrimination covenants, the recipient will have the right to terminate the (lease, license, permit, etc.) and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued.* C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants, the recipient will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the recipient and its assigns.* (*
Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.)

APPENDIX D

CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE

ACTIVITY, FACILITY OR PROGRAM
The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by the recipient pursuant to the provisions of Assurance 7(b):

A. The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest ,and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, “as a covenant running with the land”) that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on,

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over, or under such land, and the furnishings of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits or, or otherwise be subjected to discrimination, (3) that the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance.

B. With respect to (licenses, leases, permits, etc.) in the event of breach of any of the above of the above Non-discrimination covenants, the recipient will have the right to terminate the (license, permits, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, permit, etc., as appropriate) had never been made or issued.*
C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants, the recipient will there upon revert to and vest in and become the absolute property of the recipient and its assigns.

APPENDIX E
During the perfor
mance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest (hereinafter referred to as the “CONSULTANT”) agrees to comply with the following non- discrimination statutes and authorities, including, but not limited to:

Pertinent Non-Discrimination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), prohibits discrimination on the basis of sex;
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), prohibits discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination of the basis of disability in the operation of public entities, public and private transportation systems, places of

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public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English Proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C.1681 et seq).

ARTICLE XXXIII NOT

IFICATION
All notices hereunder and communications regarding interpretation of the terms of this AGREEMENT and changes thereto, shall be effected by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

CONSULTANT:
(CONSULTANT)
(NAME) ,Project Manager
(ADDRESS)
LOCAL AGENCY:
(LOCAL AGENCY)
(NAME) , Contract A dministrator
(ADDRESS)

ARTICLE XXXIV CONTRACT
The two parties to this AGREEMENT, who are the before named CONSULTANT and the before named LOCAL AGENCY, hereby agree that this AGREEMENT constitutes the entire AGREEMENT which is made and concluded in duplicate between the two parties. Both of these parties for and in consideration of the payments to be made, conditions mentioned, and work to be performed; each agree to diligently perform in accordance with the terms and conditions of this AGREEMENT as evidenced by the signatures below.

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ARTICLE XXXV SIGNATURES
(Name of LOCAL AGENCY) (Name of CONSULT
ANT)
(Signature) (Signature)
(Name of Signer) (Name of Signer)
Date: Date:

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Local Assistance Procedures Manual Exhibit 10-02
Consultant Contract DBE Commitment
EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT

1. Local Agency: City of Stockton 2. Contract DBE Goal: 13%------------

3. Project Description: Street Resurfacing on Federal Aid Streets FY 2023-24

4. Project Location: Hammer Lane, Riverbrook Rd, Brookside Rd, March Lane

5. Consultant's Name: CSG Consultants 6. Prime Certified DBE: □ 7. Total Contract Award Amount: $580,138

8. Total Dollar Amount for & Subconsultants: $ 279,308.00 9. Total Number of ALL Subconsultants: _2 ______ _

10. Description of Work, Service, or Materials 11. DBE 13. DBE Certification 12. DBE Contact Information Dollar Supplied Number Amount Land Survey UNICO - Cesar Montes de Oca 41342 cesar@unicoenigne ering.com p 93,752.� Geotechnical Investigations 20259 Parikh Consultants, (408) 452-9000 ; 152,157i/l'David Wang, [email protected]
I .. •. •·•·
••• /�s��! -�i>h•r!�9.,,i,i�i�l!hl.
s �-�(loft •. •.· ·-_._'---\·-_.:'_,,----- __ '.'_-,.--.. ••·•· ,,. __ ,,
$245909 20. Local Agency Contract
M11mh.,.r· 14. TOTAL CLAIMED DBE PARTICIPATION

21. Federal-Aid Project Number:

22. Contract Execution 42.38%
n::itA·
Local Agency certifies that all DBE certifications are valid and information on IMPORTANT: Identify all DBE firms being claimed for credit, this form is complete and accurate. regardless of tier. Written confirmation of each listed DBE is required.

15.PrAk
10/31/20

23. Local Agency Representative's Signature 24. Date 16. Date Cyrus Kianpour 650-333-0386

25. Local Agency Representative's Name 26. Phone 17. Prepare r's Name 18. Phone President

27. Local Agency Representative's Title 19. Preparer's Title DISTRIBUTION: 1. Original - Local Agency

2. Copy- Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result in de-obligation of federal funds on contract.

ADA Notice: For Individuals with sensory disabilities, this document Is available in alternate formats. For Information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Fonns Management, 1120 N Streat, MS-89, Sacramento, CA 95814.

July 23, 2015

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City of Stockton
Legislation Text
File #: 24-0089, Version: 1
COMMUNITY MEDICAL CENTERS PROJECT UPDATES: COMMUNITY WELL-BEING CRISIS

INTERVENTION PROJECT AND OPIOID SETTLEMENT AGREEMENTS

RECOMMENDATION
Informational only; no action to be taken.

Summary
This will be a quarterly informational update presented by Community Medical Centers on these projects:

1. Care Link Mobile Community Response pilot project, funded by the American Rescue Plan Act (ARPA)

2. Opioid Settlement Agreements, funded through the National Opioid Settlements City of Stockton Printed on 3/7/2024Page 1 of 1
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672
MOBILE COMMUNITY RESPONSE PROGRAM UPDATE
August 2023‐ January 2024
Stockton City Council Meeting
March 12, 2024
Agenda Item #15.1
673
AGENDA
 Incoming and Follow‐up calls over time
 Origin of Calls
 Demographics of Persons in Need
 MCRT Response to Calls
 Clinical Resolutions and Outcomes
 Case Studies
674
Calls Over Time
Aug ‘ 23 –J a n ‘24
 4,250 total calls
 Average of 2‐3 follow‐up
calls to each initial call
each month.

Aug Sept Oct Nov Dec Jan
Initial 277 183 220 146 234 181
Follow Up 458 468 463 531 492 527
0 100
200
300
400
500
600
675
Origin of Calls
Aug ‘23 –J a n ‘24
• 1,074 of 1,241 initial
calls had referral type
data available
• A third of initial calls
came from
community members.
676
Call Times
August ‘ 23 – January ‘24
 Call time information available for
1,210 of 1,241 initial calls
 1,150 out of 1,210 initial incoming
calls occurred from 8am‐7pm
(95%)
 Very few calls came in after 8pm
53 74
102
130
104
114
133
126
111
84 77
42 17
16 13
0 14
8 AM
9 AM
10 AM
11 AM
12 PM
1 PM
2 PM
3 PM
4 PM
5 PM
6 PM
7 PM
8PM
9 PM
10 PM
11 PM
After 12 AM
677
Race/Ethnicity
& Age
Aug ‘23 –J a n ‘24
 Race/ethnicity info
available for 955 of 1,241
initial calls
 DOB available for 1,021
of 1,241 initial calls
16%
22%
14% 14%
11%
14%
8%
0 ‐20 21  ‐ 30 31  ‐ 40 41  ‐ 50 51  ‐ 60 61  ‐ 70 71+
American Indian or
Alaskan Native
1%
Asian
8%
Black
20%
Hispanic
35%
White
35%
678
Gender
Oct ‘23 –J a n ‘24
 CMC began collecting
gender info October 2023
 Available for 657 initial
calls
Oct Nov Dec Jan
Female 92 93 97 81
Male 44 44 115 89
0 20
40 60
80 100
120
140
679
MCRT Mobile
Response by
Zip Code
Aug ‘23 –J a n ‘24
PercentCountZip Code
23%7695207
16%5495202
9%3195203
9%3095206
7%2395204
6%2095205
6%1995210
5%1895209
5%1695212
3%1095219
3%995231
2%895215
3%595213
1%495240
 407 calls had a mobile
team response.
 332 had available zip
code information.
95207
95202
95203
95206
95204
680
MCRT Phone
De‐Escalation
by Zip Code
Aug ‘23 –J a n ‘24
PercentCountZip Code
23%16995207
16%11695202
9%6795206
9%6695203
8%5795205
7%5095209
5%4095204
5%4095210
3%2295212
3%2095215
3%1995219
3%1995377
2%1395240
1%1095336
<1%695231
 915 calls were
deescalated over the
phone.
 745 had available zip
code information.

Number of
Calls
95207
95202
95203
95206
95204
681
Clinical
Resolutions
Aug ‘23 –J a n ‘24
Assessed for Suicide
Validation of Feelings/Concerns
Engaged in Open and Supportive Dialogue
Linked to Services for MH/BH/SUD/Psych
Remain in Community
682
Examples of
MCRT Making a
Difference
Case Study 1
 MCRT conducted a welfare check at the request of a concerned family member
 Team transported patient to men’s shelter
 Through assessment and conversation, identified patient was involved with Valley Mountain Regional Center and in process of being placed at an Adult Day Living Facility
 MCRT followed up with family member who initially called in for support, connected them with additional behavioral health support
 Great collaboration between MCRT and VMRC systems
683
Examples of
MCRT Making a
Difference
Case Study 2
 MCRT called to a school to assist school clinician with a LGBTQIA youth who was recently experiencing homelessness and re‐enter public school
 Youth had threatened harm against himself
 MCRT, school clinician, and family came together to transport youth to BHS for further evaluation
 Family of youth have been receiving services from MCRT , including therapy, assistance with laundry, and assistance with gas 684
Examples of
MCRT Making a
Difference
Case Study 3
 MCRT responded to a call regarding male who was observed talking to himself and fighting the air
 MCRT team visited the individual at his home and identified both behavioral needs and basic needs not being met
 Team accompanied individual to social security office to resolve existing and ongoing SSI issue
 Patient and family were confused about how to proceed with the case/appeal
 MCRT assisted and helped family formally establish a case 685
Examples of
MCRT Making a
Difference
Case Study 4
 In January, MCRT responded to CMC Respite site for an individual acting aggressively
 Team documented: disorganized thoughts and speech, auditory hallucinations
 Patient was on probation, but while experiencing homelessness, could not continue his medication program
 MCRT assisted patient in accessing medication, make connections to Gospel and provided appointment availability at CMC
 Patient declined appointment, but retained MCRT card for future needs
686
Opioid
Settlement
Agreement
Update
City Council Meeting
March 12, 2024
Agenda Item #15.1
687
National
Opioid
Settlement
California
Opioid
Settlement
City of
Stockton
Allocations
$3.875 Billion to California
• 15% to State
• 85% to Local Jurisdictions

0.3256176%
Stockton’s weighted allocation
percentage of local jurisdiction
portion
~$10.7 Million to Stockton over
distribution period
$43.3 Billion in National
Opioid Settlement Funds
Source: California Department of Health Care Services
All funding distribution subject to availability from Opioid Settlements

OPIOID SETTLEMENT FUNDING DISTRIBUTION
688
Current Settlement Agreements ($2.05B CA)
 Janssen Pharmaceuticals
 “Big Three Distributors” – McKesson, AmerisourceBergen, Cardinal Health
Bankruptcy Settlements
 Mallinckrodt Pharmaceuticals ($14.7M CA)
 Endo Pharmaceuticals
 Purdue Pharmaceuticals L.P .

PENDING Settlement Agreements ($1.8B CA)
 “Pharmacies” – CVS, Walgreens, Walmart
 Allergan Pharmaceutical
 Teva Pharmaceutical Industries Ltd.
689

USE OF OPIOID SETTLEMENT FUNDS
High Impact Abatement Activities (HIAA)
 Expansion of Medication-Assisted Treatment (MAT)
Distribution and other Opioid-Related Treatment
 Expansion of Warm Hand-Off Programs and Recovery
Services
 Expansion of Comprehensive Wraparound Services,
including Aftercare Direct Services
 Connection with local partners, such as San Joaquin
County Opioid Safety Coalition, to leverage programs
and resources, and develop a coordinated and
transparent process.

Source: CA Department of Health Care Services, Exhibit E, Final Settlement Agreement 690
CMC Respite Team + Services

C O U N S E L I N G
BH Clinician (LCSW)
Counselor (SUD Certified)

M E D I C A L
X- Waiver Provider (MD/NP/PA)
Medical Assistant (MA)
Nurse (RN/LVN)

S U P P O R T
Case Managers
Patient Health Navigators
Peer Counselors
• 1-1 Behavioral and
Substance Use
Counseling
• Case Management
• Medication
Assisted Treatment
(MAT) for opioids
and alcohol
• Group Counseling
• Sobering (6
chairs—Stockton
only)
• 14-Day Transitional
Respite Stay
• Monitored Detox
• 1-1 Behavioral and
Substance Use
Counseling
• Group Counseling
• Case Management
• Medication Assisted
Treatment (MAT) for
opioids and alcohol
• Monitored detox
• Sobering
• Serving individuals 18
and over
• 14-Day Transitional
Respite Stay
• 24-hour monitoring
• Life skills classes and
activities
• Community programs
• Presentations
691
CMC Respite Residential
Bed Days Data
Program started with an
enrollment rate of 52%,
which rose to 82% in
2023. Overall rate is 68%
Nov. 21, 2023 to Jan. 31, 2024
Total of 332 Bed Days
Report on Bed Occupancy for Respite
Residential Total of 332 Bed Days from:

Nov. 21, 2023 to Jan. 31, 2024
Pt. received 24 hrs. services:
 Case Management Services
 SUD Daily Programing 1-1/Groups
 Monitored Detox (as needed)
 Wrap Around Services –Med/BH Appt.
 Life Skills Programing
 3 meals & Snacks/Laundry
692
Common Areas

SITTING AREA

GROUP MEETING SPACE

COVERED PATIO
Dormitory Style
Cafeteria
Respite Residential
MEN’S DORM - 8 BEDS
WOMEN’S DORM - 5 BEDS
SPECIAL NEEDS – 1 ROOM

GROUP DINING AREA

KITCHEN FACILITY

LAUNDRY
693
After Care Data
Program started with an
enrollment rate of 52%,
which rose to 82% in
2023. Overall rate is 68%
36 36 Individuals received Respite
Services- 24 Men & 12 Women
ALL 36 Connected with After Care :
 Case Management/Wrap
Around Services –appt. w/SUD,
BH & Medical (MAT)
 Transportation
 Next Level of Care transition
 Resources
694
CMC Respite Center
201 N. Stanislaus Street, Stockton
(across the street from CMC
Channel Clinic/Pharmacy)
Open 24 hours per day,
7 days a week
R E S I D E N T I A L 2 4 / 7
Monday–Friday, 8am–5pm

M E D I C A L C L I N I C
695
THANK
YOU
LeiHua (Lei) McMiller, LMFT
Director of SUD Services
[email protected]
696
City of Stockton
Legislation Text
File #: 23-1171, Version: 1

OFFICE OF VIOLENCE PREVENTION ANNUAL UPDATE

RECOMMENDATION
Information only. No action to be taken.

Summary
Looking back at 2023, the Office of Violence Prevention will present program outcomes. The PowerPoint presentation will highlight program data, identify client characteristics, client needs, and services provided.

City of Stockton Printed on 3/7/2024Page 1 of 1
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T H E O F F I C E O F V I O L E N C E P R E V E N T I O N P R E S E N T S C i t y C o u n c i l Me e t i n g
A ge n d a I t em 1 5 . 2
Ma rc h 1 2 , 2 0 2 4
698
699
700
HOW ARE HIGH RISK INDIVIDUALS IDENTIFIED?
Involved in
gang
shootings
Probation &
Parole refer high
risk individuals
SPD refers
high risk
individuals
Schools and
Probation refer
high risk youth
701
Average Age: 12-35 years old
Education:High School Drop Out

GANG AFFILIATED

JUSTICE INVOLVED

HAS BEEN SHOT OR SHOT AT

GUN ACTIVITY & SAFETY ISSUES
CLIENT CRITICAL NEEDS:

CRITICAL
SAFETY
ISSUES

UNEMPLOYED

UNSTABLE

HOUSING
UNABLE
TO EAT
DAILY

S T O C K T O N C A L I F O R N I A

ARE WE WORKING

WITH THE
RIGHT PEOPLE?

TYPICAL CLIENT PROFILE

UNTREATED
TRAUMA

YOUTH AT RISK OF THE ABOVE
702
2023 STATS
703

COMMUNICATION
GOAL FOR 2023
JANUARY – DECEMBER 2023

COMMUNICATIONS
(SAFETY MEETINGS) 71
58 TRANSFERRED TO CASE MANAGEMENT
(82% TRANSFER RATE)
100
Direct, respectful communication with high-risk individuals involved or most likely to be involved in gun and gang violence while offering services, supports, opportunities, and hope.

COMMUNICATION INTERVENTIONS
-29%
FROM
2022
+9% FROM 2022
704
13 61

PEACEKEEPER CASELOADS
TotalAge Range
1617 and
younger
1518-20
1821-25
1226-30
1031-34
335+
TotalEthnicity
32Black
26Hispanic
11Cambodian
2Filipino
2 Asian
Pacific
Islander
1Hmong

CASE MANAGEMENT

OUTREACH
TOTAL CASELOAD: 74
(82%)
(18%)
705

INTENSIVE CASE

MANAGEMENT EMPLOYMENT SERVICES

JAN-DEC
2023

SOCIAL SERVICES

ID, DL, BC & DMV ISSUES

MENTAL HEALTH SERVICES

COGNITIVE BEHAVIORAL TRAINING

HIGH SCHOOL DIPLOMA/GED

EMERGENCY/PERMANENT HOUSING
153
127
144
92 28
82 % CHANGE
FROM
2022
+71%
+32%
+32%
+67%
+40%
+71%
167
5X MORE
THAN 2022
706

HOSPITAL

RESPONSE

REAL-TIME COMMUNICATION WITH

TRAUMA DOCTORS AND STAFF
• COMMUNICATE WITH TRAUMA TEAM AROUND VICTIM’S

CURRENT HEALTH STATUS
• INFORM TRAUMA TEAM OF CIRCUMSTANCES LEADING TO

THE SHOOTING INCIDENT
• ASSIST TRAUMA DOCTOR WITH COMMUNICATING WITH

THE FAMILY

1. ENGAGE FAMILY MEMBERS WITH

SUPPORT AND RESOURCES
• CONSOLE FAMILY DURING STRESSFUL SITUATION
• INFORM FAMILY OF COMMUNITY RESOURCES
• FIND KEY INFLUENCIAL FAMILY MEMBERS TO HELP

REDUCE ESCALATION OF VIOLENCE

2. INTERVENTION WITH VICTIM TO

ASSESS RISK & SAFETY
• BUILD A RELATIONSHIP WITH THE VICTIM
• ASSESS CORE ISSUE, ENGAGE IN CONFLICT MEDIATION

TO PREVENT FURTHER VIOLENCE

OFFER VICTIM PRE-DISCHARGE SUPPORT AND PLANNING

3. OFFICE OF VIOLENCE PREVENTION
Stockton OVP is the only known
community violence intervention
program that provides complete
support:
• Hospital-based intervention
• Street outreach
• Intensive case management
• Community engagement
707

GUN VIOLENCE

INTERVENTION
56 156
82 111

CONFLICT

MEDIATIONS

REFERRAL

FOLLOW-UPS

EMERGENCY/PERMANENT

HOUSING

SHOOTING

RESPONSES
+24%
FROM
2022
+16%
FROM
2022
+71%
FROM
2022
+22%
FROM
2022
708

RECIDIVISM RATE

ARE CLIENTS

BENEFITING FROM
OVP SUPPORT?
2023 CLIENTS
%
31 Clients Re-arrested
17 Gun Charge
6 Domestic Violence
6 Robbery
1 Shooting
1 Homicide
134 CLIENTS
709
JANUARY 2023 – DECEMBER 2023
2,216 HOTMEALS
1,829 GROCERIES
Community Engagement
Fostering a SHARED commitment to
create a safer community

COMMUNITY ENGAGEMENT
710

REFLECTIVE TRAVEL
Intentionally traveling to stretch, learn, and grow in new ways of being and engaging with the world…
58Clients
711
Being Intentional about W ellness
Mental Health Support Provided: 167
712
Mindfulness-Based
Substance Abuse Training
Clients Graduated: 15
713

COGNITIVE BEHA VIORAL

TRAINING
 BETTER DECISION MAKING
 MANAGING TRAUMA
 FINANCIAL LITERACY

CHOICES FOR FREEDOM
Clients Graduated: 20
714
Clients Graduated: 8
715
716
717
718
DMV Classes
719

CALIFORNIA JUSTICE LEADERS AMERICORPS
“Tapping the
Leadership Potential
of System Impacted
People”
The AmeriCorps program leverages
the valuable life experience of
formerly incarcerated and system-
impacted individuals to open doors
for the justice-involved young
adults they serve and for
themselves.
720
CLIENT

SUCCESS
STORY

SIRJEWEL
721
Client Success Story
TRAMEL
722
723
City of Stockton
Legislation Text
File #: 24-0228, Version: 1

ADOPT A RESOLUTION APPROVING RECOMMENDED ADJUSTMENTS TO THE AMERICAN

RESCUE PLAN ACT PROGRAMS AND PROJECTS

RECOMMENDATION
It is recommended that the City Council adopt a resolution approving the recommended adjustments to the American Rescue Plan Act Programs and Projects:
a. Allocate $65,000 to complete work already in progress on the Arena Scoreboard Project b. Allocate $300,000 to add an additional year of services to the Non-Profit Capacity Building Program
c. Allocate $300,000 for the Essential Worker Premium Payment shortfall adjustment d. Allocate $200,000 to support a co-location Data Center as part of the City’s Disaster Readiness Plan
e. Allocate $1 million to complete the Emergency Generator Installation Project, adding six firehouse locations
f. Allocate $4.124 million to support the Stockton Animal Shelter Renovation Project revised budget estimate
g. Allocate $2,011,000 to the Revenue Loss Fund
h. Allocate $2,000,000 to the Council Contingency Fund
i. Authorize the City Manager to reallocate funds among approved ARPA projects to meet the obligation deadlines and close out completed projects.

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

Summary
On Wednesday, February 28, 2024, the Stockton City Council held its third American Rescue Plan Act (ARPA) Study Session Workshop at the San Joaquin Council of Governments building. During this meeting, Council members were provided an update on each project funded by ARPA and provided with recommended adjustments to the funding plan. All ARPA funds must be obligated by December 31, 2024, and expended by December 31, 2026.

Additional information regarding ARPA projects and plans, financial reports to the Department of the Treasury, workshops, and any supplementary actions taken by Council can be found on the City’s website at:
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DISCUSSION
Background
The American Rescue Plan Act (the Act) established the Coronavirus State Fiscal Recovery Fund and Coronavirus Local Fiscal Recovery Fund (CLFRF), which provides a combined $350 billion in assistance to eligible state, local, territorial, and Tribal governments to support COVID-19 economic recovery efforts. Of the $350 billion, $19.53 billion was allocated to non-entitlement units of local government, ultimately allocating $78,052,072 to the City of Stockton based on the City’s 2019 Census data. The Treasury’s intended goal is to provide substantial flexibility for each government to meet local needs - including support for households, small businesses, impacted industries, essential workers, and the communities hit hardest by the COVID-19 public health crisis. These funds can also be used to make necessary investments in water, sewer, and infrastructure. Funding objectives include relief to:
· Support urgent COVID-19 response efforts to continue to decrease the spread of the virus and bring the pandemic under control;
· Replace lost revenue for eligible governments to strengthen support for vital public services and help retain jobs;
· Support immediate economic stabilization for households and businesses and · Address systemic public health and economic challenges that have contributed to the inequal impact of the pandemic.

Local governments received funds in two tranches. Half of the funding, or $39,026,036, was received by the City on June 1, 2021, with the balance arriving in July 2022. Funds must be obligated by December 31, 2024. The period for performance ends December 31, 2026.

The City of Stockton, like most communities throughout the country, was negatively impacted by the COVID-19 public health emergency. In particular, the city experienced severe revenue losses due to reduced business patronage, recreational activities & events, and outside travel, in addition to experiencing numerous business closures. However, the City continued its operations throughout the pandemic and maintained essential services for its residents - while adhering to the local and state- wide health mandates/directives to ensure proper safety for its employees and allowing adequate time-off for COVID-19 related issues. Furthermore, City staff continued to remain at work and provide essential services to the community throughout the pandemic.

The City received the first half of ARAP funds on June 1, 2021 and submitted the first iteration of proposed projects to the City Council on June 22, 2021, as New Business Item 15.1, which was approved by motion 2021-06-22-1501.

The proposed list of projects was identified and categorized to support:
· COVID Mitigation and Prevention
· Community Well Being
· Essential Support to Household
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· Small Business Support & Economic Recovery
· Homeless & Housing
· Recovery of City Government
· Digital Divide & Internet Connectivity
· Other Miscellaneous Projects
The Council provided guidance and recommendations for revisions, which were brought back to Council in September 2021 and approved with motion 2021-09-14-1501. This September action also set aside ten percent (10%) of the funds as a Council Contingency allocation.

In December of 2021, Council approved a recommendation to reprogram $6,050,000 from existing projects to provide a match for the Housing Authority of San Joaquin County’s (HASJC) application for Project Homekey funding to support their Calaveras Quarters Project. This reallocation of funding canceled $5,850,000 from the proposed Down Payment Assistance Program and $200,000 from the Coordinated Entry Project. No Contingency Funds were used to complete this action, which was approved by resolution 2021-12-14-1504.

City staff provided the Council with an update on all ARPA-funded projects during the 2022 Study Session on Projects Funded by the American Rescue Plan Act, held at the Civic Auditorium on February 16, 2022.

On April 19, 2022, with motion 2022-04-19-1201, City Council approved a contract under the Recovery of City Government - General Administration, to support procurement activities related to ARAP purchases and reporting. This again, reprogrammed funding from an existing project and did not expend any contingency funds.

In May of 2022, with motion 2022-05-24-1502, City council approved the use of $2.5 million in Council Contingency Funds: $1.5 million would support new video board equipment for the Stockton Arena, $500,000 to support ongoing traffic and safety improvement projects within the Miracle Mile District, and $500,000 to support the unfunded, State mandated COVID-related sick leave. This action reduced the Council Contingency line from $7,805,208 to $5,305,208.

With resolution 2022-06-14-1506, in June 2022, City Council approved the reprogramming of $3.6 million from the existing Low-Barrier Shelter Bed project and $1.8 million from the Safe Camping & Parking project, effectively canceling both existing projects and consolidating them into what is now the Shelter Bed and Enhanced Safety Zone, with a City budget of $5.4 million. This action also instructed the City to apply for additional grant funding from the San Joaquin County to support access to low-barrier shelter beds in the City of Stockton. Staff continues to work with the County and provide updates to Council, most recently with resolution 2022-11-01-1202, and will continue to provide updates to the Council during future meetings.

On July 26, 2022, with motion 2022-07-26-1503, the City approved a contract with Community Medical Centers to launch a pilot community well-being and crisis intervention program - Care Link Mobile Crisis Intervention Response. This partnership shares the objectives of decreasing repeat callers in crisis, increasing follow-up and access to wrap around services, decrease hesitancy to call police, increase community trust, decrease non-emergency calls to 911, and divert individuals away from the criminal justice system.

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City staff provided the Council with an update on all ARPA-funded projects during the 2023 Study Session on Projects Funded by the American Rescue Plan Act, held at the Civic Auditorium on February 22, 2023.

With motion 2023-03-21-1503, in March of 2023, the Council authorized reprogramming $3.6 million from the Council-approved low Barrier Shelter Bed category to support the St. Mary’s Pathways project. Pathways is a residential temporary housing community operating under shelter guidelines, comprised of 200+/- modular temporary housing units.

In May of 2023, with resolution 2023-05-02-1208, the Council approved an additional allocation from ARPA contingency to support Uplift Downtown efforts and created a new project to replace the Arena Scoreboard and ancillary Audio/Visual systems.

In addition, the Council approved several actions from May through October 2023 to fund or support different initiatives in the City related to housing and services for the unsheltered population. · May 2023 - Resolution 2023-05-02-1207 approved reprogramming of $1.8 million from the Low-Barrier Shelter Beds category to support a Homekey - Round 3 application and project that would provide approximately 76 one- and two-bedroom units for individuals are homeless or are at imminent risk of homelessness.
· August 2023 - Resolution 2023-08-03-0401 ratified a local emergency proclamation due to public health and safety related to unhoused individuals. This resolution authorized staff to include ARPA contingency funds as an available resource as the community worked through the closing of the Stockton Shelter, providing services to those clients at risk of losing support, and transitioning services and clients to another provider. · September 2023 - Motion 2023-09-12-1501 formally appropriated $800,640 from ARPA contingency to operational expenses related to transitioning the Stockton Shelter facility to the care and control of the St Mary’s organization, in response to the shelter crisis outlined in the previous resolution.
· October 2023 - Motion 2023-10-17-1204 appropriated $826,961.40 in ARPA contingency funds to support construction and construction management services to resume/complete the Navigation Center project, previously under the control of the Stockton Shelter. This item was also in response to the emergency declaration established by the August resolution.

Present Situation
The 2024 ARPA workshop was held at the San Joaquin Council of Government’s building on Wednesday. February 28, 2024. A copy of the presentation materials has been provided as Attachment A.

The City has identified approximately $10,000,000 in funds that are eligible for reprogramming in order to meet the December 31, 2024 obligation deadline. · $2 million from existing project balances
· $5 million in the Revenue Loss Fund
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· $3 million in the Council Contingency Fund
Following the project updates, staff recommended the following adjustments to the approved projects and spending plans, ensuring the obligation of all funds. · Arena Scoreboard Project - $65,000
Additional funding for the close out of the Scoreboard project is requested to cover the cost of permits and labor compliance monitoring costs, not included in the original allocation. · Non-Profit Capacity Building Program - $300,000
The Nonprofit Capacity Building Program has seen tremendous success. Additional funding would allow for one more year of funding to operate the program as well provide an educational summit for all nonprofits to attend.
· Essential Worker Premium Payment - $300,000
Essential worker payments were provided to City employees in November 2021 for their service to the community during the pandemic. Full-time employees received $2,000, and part -time employees received $500 for a total cost of $3,180,000. This amount was greater than the budget allocation by $300,000.
· Data Center - Disaster Readiness - $200,000
Funding is needed to establish a new, redundant Data Center initially for Public Safety city systems and then expand to all city Systems. This project will address the single point of failure related to the City’s current Data Center, reducing the risk of downtime and providing business continuity during an emergency, environmental disaster, or cyber-attack. Funding this project will provide the City with the means to implement this new capability that would ensure business continuity, disaster recovery, and resiliency in the ongoing delivery of critical public services and pave the way to maintaining the capability in the City’s long-term financial plan.
· Emergency Generator Installation Project - $1,000,000 Allocating additional funding towards the Emergency Generator Installation project will allow staff to replace backup generators and install Automatic Transfer Switches at an additional six Fire Stations. Currently, Fire Stations 5, 6, 7, 9, 10, and 14 do not have Automatic Transfer Switches, and the generators supplying backup power have surpassed their lifecycle or are not sized adequately to provide power to the entire Fire Station in an emergency. The additional funding would ensure that all Fire Stations in the City are equipped with Automatic Transfer Switches and have new generators that are sized appropriately to run an entire Fire Sation on backup power.
· Stockton Animal Shelter - $4,124,000
Allocating additional funding towards the Stockton Animal Shelter project will provide the necessary funding needed to deliver the base bid (minimum) project. The scope of the project is extensive and includes a cattery, medical facilities, staff offices, restrooms, animal isolation and rehabilitation areas, and conference room space. Updates to the existing Animal Shelter will include network upgrades, backup generators, uninterrupted power supply, a new industrial freezer, and repurposing existing modular buildings on site. To meet the Shelter’s City of Stockton Printed on 3/7/2024Page 5 of 6
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needs, account for increases in construction costs, and deliver a quality project of this nature, additional funding is required.
· Revenue Loss Fund - $2,011,000
Allocate a portion of the remaining funds to the Revenue Loss Fund. · Council Contingency Fund - $2,000,000
Allocate the remaining $2,000,000 to the Council Contingency Fund.

FINANCIAL SUMMARY
The full $78 million in ARPA funding is budgeted in the 280 Special Grants fund. The recommended action would allocate $5,989,000 to the identified projects. The funding is already appropriated and would be moved from the Council contingency line ($1 million), the Revenue loss category ($3 million), and through the reprogramming of unspent ARPA dollars from completed projects ($2 million). This reallocation of ARPA funds will leave $2 million in the Council contingency and $2 million in the Revenue Loss category.

Attachment A - ARPA Workshop Presentation Materials
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American Rescue Plan Act
City Council Study Session
Wednesday, February 28, 2024
9:00 am to 12:00 pm
SJCOG Building

ATTACHMENT A
730
Table of
Contents
American Rescue Plan Summary
• City Manager , Harry Black
COVID Mitigation and Prevention
• Presented by Administrative Services
Community Well Being
• Presented by the Office of the City Manager & the Police Department
Essential Support to Households
• Presented by the Economic Development Department
Small Business Support & Economic Recovery
• Presented by the Economic Development Department
Homelessness & Housing
• Presented by the Economic Development Department
Recovery of City Government
• Presented by the Administrative Services Department
Digital Divide & Internet Connectivity
• Presented by the Public Works & Community Services
Departments
Miscellaneous Projects
• Presented by the Public Works & Police Departments
Discussion
• City Manager , Harry Black

ATTACHMENT A
731
Overview &
Timeline
• March 10, 2021 – American Rescue Plan
Act was passed by Congress, allocating
$78,052,072 to the City of Stockton
• September 2021 - Council approved a
final spending plan (2021-09-14-1501)
• December 2021 – Council approved
reprogrammed funding to support Project
Homekey II applications (2021-12-14-
1504)
• February 16, 2022 - Council ARPA
Workshop held
• May 2022 - 2022-05-24-1502, Council
approved $2.5M in contingency funds to
support Uplift Downtown, Miracle Mile
Improvements Projects, and mandated
COVID sick leave expenses (2022-05-24-
1502)

ATTACHMENT A
732
Overview &
Timeline
• February 22, 2023 – Council ARPA
Workshop held
• May 2023 – Approved $450,000 increase
to the Arena Scoreboard (Reso 2023-05-
02-1208)
• August – October 2023 – Approved
$1,906,031 from ARPA Contingency to
support Homeless Shelter Transition and
the Navigation Center
• February 28, 2024 – Council ARPA
Workshop held
• December 31, 2024 - Funds must be
obligated
• December 31, 2026 - Funds must be
expended

ATTACHMENT A
733
Milestones &
Accomplishments
• Increased attendance by more the 20% at the City’s
2nd FlavorFest, a nationally recognized and awarded
event equitably celebrating the diverse cultures
making up the Stockton Community
• Expanded Mobile Community Response Team (MCRT)
through Community Medical Centers, to provide
service 7 days per week, servicing between 15-20
calls per week
• Successfully implemented the Business Façade
program with Downtown Stockton Alliance,
completing 39 storefront enhancements, others in
progress
• Completed design of the Stockton Animal Shelter
Upgrades. Preparing to advertise for construction in
Spring 2024.
• Continue successful implementation of the Economic
Development Strategic Action Plan
• Supported 37 non-profits in Stockton through the
Capacity Building Program with United Way
• Distributed 1,550 Chromebooks with hot spots, and
500 data-enabled tablets with 3 years of prepaid
internet. Monitoring recipients/ services is underway

ATTACHMENT A
734
American
Rescue Plan
Summary
Stockton was awarded $78,052,072:
• Half, or $39,026,036, arrived in July 2021 with the
balance arriving in June 2022
City Council approved a list of projects on September 14, 2021:
• With motion 2021-09-14-1501, Council took action to
reduce the initial proposal by 10%, creating a
“contingency account” of $7,805,208
Several project specific actions have been taken since ARPA kick-off, and will be identified throughout the presentation Staff will spend the morning updating Mayor and Council on the status of projects and collect any feedback offered ARPA Projects Summary Amount
Allocated to Projects $70,246,865
Council Contingency $7,805,207
Expenditures Through 12/31/2023 ($37,023,939)
Obligations ($12,828,458)
Pending Obligation $25,250,500
Contingency Balance $2,949,175

ATTACHMENT A
735
COVID Mitigation
& Prevention

ATTACHMENT A
736
Personal
Protective
Equipment
(PPE) for
Internal
Supply
Goals & Objectives:
• Maintain an ability to easily procure sufficient
supply to protect employees and guests at public
facilities, minimize cost/waste by cycling
purchases, and provide decontamination of
facilities.

Project Status:
• The City’s Procurement Division manages
adequate internal PPE inventory and has the
ability to quickly procure if needs arise
• Issued over 103,505 Personal Protective
Equipment to reduce the spread of COVID among
City employees
• Plan to spend $124,000 within this FY to restock
frequently used PPE items - Disposable Masks,
N95, Face Shields, Disinfectant/Hand Sanitizer,
Wipes, Gloves
Personal Protective Equipment Amount
Original Budget $260,000
Expended
COVID-19 Antigen T ests
and Decontamination ($24,405)
Obligated ($30,000)
Pending Obligation $205,595

ATTACHMENT A
737
Public Health
&
Housing/
Homelessness
Open Data
Dashboards
Goals & Objectives:
• To share information regarding public
health, housing, and homelessness in an
understandable and engaging way to keep the
community informed and allow the City’s
administration to make data-driven and
transparent decisions.

Project Status:
• Published COVID-19 dashboards
• Published covid.stocktonca.gov interaction
vaccination data map
• Executed data sharing MOU with SJCOC
• Received and cleaned HMIS data from SJCOC
HMIS Lead
Open Data Dashboards Amount
Original Budget $100,000
Expended Software ($66,207)
Pending Obligation $33,793

ATTACHMENT A
738
Community
Well-Being

ATTACHMENT A
739
Community
Well-Being &
Crisis
Intervention
Goals & Objectives:
• A contract with Community Medical Centers to pilot a three - year crisis intervention program, deploying teams to reduce the number of non-emergency behavioral and mental health calls to Stockton Police and Fire, was approved by Council action 2022-07-26-1503.

Project Status:
• Expanded service to 7 days/week. Onboarded seventeen
additional staff as part- and full-time CMC employees.
• Responded to over 4300 calls for service from Jan -Dec 2023. • Responded with over 2600 follow -up calls for Case
Management/Behavioral Health Services from Jan -Dec 2023. • Extracting and analyzing additional data metrics for ongoing process improvement and program sustainability.
• Providing informational updates at Council Meetings and CMRB.

Community Well-Being Amount
$5,760,000
Expended Community Medical
Centers ($1,623,158)
Obligation
Remainder
of FY 2023-24
and FY 2024-25
($4,136,842)
Pending Obligation $0
Original Budget

ATTACHMENT A
740
Mobile
Community
Response
Team (MCRT)

MCRT STAFF ONBOARDED
JANUARY – DECEMBER 2023

POSITION HOW MANY
Project Manager 1
LCSW Clinical Social Worker/
Clinical Provider
1 Associate Clinical Social Worker/
Clinical Provider
1 Case Managers 3
Medical Assistants 3
Patient Service Navigator 1
Associate Clinical Social Workers/
Clinical Providers (PT)
5 Master’s Social Work Interns (PT) 2

ATTACHMENT A
741
Mobile
Community
Response
Team (MCRT)
DATA

RESPONSE TYPES
➢ Assessed for suicide
➢ Assessed for safety
➢ Engaged in open and supportive dialogue
➢ Validation of feelings and concerns
➢ Solution-focused planning
➢ Used mindfulness and breathing techniques
➢ Motivational interviewing
➢ De-escalated/Motivational interview
➢ Linked to community resources
➢ Linked services for MH/BHJ/SUD/Psych
➢ Worked with Family Support System
➢ Arranged transportation
➢ Transported to hospital
➢ Created safety plan
➢ Referred to Care Link
➢ Remain in community
➢ Unable to engage

ATTACHMENT A
742
Mobile
Community
Response
Team (MCRT)
DATA
Origin of Calls
Time of Calls
Demographics of Callers
Zip Code of Callers
Response Types
De-escalation

ATTACHMENT A
743

MOBILE COMMUNITY RESPONSE TEAM
“Stockton medical professionals are helping police
resolve tense situations...The team was created to
deal with situations that might be better served by
someone trained in behavioral health, rather than
just relying on police.”
-Vivienne Aguilar, Central Valley Journalism Collaborative Article from December 1, 2023

ATTACHMENT A
744
Essential Support
to Households

ATTACHMENT A
745
Community
Support
Program
Goals & Objectives:
• Reactivation of the successful program
implemented under CARES to provide funding in
the community that can most impact recovery
• Funding for community support includes:
• Youth (Education, Wellbeing, Housing, Employment and Mentorship), Health Services, Workforce Development, Arts & Culture, Homeless Outreach
Project Status:
• Recommended awardees approved by Council
2022-11-15-1205.
• Finishing contract development and entering
implementation for all 33 organizations.
• As of December 2023, 9 programs/contracts have
completed, 8 more will complete in the first quarter
of 2024.

Community Support Program Amount
Original Budget $2,700,000
Expended ($1,414,144)
Obligated Nonprofit Grantees ($1,207,340)
Pending Obligation $78,516

ATTACHMENT A
746
Small Business
Support &
Economic Recovery

ATTACHMENT A
747
Economic
Development
Strategic
Action Plan
(EDSAP)
Goals & Objectives:
• Provide tangible framework for the City to focus on
economic recovery and growth in the aftermath of the
COVID-19 pandemic.
• Council adopted Economic Development Strategic Action Plan in January 2022 (Council actions 2021-07-27-1504 & 2022-01-25-0901). • Utilizing the Plan framework, the City was successful acquiring $5.25 million for cleanup of the South Pointe site along the waterfront.

Project Status:
• EDSAP implementation is occurring across multiple
projects and initiatives.
• Contract with Stantec will support environmental and
redevelopment strategies in the Greater Downtown
and surrounding areas, including the waterfront.

EDSAP Amount
Original Budget $360,000
Expended ($155,901)
Obligated (Stantec) ($50,000)
Pending Obligation $154,099

ATTACHMENT A
748
Marketing
Goals & Objectives:
• Revitalize Stockton’s online presence through social
content creation and targeting Search Engine
Optimization.
• Launch City marketing campaign to increase engagement around priority events and attractions
• Issued a Request for Proposal (RFP); Council approved the vendor on October 10, 2022, and staff executed a contract with JP Marketing.

Approved by Council action 2022-10-18-1501
Project Status:
• Completed SEO evaluation and plan
• Completed Market Research
• Brand colors updated
• Social media accomplishments campaign completed
• Contract terminated August 10, 2023. Staff is now managing marketing efforts.
• City is contracting with a photographer and graphic designer to provide staff augmentation.

Marketing Amount
Original Budget $450,000
Expended ($243,041)
Obligated Graphic Designer ($80,000)
Pending Obligation $126,959

ATTACHMENT A
749
Nonprofit
Support
Goals & Objectives:
• Expand the capacity of the existing nonprofits in the Stockton community through technical assistance and
capacity building efforts.
• Issued NOFA April 28, 2022. The United Way of San Joaquin (UWSJC) was the selected organization, and a contract was approved with Council Motion 2022-07-26-1213.

Project Status:
• The UWSJC has since provided and currently implementing:
• A robust and diverse Advisory Committee.
• Established enrollment, selection, contracting and engagement. • Hosted a successful Grand Opening of the Nest.
• Established evaluation process for graduates and “alumni”. • Graduated the first cohort of 12 in Aug. 2023. All completed a 5-year Strategic Action Plan.
• Second cohort has started and has 25 participating nonprofits.

Nonprofit Support Amount
Original Budget $765,000
Expended ($325,414)
Obligated United Way of San Joaquin County ($411,049)
Pending Obligation $28,537

ATTACHMENT A
750
Event
Programming
Goals & Objectives:
• The creation of Stockton Flavor Fest accomplished an
equitable, low-cost, family-friendly festival that
reflected the values and diversity of the community.

The event made residents and visitors alike feel safe,
inspired, and excited about the downtown area and
businesses with an estimated economic impact of
$1,207,709 in sales.
• 14,500 Attendees to the event
• 675 Volunteers = 2,700+ volunteer hours
• 155 Diverse vendors, artists, and activities
Project Status:
• The City has contracted with Visit Stockton for event development, promotion, and delivery with the 3rd
annual event scheduled May 17-19, 2024.
• Contract was approved by Council action 2022-12-06-
1206.
• Balance of funds will be used on the FlavorFest 2024
Event Programming Amount
Original Budget $1,800,000
Expended FlavorFest and Downtown
Improvements
($1,090,280)
Obligated FlavorFest 2024 ($476,610)
Pending Obligation $233,110

ATTACHMENT A
751
Uplift
Downtown
Goals & Objectives:
• Operationalize the Economic Development Strategic
Action Plan, Investment Area 4: Transform Downtown
into a thriving, connected City Center.
• Moveable barricades were purchased to increase efficiency and safety in street closures, used initially during Feast at the Fox event. • Traffic management equipment including lights and electronic signage will be procured to enhance traffic flow during high attended events. • Contracting process for the parking garage camera and emergency call box installation going to Council in Spring 2024.

Project Status:
• Impact continues to be measured, with over 916,200
vehicles parked in 2023, a 4% increase over 2022.
• Improvements were a driver in the ability to acquire a Naming Sponsor for the now Adventist Health Arena and
showed 2023 record breaking attendance numbers in
the downtown area.

Uplift Downtown Amount
Original Budget $1,350,000
Expended ($609,799)
Obligated Garage Cameras ($740,201)
Pending Obligation $0

ATTACHMENT A
752
Arena
Scoreboard
Goals & Objectives:
• Operationalize the Economic Development Strategic
Action Plan, Investment Area 4: Transform Downtown into a thriving, connected City Center .
• The Arena Videoboard and systems project was completed in fall of 2023.
• This additional funding from Council Contingency was approved by Council action 2022-05-24-1502
Project Status:
• Arena attendance and number of events will be
compared in 2025, following a full year of new equipment install/operation.
• Improvements were a driver in the ability to acquire a Naming Sponsor for the now Adventist Health Arena and
showed 2023 record breaking attendance numbers in the
downtown area.

Arena Scoreboard Amount
Original Budget $1,950,000
Expended Equipment and Install
Contractors ($1,950,000)
Pending Obligation $0

ATTACHMENT A
753
Business
Façade
Improvement
Program
Goals & Objectives:
• Support the enhancements of commercial
facades within the Downtown and
streamline the process for businesses to
apply.
• Executed contract with Downtown Stockton Alliance for the administration of the program (2022-12-06-1208).
• CDD developed a supplemental checklist and process to streamline approval for projects funded under the Program. • EDD developed the application portal in the Neighborly system and conducted contractor outreach.
• Program launched February 1, 2023.

Project Status:
• 32 completed
• 38 in construction/pre-construction
• 12 under eligibility review
Business Façade Improvement Program Amount
Original Budget $1,350,000
Revised Budget $2,150,000
Expended ($1,553,839)
Obligated Downtown Stockton
Alliance ($510,625)
Pending Obligation $85,536

ATTACHMENT A
754
Business
Attraction &
Expansion
Incentives
Goals & Objectives:
• Support efforts to attract new and expanding businesses to Stockton.
• Development of Downtown Strategic Plan to identify near - term strategies to enhance the Downtown.
• Create a streamlined process for placemaking
opportunities in the Downtown.

Project Status:
• Entered into a 3 -year contract with Retail Strategies for the following:
• Proactive retail recruitment at industry trade shows. • Identification of retail prospects, priority commercial properties, and redevelopment opportunities.
• Market and retail gap analyses and ongoing industry trends. • Development of customized, strategic, asset-based, and market driven Downtown plan, as well as implementation
support.
• Downtown real estate analysis & property owner toolkit.

Business Attraction & Expansion Amount
Original Budget $1,800,000
Revised Budget -$800,000 to Business
Façade $1,000,000
Expended ($86,275)
Obligated Retail Strategies ($138,500)
Pending Obligation $775,225

ATTACHMENT A
755
Chamber &
Business
District
Support
Goals & Objectives:
• Support the City’s small businesses by providing
aid in business recovery and resiliency,
expanding business services, promoting local
events, job creation, and increased patronage to
businesses.

Project Status:
• Four contracts executed. Monthly reporting
received.
• Impacts shown in the efforts of
• Providing seminars and workshops for business services and programs.
• Promotion assistance with downtown businesses and events reaching over 300,000 monthly social media impressions. • Promotion assistance with Miracle Mile businesses and events to increase foot traffic and patronage to area.

Chamber & Business District Support Amount
Original Budget $540,000
Revised Budget From Coordinated Entry $660,000
Expended ($540,000)
Obligated Downtown Stockton Alliance ($60,000)
PendingObligation $60,000

ATTACHMENT A
756
Entrepreneurship
Support
Goals & Objectives:
• Provide grants to strengthen and grow Stockton’s
entrepreneurial ecosystem.
• Provide increased access to resources and
programs that support entrepreneurship and start -
up businesses.

Project Status:
• 2022 executed and completed agreements with eight
entrepreneurs. Held five cohort meetings to expand
networks and connect entrepreneurs to resources.
• 2023 awarded funds to two business service
organizations to expand technical support to
entrepreneurs and help small businesses win government
contracts and grants.

Entrepreneurship Support Amount
Original Budget $450,000
Expended ($79,598)
Obligated Program Year
FY 2023-24
($218,000)
Pending Obligation $152,402

ATTACHMENT A
757
Homelessness &
Housing

ATTACHMENT A
758
EDD Staff
Augmentation
Goals & Objectives:
• Onboard professional contractors and consultants
to support EDD’s Housing and Homelessness
Division.

Project Status:
• Pursuit of additional funding, the expertise to
procure additional partners and allow staff the
room to focus on economic development.
• Issued RFP on November 4, 2021, for Homeless System Support and selected Rane Community Development to assist with Homelessness initiatives.
• Contracted with RSG Consulting to augment Affordable Housing projects and grant agreements.
• Recruitment for interns was successful, hired two both completed limited term, one extended through December 2023.

EDD Staff Augmentation Amount
Original Budget $540,000
Expended ($328,211)
Obligated Rane Community Development ($9,050)
Pending Obligation $202,739

ATTACHMENT A
759
Project
Homekey –
Calaveras
Quarters
December 14, 2021: Council redirected the entire $5,850,000 previously allocated for a Down Payment Assistance Program and $200,000 of the $360,000 from Coordinated Entry
Support. (Resolution 2021 -12-14-1504)
Goals & Objectives:
• Funded $6,050,000 to the Calaveras Quarters Project to aid in the acquisition of property, converting temporary housing to 68, 1-bedroom permanent housing units for
very low-income individuals.

Project Status:
• The project is currently in the eighth month of construction. • Overall, construction is approximately 60% complete.
• Due to national construction delays for electrical switchgears and transformers as well as PG&E construction schedules, certificates of occupancy for the project are expected to be issued approximately September 2024.

Project Homekey Amount
Original Budget $0
Revised Budget $6,050,000
Expended Calaveras Quarters
HASJC Project ($6,050,000)
Pending Obligation $0

ATTACHMENT A
760
Stockton
Shelter Crisis /
Navigation
Center at
St. Mary’s
Goals & Objectives:
• Navigation Center - Stockton Shelter for the Homeless terminated operations and issued contract termination notices to all contractors working on the Navigation Center project effective September 1, 2023. The City of Stockton, Economic
Development Department assumed control of the Navigation Center project.
• Operations - Assume immediate shelter operations at the former Stockton Shelter for the Homeless' Family Shelter, Men and Women's Lodges, and Veteran's Annex. Operate entire campus based on a low-barrier, Housing First model that focuses on moving guests into permanent housing.

Project Status:
• Navigation Center - The City has executed contracts with G&G Builders to resume construction, with RPM as the architect of record, and with Griffin Structures to serve as the Construction Manager. Construction resumed on November 30th, with a focus on water-proofing the building, site work, and electrical trenching. Project will require additional funding to complete.
• Operations – St. Mary's has taken control of the site, improved quality standards of care and operations. The family shelter is at capacity regularly and on occasions in the Men's and Women's lodges as well.

Shelter Crisis / Navigation Amount
Original Budget $1,800,000
Revised Budget From Contingency $3,706,031
Obligations
Navigation Center ($826,961)
Shelter Operations ($1,079,070)
Pending Obligation $1,800,000

ATTACHMENT A
761
Pathways
Program at
St. Mary's
Goals & Objectives:
• Create and operate the Pathways Program –
a residential temporary housing community operating under low-barrier shelter guidelines and comprised of non-
congregate temporary modular units with 24/7 on-
site services and supports; approved by Council on March 21, 2023.
• Increase low-barrier shelter capacity by an anticipated 200- 250 units. Designate an estimated 90 units to be
ADA accessible and 45 recuperative care units.
• The campus envisions dedicated spaces for older adults and people with disabilities, women, people seeking
sober neighbors, and other people requiring low-
barrier accommodations. All aspects of the design are
intended to accommodate pets, partners, possessions, and privacy.

Project Status:
• Site work to begin in January 2024 and project is estimated to be complete in October 2024.
• Staff has been focused on the Stockton Shelter Crisis, however, will finalize the Council approved contract with St.

Mary's this Spring.

Pathways Amount
Original Budget $3,600,000
Pending Obligation $3,600,000

ATTACHMENT A
762
Recovery of City
Government

ATTACHMENT A
763
Lost Revenue
Replacement
Goals & Objectives:
• Replace lost public sector revenues related to the
COVID-19 pandemic
• Replacement funds can support the general fund,
recreation fund, entertainment venues fund, and
the parking authority
Project Status:
• Revenue replacement is an annual calculation
• FY 2020 = $13.8 million
• FY 2021 = $394,000
• FY 2022 = $9.1 million
• FY 2023 = $0
• $4.5 million allocated to General Fund, Recreation,
Venues, and Parking Funds (Reso 2022-06-21-1601)
• Now that FY 2023 revenues have been calculated,
the final allocation can be made
Lost Revenue Replacement Amount
Original Budget $9,585,000
Expended Round 1 - June 2022 ($4,500,000)
Pending
Obligation Round 2 - June 2024 $5,085,000

ATTACHMENT A
764
General
Administration
Goals & Objectives:
• Administrative re-allocation of ERP designated
funding to support general administration efforts
• Project provides additional support for staff
resources and augmentation related to
Procurement & Reporting efforts
Project Status:
• The Procurement Division has contracted for staff
augmentation including assistance with preparing
draft scopes of work for ARPA projects, reviewing
proposals, and preparing reports for submission to
the US Treasury
• This project also supports internal efforts for data
collection and reporting
General Administration Amount
Revised Budget $406,865
Expended (294,630)
Obligated (25,000)
Pending Obligation $87,235

ATTACHMENT A
765
One-Time
Essential
Worker
Premium
Payment to all
Staff
Goals & Objectives:
• Provide compensation to our essential workers who
have been exposed to additional risk while continuing
to provide essential services to our community
• Employees of the City of Stockton have and continue to remain at work
Project Status:
• On November 7, 2021, full-time employees received an
additional premium payment of $2,000, and part-time
employees received $500
One-Time Essential Worker Payment Amount
Original Budget $2,880,000
Expended Premium Payment ($3,191,000)
Pending Obligation ($311,000)

ATTACHMENT A
766
Providing
COVID-Related
Paid Leave to
Employees
Goals & Objectives:
• Meet both Federal and State requirements of
providing supplemental paid leave(s) to
employees related to the pandemic
Project Status:
• An additional $500,000 from Council
Contingency was approved by Council action
2022-05-24-1502
• Mandatory Sick Leave expenses have exceeded
$3.6 million since March 2020
• State required AB84 expenses from Jan. -Dec. 2022
were over $1.3 million
• AB84 paid leave ended in December 2022
COVID-Related Paid Leave Amount
Original Budget $900,000
Revised Budget 1,400,000
Expended Leaves thru 6/30/21 ($444,882)
Leave thru 6/30/22 ($451,770)
Obligated Leave thru 12/31/22 ($503,348)
Pending Obligation $0

ATTACHMENT A
767
Digital Divide &
Internet
Connectivity

ATTACHMENT A
768
Fiber Master
Plan &
Construction
Goals & Objectives:
• Prepare a Citywide Fiber Optic Master Plan to
determine where critical fiber gaps exist and prioritize a fiber buildout
• Installation of a backbone of fiber and replacement
ethernet switches identified in the master plan
Project Status:
• City staff reviewing final draft Plans,
Specifications, and Estimates
• Construction bids are scheduled to advertise
April 2024
• Construction is expected to utilize the balance of
project funds
Fiber Master Plan & Construction Amount
Original Budget $3,060,000
Expended Master Plan ($165,357)
Obligated Master Plan ($204,198)
Pending Obligation (Construction) $2,690,445

ATTACHMENT A
769
Digital Traffic
Camera
Replacement
Goals & Objectives:
• Replaces over 150 cameras at various locations
throughout the City with high-definition digital cameras • The City’s camera inventory is used by Police and Public Works to monitor traffic, safety, and security
• Upgrading the current camera inventory better
positions the City for future Smart City efforts
Project Status:
• Materials are being delivered
• Council award of contract in March 2024 will use
balance of funds
• Construction anticipated to begin in May 2024
Digital Traffic Camera Replacement Amount
Original Budget $1,440,000
Expended
Design ($20,812)
Materials ($116,150)
Obligated Construction ($554,208)
Pending Obligation (Construction) $748,830

ATTACHMENT A
770
Connectivity
Support
Program
Goals & Objectives:
• To decrease the digital divide by increasing access
to technology and broadband services.
• Implement a marketing plan to reach community
members in neighborhoods most impacted by the
pandemic.

Project Status:
• Device distribution is 100% complete
• Digital coaching in multiple languages is ongoing
and available at library branches
• Recipients are sent surveys every 6 months until
July 2025
Connectivity Support Amount
Original Budget $2,970,000
Expended Devices, Wi-Fi,
Coaching ($2,406,581)
Obligated Coaching ($6,820)
Pending Obligation $556,599

ATTACHMENT A
771
Usage Per Month
75%
7%
%
2%
0%
%
8%
72%
0%
%
5%
0%
5%
%
7%
0%
%
5%
%
8%
%
I se It I Rarely se It It is nreliable It o onger
Works
It was Sold It s ost or Stolen ther
eb 202 uly 202 an 202
67% of respondents still have their
device and use it regularly.

ATTACHMENT A
772
Usage per Month

ATTACHMENT A
773
Activities (February 2023)
56%
48%
37%
27%
64%
23%
36%
Homework or School-Related Tasks
Career and Job-Related Tasks
Banking and Paying Bills
Shopping
Email, Social Media, and Messaging
Gaming
Healthcare Research or Assistance

ATTACHMENT A
774
Activities (July 2023)
40%
23%
32%
29%
61%
31%
Start (or continue) an Educational Program
Get a New Job
Become more Confident in your Finances
Apply for Government Assistance
Connect with Friends or Family
Talk to a Medical Professional

ATTACHMENT A
775
Program Testimonials
❖ Personally, I have grown!! I read a lot more than
I have ever have! Learning to be more
productive and organized which before I was
terrible at! Thanks you have truly given me a
Gift that will be with me forever that is
knowledge!!
❖ It has helped me find my job and has helped
me numerous times with business
advancements. I've done my resume on it and
my taxes. I use it for Indeed.com, job
applications email. It really helps me to get
ahead in life. Thank you so much....
❖ My device keeps me able to current with
breaking news and up to the minute weather
and being in touch with old and new friends on
social media. Also Google is my best friend!
❖ Yes. I started school at Delta College with my
laptop. I am currently still enrolled working
towards a better career. Thank you very much!
❖ It makes learning for my daughter easier. As we
have used it I have been able to connect my
daughter to learning programs and apps
❖ It has helped me study English online so I can
help my children with their homework and
projects and I participate as volunteer in the
school. I also have my emails in order and
schedule medical appointments with ease.
❖ I use it for my emails and to complete my
applications on line and also to keep up on my
accounts for section 8 and human service
agency and etc. And to keep up with social
media and for kids assignments from school.

Aso for my children and my entertainment as
well.
❖ My boys no longer fight over who gets to use
the TV

ATTACHMENT A
776
Miscellaneous
Projects

ATTACHMENT A
777
Touchless
Restrooms
Goals & Objectives:
• Install 10 Exeloo Automatic Public Toilets at various park sites
• Offer accessible public restrooms that are resilient, hygienic, and safe
Project Status:
• Five units for Oak, Eden, Legion, Harrell and Victory Parks have arrived, and installation is scheduled for
summer 2024
• Procurement for units at McKinley, Caldwell,
Brotherhood, Grupe, Dentoni, and Sandman Parks is
in process
• Balance for funds will purchase and install units
Touchless Restrooms Amount
Original Budget $3,150,000
Expended
Design ($24,852)
Material & Constr. ($256,997)
Obligated Design ($69,000)
Pending Obligation (Units & Installation) $2,799,151

ATTACHMENT A
778
Fire Apparatus
Goals & Objectives:
• Round 1 funding isentirely used to purchase 6Pierce
Enforcer Pumper Engines to replace current fleet that is already beyond, or nearing the end, of their useful life • Round 2 funding includes purchasing two BattalionSUV
units, three Brush Rig units, and installationof five
generators at Fire Stations
Project Status:
• Round 1 is complete: 6 Pierce engines have been
delivered
• Round 2: Battalion units purchased; PO cut for Brush
Rigs
• Balance of funds to be used on upfitting Round 2 units Fire Apparatus Amount
Original Budget $6,030,000
Expended
Round 1 Engines ($4,406,095)
Round 2 Units ($615,230)
Obligated Round 2 Units ($670,377)
Pending Obligation $338,298

ATTACHMENT A
779
Emergency
Generators at
City Facilities
Goals & Objectives:
• $630,000 in funding transferred from the canceled
Public Wi-Fi project
• City buildings are essential to providing services to the community during power outages or other
emergencies
• Many firehouses have generators that have been
identified as reaching their end of life, or obsolete, and are in need to replacement to ensure adequate
emergency response
Project Status:
• Site assessment identified 6 fire locations for upgrade through ARPA
• Backup generator sizing and electrical connections
have been completed
• Council award is expected in spring 2024 and will use the remainder of funds
Emergency Generators Amount
Original Budget $0
Revised Budget (Public Wi-Fi) $630,000
Expended Planning ($0)
Obligated Installation ($0)
Pending Obligation $630,000

ATTACHMENT A
780
Vehicles &
Equipment to
Support Clean
City Initiative
Goals & Objectives:
• Purchase of various vehicles and equipment
to support the Clean City Initiative and
encampment cleanup activities
• While this equipment has been identified as
being most helpful in supporting clean-up
activities, it will also be used to better
support regular maintenance activities
Project Status:
• All heavy equipment is received and in
service
• P.O. cut for bed fabrication of cab chassis
• The flat bed trailer is expected for delivery in
March
Vehicles & Equipment – Clean City Amount
Original Budget $1,350,000
Expended Various Units ($1,189,981)
Obligated Various Units ($42,680)
Pending Obligation $117,339

ATTACHMENT A
781
Miracle Mile
Improvement
District (MMID)
Traffic & Safety
Improvements
Goals & Objectives:
• In May 2022, with Council action 2022-05-24-1502,
Council approved a transfer of $500,000 from the
contingency fund to support ongoing traffic and
safety projects on the Miracle Mile.
• Improvements include an RRFB and curb bulbouts
to improve pedestrian crossing safety
Project Status:
• The Construction Contract has been awarded
• Construction is anticipated to start in March 2024
MMID Traffic & Safety Amount
Original Budget $500,000
Expended ($42,442)
Obligated Construction ($199,163)
Pending Obligation (Construction) $258,395

ATTACHMENT A
782
New City Hall
HVAC Upgrade
Goals & Objectives:
• Upgrade the existing HVAC system at the new City
Hall Waterfront Tower buildings
• Replacement of the existing rooftop units will
provide higher filtration, improved air quality within
the buildings, and improve energy efficiency
Project Status:
• This project has been completed
New City Hall HVAC Upgrade Amount
Original Budget $1,350,000
Expended
Design ($0)
Construction ($1,350,000)
Pending Obligation $0

ATTACHMENT A
783
Animal Shelter
Facility
Upgrades
Goals & Objectives:
• Expand existing Animal Shelter to increase capacity,
upgrade medical facilities, and advance operations
• Create a more friendly and welcoming
experience for prospective pet owners
• Improve the quality of life for shelter animals
Project Status:
• Design is 100% complete
• Construction bids are scheduled to advertise spring
2024
• Balance of funds will go toward construction
Animal Shelter Facility Upgrades Amount
Original Budget $5,400,000
Expended Design ($610,547)
Obligated Design ($167,119)
Pending Obligation (Construction) $4,622,334

ATTACHMENT A
784
Police
Equipment &
Maintenance
Goals & Objectives:
• Support communications equipment upgrades for the
SPD’s response efforts
• Enhance critical response equipment and
enforcement tools
• Improve department wide efforts to provide real-time
responses to the community
Project Status:
• The SPD has completed all Round 1 purchases and
95% complete with Round 2 purchases
Police Equipment & Maintenance Amount
Original Budget $1,260,000
Expended ($796,341)
Obligated Radios, vests, helmets,
rifles, truck ($412,297)
Pending Obligation $51,362

ATTACHMENT A
785
Police
Equipment &
Maintenance
Equipment and Maintenance
• Year 1
• Bullet trap cleaning
• Undercover vehicles
• Year 2
• Training Ammo
• Portable Radios
• Ballistic Shields
• Bomb Suits (2)
• Helmets and face shields
• MPU vehicle
• EOD Vehicle
• New lockers for women and sergeants (34)
• Room 166 audio & video equipment
• Tactical flashlights/holsters/Glock G45
• Vests with Rifle Plate
• Helmets and face shields
• Rifles, Optics, Lights
• Halligan Tools
• Traffic Diesel Truck

ATTACHMENT A
786
Recommendation:
• Reallocate funds to ensure all $78
million is obligated by December 31,
2024
• Estimated project balances = $2 million
• Revenue loss funds = $5 million
• Council Contingency = $3 million
• Recommendations:
• $100,000 to complete work in progress on Arena
Scoreboard project
• $300,000 to add another year of service to the
Non-Profit Capacity Building Program
• $311,000 for Essential Worker Premium
Payment shortfall adjustment
• $200,000 to support a co-location Data Center
as part of the City’s Disaster Readiness Plan
• $1 million to complete emergency generator
installation at all firehouses, adding 6 locations
• $4.124 million for the Animal Shelter Project
revised budget estimate

ATTACHMENT A
787

ATTACHMENT A
788

Resolution No.

STOCKTON CITY COUNCIL

ADOPT A RESOLUTION APPROVING RECOMMENDED ADJUSTMENTS TO THE

AMERICAN RESCUE PLAN ACT PROGRAMS AND PROJECTS

The American Rescue Plan Act ( ARPA) established the Coronavirus State Fiscal Recovery Fund and Coronavirus Local Fiscal Recovery Fund (CLFRF), which provides a combined $350 billion in assistance to eligible state, local, territorial, and Tribal governments to support COVID-19 economic recovery efforts. Of the $350 billion, $19.53 billion was a llocated to non -entitlement units of local government, ultimately allocating $78,052,072 to the City of Stockton based on the City’s 2019 Census data. The Treasury’s intended goal is to provide substantial flexibility for each government to meet local needs – including support for households, small businesses, impacted industries, essential workers, and the communities hit hardest by the COVID-19 public health crisis.

These funds can also be used to make necessary investments in water, sewer, and infrastructure. Funding objectives include relief to:

 Support urgent COVID-19 response efforts to continue to decrease the spread of the virus and bring the pandemic under control;
 Replace lost revenue for eligible governments to strengthen support for vital public services and help retain jobs;
 Support immediate economic stabilization for households and businesses; and  Address systemic public health and economic challenges that have contributed to the inequal impact of the pandemic; and

Local governments received funds in two tranches. Half of the funding, or $39,026,036, was received by the City on June 1, 2021 with the balance arriving in July 2022. Funds must be obligated by December 31, 2024. The period for performance ends December 31, 2026; and

The City of Stockton approved its initial spending plan on September 14, 2021, and has conducted public workshop meetings on February 16, 2022 and February 22, 2023. During its most recent public meeting, held February 28, 2024, staff provided the Council with an update on all projects and programs funded by ARPA, along with recommended adjustments to the budget and spending plan to ensure timeliness with the program guidelines; now, therefore,

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

1. The City Council approves the recommended adjustments to the American Rescue Plan Act Programs and Projects:

a. Allocate $65,000 to complete work already in progress on the Arena Scoreboard Project.
789
b. Allocate $300,000 to add an additional year of services to the Non-Profit Capacity Building Program.

c. Allocate $300,000 for the Essential Worker Premium Payment shortfall adjustment.

d. Allocate $200,000 to support a co-location Data Center a part of the City’s Disaster Readiness Plan

e. Allocate $ 1 million to complete the Emergency Generator Installation Project, adding six firehouse locations.

f. Allocate $4.124 million to support the Stockton Animal Shelter Renovation Project revised budget estimate.

g. Allocate $2,011,000 to the Revenue Loss Fund

h. Allocate $2,000,000 to the Council Contingency Fund.

i. Authorize the City Manager to reallocate funds among approved ARPA projects to meet the obligation deadlines and close out completed projects.

2. The City Council a uthorizes the City Manager to take n ecessary and appropriate actions to carry out the purpose and intent of this resolution.

PASSED, APPROVED, and ADOPTED March 12, 2024 .

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

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

790

ADOPT A RESOLUTION APPROVING

RECOMMENDED ADJUSTMENTS TO

THE AMERICAN RESCUE PLAN ACT

PROGRAMS AND PROJECTS
City Council Meeting
March 12, 2024
Item 15.3
791
Background:
• On February 28, 2024 Council held their 3rd annual Study Session Workshop, highlighting programs and projects
funded by the American Rescue Plan Act (ARPA).
• Staff provided updates on all related items:
• A copy of the presentation is attached to tonight’s
i
tem for convenience, and also posted to the City’s
website.
• The project narratives and plans have also been
p
osted to the City’s website.
• Following the updates, staff provided recommended
adj
ustments to the ARPA spending plan for Council
consideration.
792
American
Rescue
Plan Act
Financial
Summary
Stockton was awarded $78,052,072:
• Half, or $39,026,036, arrived in July 2021 with the balance arriving in J
une 2022
City Council approved a list of projects on September 14, 2021:
• With motion 2021-09 -14-1501, Council took action to reduce the initial proposal by 10%, creating a “contingency account” of $7,805,208
793
Program/Project Timelines:
794
Recommended
Adjustments:

Funds Eligible to Reprogram: $10M
• Estimated Project Balances: $2 million
• Revenue Loss Fund: $5 million
• Council Contingency: $3 million
Recommendations:
• $65,000 to complete the Arena Scoreboard Project
• $300,000 to add one additional year of service to
t
he Non-Profit Capacity Building Project
• $300,000 for the Essential Worker Premium
P
ayment shortfall adjustment
• $200,000 to support a co-l ocation Data Center as
part of the City’s Disaster Readiness Plan
• $1,000,000 to complete the Emergency Generator
I
nstallation Project, adding 6 firehouse locations
• $4,124,000 to support the Stockton Animal Shelter
R
enovation Project revised budget estimate
Remaining unallocated funds:
• Revenue Loss Fund: $2 million
• Council Contingency: $2 million
795
Recommendation:

Adopt a resolution
approving the
recommended
adjustments to the
American Rescue Plan Act
(ARPA) programs and
projects
796
City of Stockton
Legislation Text
File #: 24-0044, Version: 1

PUBLIC HEARING TO APPROVE AN OFFICE AND INDUSTRIAL SALES TAX INCENTIVE AGREEMENT BETWEEN THE CITY OF STOCKTON AND HOME DEPOT USA, INC., AND

AMEND THE OFFICE AND INDUSTRIAL SALES TAX INCENTIVE PROGRAM GUIDELINES

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

1. Approving the execution of an Office and Industrial Sales Tax Incentive Agreement between the City of Stockton and Home Depot USA, Inc.;

2. Amending the Office and Industrial Sales Tax Incentive program guidelines to better support the City in attracting and retaining businesses and to facilitate easier engagement with enterprises;

3. Establishing a Redevelopment Unrestricted Sub-fund within the General Fund as a mechanism for use in the City’s redevelopment efforts including acquisition, blight abatement, demolition, and other actions that support the City’s development;

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

Summary
At its June 24, 2014 meeting, the City Council approved the Office and Industrial Sales Tax Incentive Program to support the City’s business attraction/expansion efforts and generate additional revenue for the City. The program provides financial incentives to eligible businesses that are looking to locate or expand in existing or newly constructed office or industrial facilities within Stockton city limits. The Economic Development Department has been working with Ernst & Young LLP, a retail consulting firm, in attracting Home Depot USA, Inc., a multinational home improvement business, toexpand their e-commerce point of sale distribution center in Stockton. Home Depot USA, Inc., has agreed to establish its distribution center in Stockton for the completion and release of point of sales orders for flatbeds and bulk orders to local customers, upon the execution of an Office and Industrial Sales Tax Incentive Agreement.

DISCUSSION
Background
The Stockton City Council has identified several key goals for the City, including economic development and fiscal sustainability. On June 24, 2014, the Stockton City Council adopted City of Stockton Printed on 3/7/2024Page 1 of 4
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File #: 24-0044, Version: 1
Resolution No. 2014-06-24-1505, approving the Office and Industrial Sales Tax Incentive Program (Attachment A) in an effort to generate additional tax revenues, encourage new investment, and aid in the attraction of new business and expansion of existing business. The guidelines were later revised on August 12, 2014,
to disqualify businesses already located within San Joaquin County from being eligible with the exception of businesses located within the Stockton city limits (Attachment B - Resolution No 2014-08-12-1601).

Examples of the types of office and industrial uses that would be eligible under the program include:
eCommerce businesses, fuel distributors, high-tech equipment manufacturers or software developers, medical device manufacturers, and business-to-business sales. In these cases, there must be a physical sales desk located at the office or industrial facility where the transaction occurs.

Under the current program guidelines, a business must meet the following criteria in order to be eligible:
· Generate net new annual gross taxable sales of $25 million or more · Generate sales tax to the City of Stockton corresponding with the gross sales tax amount · Create a minimum of ten full-time equivalent jobs
· Make or retain a capital investment within the City of $50,000 or more (may be an aggregate of lease or purchase of facility, tenant improvements, off-site improvements, or other similar investment)
· Must have a physical presence within Stockton city limits with disqualification of businesses currently located within San Joaquin County
· No tax sharing agreement shall include local measure taxes Present Situation
As indicated in the Office and Industrial Sales Tax Incentive program guidelines, each incentive agreement requires Council approval. Further, in accordance with AB 562, which took effect on January 1, 2014, local agencies must provide specified information to the public before approving economic development subsidies of $100,000 or more. AB 562 also requires that a public notice and hearing be held regarding the subsidy to include, among other things, the name of the company receiving the subsidy and the amount of the subsidy.

The Economic Development Department has been engaged with Ernst & Young LLP, a consulting firm, in attracting Home Depot USA., Inc., a national company which operates a chain of retail stores and distribution facilities specializing in home improvement and construction products, to locate its Central California eCommerce and point of sale distribution center in Stockton, upon the execution of an Office and Industrial Sales Tax Incentive Agreement. This includes the completion and release of ecommerce and point of sale orders to its California customers.

Home Depot USA, Inc., is a Delaware corporation with a distribution center in Stockton at 2055 Industrial Dr. #2, Stockton. Home Depot USA, Inc., would expand its eCommerce and point of sale distribution center at an existing location or lease a new facility of between 600,000 and 700,000 square feet near the proposed site at 320 McCloy Ave. The new facility would employ approximately 80-100 permanent employees and additional seasonal staff. In addition to these employees, it is anticipated that there will be some job growth throughout the duration of the tax sharing agreement; however, the exact number is unknown at this time.

Net New Sales Tax Revenue The Incentive
Agreement will be for a term of 15 years from the date
of execution, with options to extend up to an additional 10 years, and the rebate amount will be based on the
following tiers
% of Sales Tax
Revenue Rebated to
Home Depot USA, Inc.
% of Sales Tax
Revenue Retained by
the City
Less than $250,000 50% 50%
$250,000-$500,000 50% 50%
Above $500,000 50% 50%
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File #: 24-0044, Version: 1
Net New Sales Tax Revenue The Incentive
Agreement will be for a term of 15 years from the date
of execution, with options to extend up to an additional 10 years, and the rebate amount will be based on the
following tiers
% of Sales Tax
Revenue Rebated to
Home Depot USA, Inc.
% of Sales Tax
Revenue Retained by
the City
Less than $250,000 50% 50%
$250,000-$500,000 50% 50%
Above $500,000 50% 50%
It is estimated that Home Depot USA, Inc., a multinational home improvement business, will generate annual sales of approximately $50 million - $100 million, which will result in an annual sales tax rebate of $500,000 - $1,000,000 which will be split, with each entity receiving 50 percent. The sales tax rebate is based on net new sales tax revenue received by the City and applies only to the one- percent Bradley-Burns tax and not the entire nine-percent tax rate. No rebates will be provided on tax revenues received from Measures W and A.

As outlined in the Incentive Agreement, Home Depot USA, Inc., has agreed to a 50/50 split with the City of Stockton. The Incentive Agreement will be for a term of 15 years from the date of execution, with options to extend it up to an additional 10 years. The public will receive a direct benefit from the execution of the Incentive Agreement in that it will generate net new sales tax revenue for the City of Stockton to further economic growth and create additional job opportunities with the expansion of Home Depot USA, Inc. operations.

The previous program included a tiered tax sharing vehicle, however the only substantial change to the updated program guidelines attached is that going forward, the City will split the taxes 50/50 regardless of the amount. This change is reflected as a supporting table in Exhibit 1 to the Resolution.

The funds will be reviewed on an annual basis for eligibility to be deposited into a revolving redevelopment fund that will allow the Economic Development Department to further the goals of the Economic Development Strategic Action Plan including acquisition, blight abatement, demolition and necessary actions that support downtown development. The initial primary focus of the fund will be focused on acquisition as land assembly is a key factor in the City’s economic development strategy.

Staff is recommending that the City Council approve the execution of an Office and Industrial Sales Tax Incentive Agreement between the City and Home Depot USA, Inc., which is attached as Exhibit 2 to the Resolution.

PUBLIC NOTICE
A notice of this public hearing was published in The Record on March 2, 2024.

FINANCIAL SUMMARY
The proposed resolution would establish a new unrestricted sub-fund within the General Fund. The purpose of this sub-fund would be to establish a tracking mechanism to enable fund balance to City of Stockton Printed on 3/7/2024Page 3 of 4
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File #: 24-0044, Version: 1
accumulate for the purposes of facilitating property acquisition and economic development activities, with a focus on the downtown area.

As part of the annual budget process, the proceeds from the proposed agreement from the previous calendar year between Home Depot and the City and other qualifying revenue sources would be reviewed for eligibility to be transferred annually to this fund to accumulate for use on redevelopment.

Home Depot U.S.A., Inc., estimates annual sales of approximately $50 million - $100 million (or $500,000 - $1.0 million, in sales tax revenue), which will result in an estimated annual return of $250,000 - 500,000 to be remitted to Home Depot, USA, Inc., leaving the amount net the rebate for the City. Revenue from the Office and Industrial Sales Tax Incentive Agreement between the City of Stockton and Home Depot USA, Inc. will be deposited into the new Redevelopment sub-fund.

Attachment A - Approved Resolution No. 2014-06-24-1505
Attachment B - Approved Resolution No. 2014-08-12-1604
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ATTACHMENT A
801

ATTACHMENT A
802

ATTACHMENT A
803
Resolution No. 2014-08-12-1601

STOCKTON CITY COUNCIL

RESOLUTION APPROVING AN OFFICE AND INDUSTRIAL SALES TAX INCENTIVE

AGREEMENT BETWEEN THE CITY OF STOCKTON AND DIESEL DIRECT WEST

INCORPORATED AND AMENDING THE OFFICE AND INDUSTRIAL SALES TAX

INCENTIVE PROGRAM GUIDELINES
The Stockton City Council identified economic development and fiscal sustainability as two key goals for the City; and
On June 24, 2014, the Council approved Resolution No. 2014-06-24-1505 authorizing the Office and Industrial Sales Tax Incentive Program which provides financial incentives to businesses that generate net new sales tax revenue to the City of Stockton;
In accordance with the Office and· Industrial Sales Tax Incentive Program guidelines, each incentive agreement is subject to a public hearing and must be approved by the City Council; and
City staff has been negotiating with Diesel Direct West, Inc., in expanding and relocating its headquarters to Stockton and desires to enter into a Sales Tax Incentive Agreement with Diesel Direct West, Inc.; and
In order to prevent businesses currently located within the unincorporated areas of San Joaquin County, as well as local jurisdictions within San Joaquin County with the exception of the City of Stockton, from participating in the program, an amendment to the Office and Industrial Sales Tax Incentive Program guidelines is necessary; now, therefore,

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

1. The City Council hereby finds that the public will receive a direct benefit from the execution of the Sales Tax Incentive Agreement between the City of Stockton and Diesel Direct West, Inc., in that it will generate net new sales tax revenue for the City of Stockton as well as additional job opportunities.

2. The City Council hereby approves the Office and Industrial Sales Tax Incentive Agreement between the City of Stockton and Diesel Direct West, Inc., attached hereto as Exhibit 1 and incorporated by this reference.

3. The City Council hereby approves the amendment to the Office and Industrial Sales Tax Incentive program guidelines attached hereto as Exhibit 2 and incorporated by this reference.

ATTACHMENT B
804

4. The City Manager is hereby authorized and directed to take all necessary and appropriate action to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED __ ...;..A...a..;au=g=us"-'-t-'-1 =2,....c.2=0-'--14-'----- ATTEST:

BONNIE PAIGE, City
of the City of Stockton
ANTHONY SILVA, Mayor
of the City of Stockton

ATTACHMENT B
805

AGREEMENT BY AND BETWEEN THE CITY OF STOCKTON, A
MUNICIPAL CORPOR ATI ON AND DIESEL DIRECT WEST, INC., A

CALIFORNIA CORPORATION
This Agreement is made as of the date last written below by and between the City of Stockton, a municipal corporation (the "City") and Diesel Direct West, Inc., a California corporation ("Diesel Direct"), hereinafter collectively referred to individually as "party" and collect ively as "Parties" herein, with reference to the following facts, purposes, and understandings.

RECITALS
A. Capitalized terms used herein are defined in Article 1 of this Agreement.

B. The City has adopted an Economic Development Strategy which includes efforts to ge nerate new re venue, attract new business, and create additional jobs throughout Stockton.

C. The Office and Industrial Sales Tax Incentive Program will serve as an additional tool in the City's economic development efforts by providing financial incentives to eligible businesses that are looking to locate in office or industrial facilities within Stockton city limits.

D. The Office and Industrial Sales Tax Incentive Program will be used to attract and retain businesses meeting the following criteria:

1. Generate net new annual gross taxable sales of $25 million or more.

2. Generate sales tax to the City of Stockton corresponding with the gross sales tax amount.

3. Create a minimum of 10 full-time equivalent (FTE) jobs.

4. Make a capital investment within the City of $50,000 (this is based on office lease rate of $12/s.f./year for 5,000 s.f. building/lease rate of 20,000 s.f. industrial building at $4.50/s.f./year is $90,000) or more (may be an aggregate of lease or purchase of facility, tenant improvements, off-site improvements, or other similar investment).

5. Must have a physical presence within Stockton city limits.

E. In order to be eligible for the incentive, the City must demonstrate that there is a direct benefit to the public, which may include but is not limited to the following:

1. Net new sales tax revenue received by the City of Stockton

2. Creation of jobs

3. Capital Investment by the business
F. Diesel Direct is a company headquartered in 4412 Harlin Drive, Sacramento, CA 95826, which is in the business of pro viding diesel mobile refuel ing services and fuel management services.
1 ATTACHMENT B
806
G. In consideration for the City entering into this Agreement, Diesel Direct will move its headquarters from 4412 Harlin Drive, Sacramento, CA 95826 to 3734 Imperial Avenue, Suite E. Stockton, CA 95215 .

H. Diesel Direct shall use commercially reasonable, good faith efforts to administer its business activities, with the objective of maximizing the amount of Local Sales Tax Revenues generated from Diesel Direct's ongoing business activity within the City of Stockton.

I. The operations of Diesel Direct to be located within the City, will provide significant public benefit to the City, in that the additional Local Sales Tax Revenues to be generated as a result of Diesel Direct's efforts represent a substantial source of additional public revenue for the City.

J. This Agreement will facilitate a business-friendly environment that will allow Diesel Direct to operate a successful business.

K. The City represents and warrants that it is a municipal corporation duly formed, existing, and operating under the laws of the State of California and exercising all governmental functions and rights thereto as a Charter City. The City further represents that entering into this Agreement and the performance of the City's obligations thereunder do not constitute a violation of any state or federal statue or judicial decision to which the city is subject. The City also represents that there are no pending lawsuits which would prevent or impair the timely performance of the City's obligations under this Agreement. The City acknowledges that these representations and warranties are a material consideration to Diesel Direct and that Diesel Direct is relying on these representations in undertaking Diesel Direct's obligations as set forth herein.

L. Diesel Direct represents and warrants that it is a corporation duly formed, existing and operating under the laws of the State of California. Diesel Direct further represents that entering into this Agreement and the performance of the city's obligations thereunder do not constitute a violation of any state or federal statue or judicial decision to which the city is subject. Diesel Direct also represents that there are no pending lawsuits which would prevent or impair the timely performance of Diesel Direct's obligations under this Agreement. Diesel Direct acknowledges that these representations and warranties are a material consideration to the City and that the City is relying on these representations in undertaking the City's obligations as set forth herein.

M. The proposed Office and Industrial Sales Tax Program may foster a growing ecosystem of businesses within the City, thereby promoting business -to-business sales taxes and other similar financial benefits to the City.

N. Due to the benefits of locating Diesel Direct's business in the City as described herein, the Parties propose to enter into this Agreement as reinforcement of their mutually beneficial relationship by establishing an incentive program that will rebate to Diesel Direct a portion of the Sales Tax generated by Diesel Direct's business activities within the City.
2 ATTACHMENT B
807

0. The City Council has found that the Rebates and other benefits provided to Diesel Direct under this Agreement will advance the public welfare and provide adequate consideration in return to the City as follows:

1. The net financial benefit to the public has the potential to exceed the value of the Rebates provided to Diesel Direct;

2. Diesel Direct will provide a direct public benefit through the provision of jobs; the generation of sales and property taxes; and the provision of other benefits to the City and the San Joaquin County region;

3. The Rebates represent a partial return of the total Sales Taxes that will be realized by Diesel Direct locating its business in the City of Stockton, which shall be paid in arrears, such that the Rebates will not impact the City's current General Fund balance as the Rebates will be based on future, additional revenues to the General Fund; and

4. Rebating a larger percentage of the Sales Tax for higher amounts of Net New Sales Tax Revenue will benefit the public by facilitating the startup of the business, thereby leading to the earlier creation of Jobs and capital investment, which otherwise might be delayed.

P. The Parties now wish to enter into this Agreement setting forth the Parties' understanding and agreement regarding the establishment of Diesel Direct's business in the City of Stockton.

NOW THEREFORE, IN CONSIDERATION of the mutual agreements, obligations, representations and promises herein contained, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Defiritions. In addition to the capitalized words and phrases tha t may be elsewhere defined in this Agreement, the following capitalized words and phrases shall have the following meanings under this Agreement:
(a) "Agreem ent'' means this Agreement by and Between the City of Stockton and Diesel Direct for the Establish ment of its Business within the City of Stockt on.
(b) "Applicable Reporting Period" means, for purposes of determining the Parties' financial obligations hereunder, the Reporting Period applicable to the Fiscal Year for which the financial obligation is being calculated. (c) "Business Day" means a day which is not a Saturday, Sunday or legal holiday on which banking institutions in the State of California or City are closed. 3 ATTACHMENT B
808
(d) "C�y" means the City of Stockton, a municipal corporation organized under the laws of the State of California and all of its agents, successors and assigns.
(e) "Contract Year" means the first full year commencing with the first day of the calendar year following the Execution Date of this Agreement. (f) "Effective Date" means the date of execution of this Agreement, which is the date of the last signature below.
(g) "Event of Default" means any default by Diesel Direct or The City as provided in Section 5.2, below.
(h) "Party" means either the City or Diesel Direct, sometimes collectively referred to as the "Parties"."
© 'Diesel Direct" means Diesel Direct West, Inc., a California corporation and its agents, successors, and assigns.

U) "Rebates" means the Sales Tax Rebate Payment.
(k) "Retail Sales" means the sale of all tangible personal property to any person or entity, which is subject to the Sales Tax Law and which generates Local Sales Tax Revenues.
(I) "Sales Tax" or "Sales Taxes" means sales and use taxes remitted by Diesel Direct to the State of California arising from Diesel Direct's Stockton points of sale pursuant to the Sales and Use Tax Law of the State of California. (m) "Sales Tax Payment Report" means the periodic reports filed by Diesel Direct with the California Board of Equalization to report and remit Diesel Direct's sales and use taxes due.
(n) "Sales Tax Rebate Payment" means the payments to Diesel Direct by the City pursuant to Section 2.1 of this Agreement.
(o) "Sales Tax Rebate Percentage" shall mean the percentage in the table set forth in Subsection 2.1(c), below.
(p) "Sales Tax Received" means the Sales Tax ultimately received by the City (through remittance from the State of California).
(q) "Sales Tax Received Report" means the quarterly report received by the City by its sales tax consultant, which provides information from the California Board of Equalization that verifies the total amount of Sales Tax received. Such report is prepared in arrears of Sales Taxes paid by Diesel Direct.
4 ATTACHMENT B
809
(r) "Term" means the term of this Agreement, commencing on the Effective Date of this Agreement and ending on the tenth (10th) anniversary of the first day of the first Contract Year, together with any extension period as provided by Section 2.2, below, or as otherwise agreed to by the Parties in a written amendment to this Agreement.

ARTICLE 2

SALES TAX REBATE

2.1 Sales Tax Rebate. Subject to the terms and conditions of this Agreement, the City shall rebate to Diesel Direct a portion of the Sales Taxes based on the amount of net new Sales Taxes Received by the City and disbursed annually to Diesel Direct, as set forth below. The Sales Tax Rebate is limited to the Bradley-Burns 1 % tax only. (a) Sales Tax Rebate Payment Amount. The amount of the "Sales Tax Rebate Payment" shall be equal to (i) the Sales Tax Received (as calculated below) multiplied by (ii) the Sales Tax Rebate Percentage (as determined below). (b) Determination of Sales Tax Receive d. Following the filing of the last Sales Tax Payment Report for a fiscal year, Diesel Direct shall remit to City a copy of all Sales Tax Payment Reports for the fiscal year (the "Fiscal Year Sales Tax Payment Reports"). Upon receipt of each Sales Tax Payment Report and the Sales Tax Received Report, City shall determine the Sales Tax Received. (c) Determination of Sales Tax Rebate Percentage. The "Sales Tax Rebate Percentage" shall mean the percentage set forth in table below.

Net New Sales Tax % of Sales Tax % of Sales Tax
Revenue Revenue Paid to Revenue Retained by
DIESEL DIRECT City
Less than $250,000 0% 100%
$250,000 -$500,000 50% 50%
Above $500,000 65% 35%
(d) Payment Timing. Sales Tax Rebates shall be paid on an annua l basis . Within thirty (30) days after receipt of the Sales Tax Payment Report and the Sales Tax Received Report for the final quarter of the fiscal year, the City shall rebate to Diesel Direct by check or wire transfer the Sales Tax Rebate Payment applicable for the fisc al year and provide a written accounting to Diesel Direct showing the calculation thereof, including the amount of Sales Taxes received per the Sales Tax Received Report and a reconciliation thereof to the Quarterly Sales Tax Reports. In the event of a conflict between the Sales Tax Received Report and the Quarterly Sales Tax Reports, City will inquire with the California Board of Equalization regarding the conflict to try to resolve the conflict, however, if the conflict cannot be resolved with reasonable efforts by the City, City will advise Diesel Direct in writing of the conflict and Diesel Direct shall tak e all available steps to 5 ATTACHMENT B
810
resolve the conflict between the two (2) reports. Any adjustment to the amount due shall be made on the next Sales Tax Rebate Payment. (e) Audits. Either Party shall, upon no less than thirty (30) days prior written notice to the other, make the entirety of its books and records relating to the calculation and determination of the Sales Tax Rebate Payment, available at no cost to the requesting party and/or its designees and shall direct its accountants, consultants and contractors in possession of its books to do likewise. Each party shall bear the costs of its own auditors, experts, and any other consultants it may engage to complete its audit. (f) Adjustments: Dispute Resolution. If following a Sales Tax Rebate Payment, the City determines that an adjustment is needed to correct an err oneous allocation, including a dete rmination by the Board of Equalization (BOE) that all or a portion of the sales tax revenue received was improperly allocated, the City shall inform Diesel Direct in writing of the amount and basis for the adjustm ent, and such adjustment shall be applied to the next Sales Tax Rebate Payme nt, provided that Diesel Direct does not object in writing to the adjustment. If the amount of the next Sales Tax Rebate Payment is insufficient to cover the amount of the adjustment, the City shall notify Diesel Direct in writing and Diesel Direct shall pay the remaining amount owed to the City within thirty (30) days of receiving the City's written notification. If following a Sales Tax Rebate Payment, Diesel Direct determines that the payment is incorrect and Diesel Direct is owed more, Diesel Direct shall inform the City in writing of the amount and basis for the adjustment, and such adjustment and outstanding balance shall be paid to Diesel Direct within thirty (30) days from the date of notice, provided that the City does not object in writing to the adjustment.

If either party objects to the amount of the adjustment, then the Parties will meet and confer within thirty (30) days thereafter in an attempt to resolve the dispute. If the dispute is not resolved within thirty (30) days after the meet and confer, then either Party may request the matter to be resolved by an independent accounting firm mutually agreeable to both Parties. Such engagement shall be by both Parties and shall be limited to calculating the Sales Tax Rebate Payment in accordance with the terms of this Agreement. The fees and expenses of the accounting firm used in such dispute resolution shall be divided between Diesel Direct and the City in proportion to the degree to which the disputed amount of the Sales Tax Rebate Payment was resolved in each Party's favor.

For illustration purposes only, if Diesel Direct's calculation of the Sales Tax Rebate Payment was $100,000, and the City's calculation of the Sales Tax Rebate Payment was $80,000, and the dispute resolution process determines the Sales Tax Rebate Payment should have been $90,000 , then the Parties shall bear the accounting fees and expenses equally.

Any adjustments to amounts previously paid or to settle fees and expenses shall be applied to the next due Sales Tax Rebate Payment. If no such payment is expected within ninety (90) days, then settlement shall be made by separate payment by the owing Party. For the avoidance of doubt, each Party will bear its own legal fees and costs, if any, associated with the audit or any audit dispute resolutio n. 6 ATTACHMENT B
811

2.2 Term Extension. The Term of this Agreement shall be for ten (10) years from the date the Agreement becomes effective and may be extended by agreement between the parties for two additiona l five (5)-year periods, for a total of twenty (20) years.

2.3 Disclaimer as to Sales Tax Revenue. Each Party understands and acknowledges that the other Party makes no warranty, representation, covenant, or guaranty, regarding the amount of Sales Tax revenues that may be generated by Diesel Direct 's operations in any year. Specifically, but without limiting the foregoing, Diesel Direct acknowledges that the City has informed Diesel Direct that the State of California (acting through the State Legislature or any other State agency having jurisdiction) may revise the manner in which Sales Tax revenues are allocated among cities and counties and other agencies in the State or may reduce or eliminate the Sales Tax rate applicable in the State. Based on the foregoing, Diesel Direct understands and acknowledges that Diesel Direct bears the sole risk that City's Sales Tax revenues generated by Diesel Direct's operations may be reduced or no longer available to the City due to the actions of the State, which could reduce or eliminate the Sales Tax Payments to Diesel Direct. Notwithstanding the foregoing, in the event of a change in the Sales and Use Tax Law that impacts the manner in which Sales Tax is collected and distributed to the City, this Agreement shall be interpreted so as to adjust its provisions to apply the revised Sales and Use Tax Law in the manner most consistent with the Agreement's intent which is to rebate to Diesel Direct the Sales Tax Rebate Percentage of the Sales Taxes remitted by Diesel Direct that are ultimately included in the City's revenue s.

ARTICLE 3

CONTINUING OBLIGATIONS

3.1 Point of Sale. As considerat ion for the City making the Rebates to Diesel Direct under this Agree ment, Diesel Direct covenants to establish its business as the principal point of sale in California for the sale of mobile diesel refueling services and fuel management services and shall maintain its business within the Ci ty of Stockton as one of its points of sale in California so long as Diesel Direct is selling its services from its facility. For the avoidance of doubt, Diesel Direct may establish other locations at which to market and sell its services but shall not accept any incentives from other governmental entities within California to establish such other locations in violation of California Government Code Section 53083, 53084 or 53084.5.

3.2 Community Support. Diesel Direct acknowledges the importance of Diesel Direct's participation in and support for local organizations, businesses, and community events and may, in its discret ion, support or participate in such organizations and events.
7 ATTACHMENT B
812

3.3 Indemnity.
(a) Diesel Direct shall indemnify, defend, and hold the City and its officials, employees, agents, volunteers, and successors (the "Indemnified Parties") harmless against any of the following:
(i) All legal or administrative proceedings, arbitrations, or enforcement actions commenced by a third party or parties for damage s, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of Diesel Direct and its contractors and subcontractors to pay prevailing wages pursuant to Labor Code Sections 1720 et seq. or regulations implementing the same or to comply with other applicable provisions of Labor Code Sections 1720 et seq. ( or regulations implementing the same) in connection with Diesel Dir ect's business activities.
(ii) All administrative, legal or equitable actions commenced by a third party or parties challenging the enforceability, validity or legality of: (A) (I) this Agreement; or (11) the power of the City to enter into this Agreement or provide the incentives hereunder based on an alleged violation of California Government Code Sections 53083, 53084 and 53084.5; or (B) the City's issuance of a permit, entitlement, or approval, to the extent such actions pertain to this Agreement, and do not apply to other matters alleged or involved in such third party actions. (b) Diesel Direct's obligation to indemnify, defend, and hold harmless the Indemnified Parties under this Section 3.3 is subject to the City: (i) promptly notifying Diesel Direct of the initiation of any such claim, action, or proceeding (unless Diesel Direct is already aware of the claim, action, or proceeding), and (ii) giving Diesel Direct the full authority to defend and settle such claim, action, or proceeding at Diesel Direct's expense. The City shall reasonably cooperate with Diesel Direct in the defense of such claim, action, or proceeding and may be represented, at the City's option and expense, by counsel of the City's selection. The City's duty under this Subsection (b) to cooperate with Diesel Direct does not include contributing to or sharing in the cost of such defense.
(c) Notwithstanding anything to the contrary, Diesel Direct's obligations related to the Indemnified Parties shall not apply to any claim or action to the extent arising from the Indemnified Parties' gross negligence or willful misconduct.

ARTICLE 4

ASSIGNMENTS

4.1 Assignments. Except as otherwise provided in Section 4.2, below, Diesel Direct may not assign this Agreement without the prior written consent of the City , which consent shall not be unreasonably withheld, conditioned, or delayed. The City's consent to an assignment by Diesel Direct may be provided by the City's City Manager. Any unpermitted assignment, or any attempt thereof, shall not confer rights upon the purported assignee and shall constitute an immediate material default of this Agreement and City may, only after providing Diesel Direct written 8 ATTACHMENT B
813
notice - and an opportunity to cure as set forth below in Section 5.2(b )[Defaul t by Diesel Direct], terminate this Agreement.

4.2 Sale or Assignment by Diesel Direct . Section 4.1 notwithstanding, the City's conse nt shall not be required for any assignment by Diesel Direct: (i) in connection with the sale of all or substantially all of its business operations in Stockton provided that the acquirer agrees to perform and observe, from and after the date of the sale, the obligations, terms and conditions of this Agreement (provided, however, such acquirer shall not be liable for the failure of its predecessor to perform any such obligation); or (ii) to an affiliate of Diesel Direct in connection with a corporate restructuring or other reorganization.

4.3 Breach. In the event of a breach of this Article 4, the sole remedy of the other Party shall be to terminate this Agreement by written notice to the other within thirty (30) days after becoming aware of the breach (in which event it is understood that Diesel Direct's indemnification obligations in Section 3.3 shall survive such termination).

ARTICLE 5

DEFAULT AND REMEDIES

5.1 Application of Remedies. The provisions of this Article shall govern the Parties' remedies for breach of this Agreement.

5.2 Default by City.
(a) City Event of Default If, after providing the notice and opportunity to cure as provided in Subsection (b) below, the City is in breach of any material provision of this Agreement, such breach shall constitute a "City Event of Default" and a basis for Diesel Direct to take action against the City if left uncured by the City pursuant to Subsection (b) of this Section 5.2.
(b) Notice and Cure Procedure: Remedies. Upon the occurrence of a breach of any material provision of this Agreement by the City, Diesel Direct shall first notify the City in writing of the purported breach, giving the City thirty (30) days from receipt of such notice to cure the breach. In the event the City does not cure the breach within such thirty (30)-day period (or, if the breach is not reasonably susceptible of cure within such thirty (30)-day period, the City fails to commence the cure within such period or fails thereafter to diligently prosecutes the cure to completion), then Diesel Direct shall be afforded all of its rights at law or in equity by taking any or all of the following remedies: (i) terminating this Agreement by written notice of termination to the City; (ii) prosecuting an action for damages (excluding punitive damages and consequential damages); or (iii) seeking any other remedy available at law or in equity (excluding punitive damages and consequential damages). 9 ATTACHMENT B
814
Default by Diesel Direct.
(a) Diesel Direct Event of Default. If after providing the notice and opportunity to cure as provided in Subsection (b) below, Diesel Direct is in breach of any material provision of this Agreement, such breach shall constitute a "_Diesel Direct_ Event of Default" and a basis for the City to take action against Diesel Direct if left uncured by Diesel Direct pursuant to Subsection (b) of this Subsection (b) Notice and Cure Procedure: Remedies. Upon the occurrence of breach of any material provision of this Agreement by Diesel Direct_, the City shall first notify Diesel Direct in writing of the purported breach, giving Diesel Direct thirty (30) days from receipt of such notice to cure the breach. In the event Diesel Direct does not cure the breach within such thirty (30)-day period (or if the breach is not reasonably susceptible of being cured within such thirty (30)-day period, Diesel Direct fails to commence the cure within such period or fails thereafter to diligently prosecutes the cure to completion), then the City shall be afforded all of its rights at law or in equity by taking any or all of the following remedies: (i) terminating this Agreement by written notice of termination to Diesel Direct; (ii) prosecuting an action for damages (excluding punitive damages and consequential damages); or (iii) seeking any other remedy available at law or in equity (excluding punitive damages and consequential damages).

5.3 Rights and Remedies Cumulative: Waiver of Default. Except as otherwise expressly provided, the rights and remedies of the Parties are cumulative, and the exercise or failure to exercise any right or remedy shall not preclude the exercise, at the same time or different times, of any right or remedy for the same breach or of any other breach. No waiver with respect to any breach or default in the performance of any obligation under the terms of this Agreement shall be deemed to be a waiver with respect to any subsequent breach or default, whether of similar or different nature. Any waiver, permit, consent or approval of any kind or character shall be effective only if made in writing and only to the extent specifically set forth in such writing.

5.4 Limitation on Liability. NEITHER PARTY SHALL BE LIABLE HEREUNDER

FOR ANY LOSS OF PROFITS, SPECIAL, INCIDENTAL, CONSEQUENTIAL,

EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES ARISING

HEREUNDER, HOWEVER CAUSED, EVEN IF SUCH PARTY HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

ARTICLE 6

GENERAL PROVISIONS

6.1 Identity of Diesel Direct. Diesel Direct represents and warrants to the City as of the execution date of this Agreement, as follows:
(a) Organiz ation. Diesel Direct is a corporation, duly organized, validly existing and in good standing under the laws of the State of California, with full power 10 ATTACHMENT B
815
and authority to conduct its business as presently conducted and to execute, deliver and perform its obligations under this Agreement.
(b) No Conflict. The execution, delivery and performance of this Agreement by Diesel Direct does not and will not conflict with, or constitute a material violation or material breach of, or constitute a material default under: (i) the organizational documents of Diesel Direct; (ii) to Diesel Direct's knowledge, any applicable law, rule or regulation binding upon or applicable to Diesel Direct; or (iii) any other material agreements to which Diesel Direct is a party. (c) No Litigation. Unless otherwise disclosed in writing to the City, there is no existing or, to Diesel Direct's knowledge, pending or threatened litigation, suit, action or proceeding before any court or administrative agency affecting Diesel Direct and its business activities that would, if adversely determined, materially and adversely affect Diesel Direct's ability to perform its obligations under this Agreement.

6.2 Source of Sales Tax Rebate Payment. Sales Tax Rebate payments shall be payable from any source of legally available funds of the City.

6.3 Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be personally served or mailed, certified mail, to the respective parties as follows:

City: City of Stockton
425 N. El Dorado Street
Stockton, CA 95202
Attention: City Manager
With copy to: Office of City Attorney
425 N. El Dorado Street
Stockton, CA 95202
Diesel Direct: William J. McNamara, Jr.
7 4 Maple Street
Stoughton, MA 02072
With copy to: Diesel Direct West, Inc.
3734 Imperial Avenue, Suite E
Stockton, CA 95215
Attention: Tim Johnson
Notice shall be deemed effective on the date personally delivered or, if mailed, on the date listed on the return receipt.

6.4 Non-Liability of Officials, Employees and Agents. No member, official, officer, director, employee or agent of either Party shall be personally liable to the other Party, or any successor in intere st, for: (i) any default or breach of this Agreement, (ii) any amount that may become due under this Agreement, or (iii) any obligation required under this Agreement.
11 ATTACHMENT B
816

6.5 Enforced Delay. In addition to the specific provIsIons of this Agreement, performance by either Party shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God or other deities; acts of the pub Ii c enemy; e p i d e m i cs ; quarantine restrictions; moratoria, or other restrictions imposed by governme ntal entities other than City; freight embargoes; the filing of a lawsuit or action challenging the entitlements or environmental review for the project contemplated hereunde r, this Agreement, or Diesel Direct or the City's authority to perform their respective obligations hereunder (which shall be deemed to be a delay of the Parties); or any other similar causes (not inc luding the lack of funds) beyond the control of and without the fault of the Party claiming the inability to perform. An extension of time for any such cause of delay will be deemed granted if notice by the Party claiming the delay is sent to the other wi thin thirty (30) days from the commencement of the cause causing the delay. In no event, howe ver, shall the cumulative delays exceed twelve (12) months , unless otherwise agreed to by the Parties in writing. Where the default is due to a Party's failure or delay in making a payment, such Party shall promptly make the payment fo 11 owing the resolution or termination of the event causing the delay.

6.6 Applicable Law. This Agreement shall be interpreted under and pursuant to the laws of the State of California exclusive of its conflict of law principles.

6.7 Venue. In the event that suit shall be brought by either Party to this Agreement, the Parties agree that venue shall be exclusively vested in the state courts of the County of San Joaquin or, where otherwise appropriate, exclusively in the United States District Court, Eastern District of California, Sacramento, California.

6.8 Severability. If any term, provision, covenant or condition of this Agreement is held in a final disposition by a court of competent jurisdiction to be invalid, void or unenforceable, such provision shall be severed and the remaining provisions of this Agreement shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability.

6.9 Attorneys' Fees. In the event of any legal action arising out of or relating to any breach hereof, the Party prevailing in any such action shall be entitled to recover against the non-prevailing Party all reasonable attorneys' fees, expert fees, and costs reasonably incurred by the prevailing Party in such action.

6.10 Binding Upon Successors. This Agreement shall be binding upon and inure to the benefit of the successors in interest and assigns of each of the Parties hereto.

Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successo r, heir, administrator, executor, successor, or assign of such Party who has acquired an interest in this Agreement or under law.

6.11 City Approval. Whenever City approval or consent is request ed, the written approval or consent of the City Manager of the City shall constitute the approval or consent of the City, without further authorization required from the City Council unless, in the opinion of the City Attorney, such approval or consent requires City 12 ATTACHMENT B
817
Council approval as provided herein or under the law. The City hereby authorizes the City Manager to deliver such approvals or consents as are required or permitted by this Agreement on behalf of the City, subject to the concurrence of the City Attorney.

If the City Attorney determines that City Council approval is required, the City Manager shall agendize the matter for the next regularly -schedu led meeting of the City Council subject to the noticing provisions of the Ralph M. Brown Act (Government Code Sections 54950 et seq.)

6.12 Discretion Retained By City. The City 's execution of this Agreement does not constitute approval by the City and in no way limits the discretion of the City to approve, deny, or conditionally approve any permit, entitlement, or approval required for the construction, creation, erection, establishment, or modification of the Improvements.

6.13 Time for Performance. Unless otherwise specified, any reference herein to "days" shall mean calendar days. If the time for performance ends on a Saturday, Sunday, City holiday, or when the City is not open for business , the time for performance shall be extended to the next business day.

6.14 Parties Not Co-Venturers. Nothing in this Agreement is intended to or does establish the Parties as partners, co-ventur ers, or prin cip al and agent with one another.

6.15 Counterparts. This Agreement may be executed in counterparts and multiple originals.

6.16 Recitals Incorporated. The Recitals set forth above are incorporated into this Agreem ent and made a part hereof, and except where specifically stated, do not constitute covenants or representations of either Party.

6.17 Standard of Approval. Any consents or approvals required or permitted under this Agreement shall not be unreasonably withheld or made, except where it is specifically provided that a sole discretion standard applies.

6.18 Effectiveness of Agreement. This Agreement shall only become effective on the Effective Date.

6.19 Interpreta tion. Each Party has reviewed this Agreement and any question of doubtful interpretation shall not be resolved by any rule or interpretation providing for interpretation against the drafting Party. This Agreement shall be construed as if both Parties drafted it. The captions and headings contained herein are for convenience only and shall not affect the meaning or interpretation of this Agreement.

6.20 Signator's Warranty. Each Party warrants to the other Party that he or she is fully authorized and competent to enter into this Agreement in the capacity indicated by his or her signature and agrees to be bound by this Agreement. 13 ATTACHMENT B
818

6.21 Entire Agreement and Amen dments . This Agreement represents the entire understanding of the Parties as to those matters contained herein. No prior o ra I or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agree ment may only be modified by a written amendment duly executed by the Parties to this Agreement.

WHEREFORE, the Parties have executed this Agreement on the date first noted above.

ATTEST:

BONNIE PAIGE

CITY CLERK

BY -----------
APPROVED AS TO FORM:

OFFICE OF THE CITY ATTORNEY

BY -----------

CITY ATTORNEY
14 CITY OF STOCKTON:

KURT WILSON

CITY MANAGER

BY -----------
DATE ________ _
BUSINESS:

DIESEL DIRECT WEST, INC.

BY -----------
WILLI AM J. MCNAMARA, JR.

CEO & PRESIDENT

DATE ----------

ATTACHMENT B
819
City of Stockton
Office and Industrial Sales Tax Incentive Program

1. Goals and Objectives
The purpose of the Office and Industrial Sales Tax Incentive Program is to serve as an additional tool in the City's economic development efforts to generate new revenue, attract new business, and create additional jobs throughout Stockton. The program provides financial incentives to eligible businesses that are looking to locate or expand in office or industrial facilities within the Stockton city limits. Examples of the type of industries that would qualify for the incentive include: eCommerce, fuel distributors, medical device manufacturers, and business-to-business sales. Traditional retail establishments, such as brick-and-mortar storefronts, dealerships, malls and big box retailers, do not qualify for sales rebates under this program.

2. Program Guidelines
The Office and Industrial Sales Tax Incentive Program will be used to attract and retain businesses meeting the following criteria:
• Generate net new annual gross taxable sales of $25 million or more • Generate sales tax to the City of Stockton corresponding with the gross sales tax amount
• Create a minimum of 10 full-time equivalent (FTE) jobs • Make a capital investment within the City of $50,000 (based on office lease rate of $12/sf/year for 5,000 s.f. building / lease rate of 20,000 s.f. industrial building at $4.50/sf/year is $90,000) or more (may be an aggregate of lease or purchase of facility, tenant improvements, off-site improvements, or other similar investment) • Must have a physical presence within Stockton city limits Businesses currently located within the unincorporated areas of San Joaquin County, as well as local jurisdictions within San Joaquin County with the exception of the City of Stockton, are not eligible for a rebate under this program. The program is not intended to attract business from other San Joaquin County jurisdictions .

An Office and Industrial Sales Tax Incentive Agreement, requiring approval by the City Council, will be executed between the City of Stockton and qualifying business, and include:
• Term of the agreement: 10 years, with two 5-year renewal options • Tiered rebate proposal:

Net New Sales Tax % of Sales Tax Revenue % of Sales Tax Revenue Revenue Rec'd by City to Business Rec'd retained by City Less than $250,000 0% 100%
$250,000-$500,000 50% 50%
Above $500,000 65% 35%

ATTACHMENT B
820
Examples of potential rebates:

Net New Sales Tax % of Sales Tax Revenue % of Sales Tax Revenue Revenue Rec'd by City to Business Rec'd retained by City $200,000 $0 (0%} $200,000 (100%}
$250,000 $125,000 (50%} $125,000 (50%}
$550,000 $357,500 (65%} $192,500 (35%}
$750,000 $487,500 (65%} $262,500 (35%}
• Rebate amount will be based on net new sales tax revenue received by the City and disbursed annually to the business.
• Sales tax rebate would be limited to the Bradley-Burns 1% tax only • Include recapture clause to protect City should BOE make a determination that all/portion of sales tax revenue received were improperly allocated. • Provision indemnifying the City against any claim of violation of Government Code Sections 53083, 53084, and 53084.5, and other such claims. • Must obtain City business license, proper permitting, and comply with all laws and regulations.

In order to be eligible for the incentive, the City must demonstrate that there is a direct benefit to the public, which may include, but is not limited to:
• Net new sales tax revenue received by the City of Stockton • Creation of jobs
• Capital investment by the business
The details of the financial incentive will be included in the Office and Industrial Sales Tax Incentive Agreement, in a form approved by the City Attorney's Office. Net new sales tax revenue received through the incentive program will be used to further the City's economic development activities. The program will be in effect for a period of 5 years from the date of approval, unless extended by the City Council.

3. City Council Review
Each Office and Industrial Sales Tax Incentive Agreement will be presented to the City Council for review and consideration, based on the findings and guidelines set forth above.

Approval of the Incentive Agreements will require a public hearing.

Adopted by the Stockton City Council
June 24, 2014 - Resolution No. 2014-06-24-1505
Amended August 12. 2014 - Resolution No.

ATTACHMENT B
821

Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING AN OFFICE AND INDUSTRIAL SALES TAX

INCENTIVE AGREEMENT BETWEEN THE CITY OF STOCKTON AND HOME DEPOT U.S.A., INC. , AND AMEND ING THE OFFICE AND INDUSTRIAL SALES

TAX INCENTIVE PROGRAM GUIDELINES

The Stockton City Council identified economic development and fiscal sustainability as two key goals for the City; and

On June 24, 2014, the Council approved Resolution No. 2 014-06-24-1505 authorizing the Office and Industrial Sales Tax Incentive Program which provides financial incentives to businesses that generate net new sales tax revenue to the City of Stockton; and

In accordance with the Office and Industrial Sales Tax Incentive Program guidelines, each incentive agreement is subject to a public hearing and must be approved by the City Council; and

City staff has been negotiating with Home Depot U.S.A., Inc., in expanding an eCommerce and point of sale distribution center to Stockton and desires to enter into a Sales Tax Incentive Agreement with Home Depot U.S.A., Inc., and

The public will receive a direct benefit from the execution of the Incentive Agreement in that it will generate net new sales tax revenue for the City of Stockton to further economic growth and retain jobs with the expansion of Home Depot U.S.A., Inc., business operations in Stockton, now, therefore,

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

1. The City Council hereby finds that the public will receive a direct benefit from the execution of the Sales Tax Incentive Agreement between the City of Stockton and Home Depot U.S.A., Inc., in that it will generate net new sales tax revenue for the City of Stockton as well as additional job opportunities.

2. The City Council hereby approves the Office and Industrial Sales Tax Incentive Agreement between the City of Stockton and Home Depot U.S.A., Inc., attached hereto as Exhibit 2 and incorporated by this reference, and authorizes the City Manager to execute the agreement on the City’s behalf.

822

3. The City Council hereby approves the amendment to the Office and Industrial Sales Tax Incentive program guidelines attached hereto as Exhibit 1, incorporated by this reference.

4. The City Council hereby approves the establishment of a Redevelopment Unrestricted Sub-fund within the General Fund as a mechanism for use in the City’s redevelopment efforts including acquisition, blight abatement, demolition and other actions that support the City’s redevelopment.

5. 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 March 12, 2024 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton

ATTEST:

____________________________
ELIZA R. GARZA, CMC
Clerk of the City of Stockton
823
City of Stockton
Office and Industrial Sales Tax Incentive Program

1. Goals an
d Objectives
The purpose of the Office and Industrial Sales Tax Incentive Program is to serve as an additional tool in the City’s economic development efforts to generate new revenue, attract new business, and create additional jobs throughout Stockton. The program provides financial incentives to eligible businesses that are looking to locate or expand in office or industrial facilities within the Stockton city limits. Examples of the type of industries that would qualify for the incentive include: eCommerce, fuel distributors, medical device manufacturers, and business-to-business sales. Traditional retail establishments, such as brick-and-mortar storefronts, dealerships, malls and big box retailers, do not qualify for sales rebates under this program.

2. Program Guidelines
The Office and Industrial Sales Tax Incentive Program will be used to attract and retain businesses meeting the following criteria:

Generate net new annual gross taxable sales of $25 million or more Generate sales tax to the City of Stockton corresponding with the gross sales tax amount
Create a minimum of 10 full-time equivalent (FTE) jobs
Make a capital investment within the City of $50,000 or more Must have a physical presence within Stockton city limits Cannot be a current operation or business within the City of Stockton pay sales tax No tax sharing agreement shall include local measure taxes Busine
sses currently located within the unincorporated areas of San Joaquin County, as well as local jurisdictions within San Joaquin County with the exception of the City of Stockton, are not eligible for a rebate under this program. The program is not intended to attract business from other San Joaquin County jurisdictions.

An Offic
e and Industrial Sales Tax Incentive Agreement, requiring approval by the City Council, will be executed between the City of Stockton and qualifying business:

Net New Sales Tax
Revenue
% of Sales Tax Revenue
Rec’d by City to Business
% of Sales Tax Revenue
Rec’d retained by City
Less than $250,000 50% 50%
Above $500,000 50% 50%
EXHIBIT 1
824
Examples of potential rebates:

Net New Sales Tax
Revenue
% of Sales Tax Revenue
Rec’d by City to Business
% of Sales Tax Revenue
Rec’d retained by City
$200,000 $100,000 (50%) $100,000 (50%)
$250,000 $125,000 (50%) $125,000 (50%)
$550,000 $275,000 (50%) $275,000 (50%)
$750,000 $375,000 (50%) $375,000 (50%)
Rebate amount will be based on net new sales tax revenue received by the City and disbursed annually to the business.

Sales tax rebate would be limited to the Bradley-Burns 1% tax only Include recapture clause to protect City should BOE make a determination that all/portion of sales tax revenue received were improperly allocated.

Provision indemnifying the City against an y claim of violation of Government Code Sections 53083, 53084, and 53084.5, and other such claims.

Must obtain City busines s license, proper permitting, and comply with all laws and regulations.

In order to be eligible for the incentive, the City must demonstrate that there is a direct benefit to the public, which may include, but is not limited to:

Net new sales tax reven
ue received by the City of Stockton
Creation of jobs
Capital investment by the business
The details
of the financial incentive will be included in the Office and Industrial Sales Tax Incentive Agreement, in a form approved by the City Attorney’s Office. Net new sales tax revenue received through the incentive program will be used to further the City’s economic development activities. The program will be in effect for a period of 5 years from the date of approval, unless extended by the City Council.

3. City Council Revi
ew
Each Office and Industrial Sales Tax Incentive Agreement will be presented to the City Council for review and consideration, based on the findings and guidelines set forth above.

Approval of the Incentive Agreements will require a public hearing.

Adopted by the Stockton City Council
June 24,
2014 – Resolution No. 2014-06-24-1505
Amended March 12, 2024 – Resolution No. 2014-08-12-1601 ::ODMA\GRPWISE\COS.HRD.HRD_Library:116656.1
EXHIBIT 1
825

OPERATING COVENANT AGREEMENT
between

THE CITY OF

STOCKTON
a California municipal corporation,
and
HOME DEPOT U.S.A., INC.,
a Delaware corporation
Dated as o
f the 29th day of January 2024 for reference purposes only EXHIBIT 2
826

RECITAL
S
WH
EREAS, Home Depot U.S.A., Inc., a Delaware corporation (“Owner”), is considering leasing a new build-to-suit facility of between 600,000 and 700,000 square feet or locating a new point of sale in an existing facility, to be occupied as an E -Commerce Distribution Facility (as defined herein), within the City of Stockton, California (“City”); and WHEREAS, the incentives provided in this Operating Covenant Agreement (“Covenant Agreement” or “Agreement”) are intended to encourage and incentivize Owner to (1) lease a new build-to-suit facility of between 600,000 and 700,000 square feet or locate a new point of sale in an existing facility, for purposes of operating an E-Commerce Distribution Facility within the City and (2) expand its operations within the City as appropriate; and WHEREAS, the City has determined that the establishment by Owner of an E-Commerce Distribution Facility that participates in the sales process within the City will generate substantial revenue for the City, create approximately 80 -100 jobs, and result in community and public improvements that might not otherwise be available to the community for many years; and WHEREAS, Owner wishes to locate in the City because of the operational advantages including, but not limited to, a qualified workforce, cost advantages, access to customers, and capacity to staff jobs in said City; and
WHEREAS, the incentives herein are intended to reward and encourage the Owner for job creation within the City. The incentives are available to Owner for job creation regardless of where within the City the jobs are located (excluding jobs created at retail storefronts).

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for such other good and valuable consideration, the receipt of which is hereby acknowledged, the City and Owner agree as follows:

EXHIBIT 2
827
ARTICL
E 1. EFFECTIVE DATE; PARTIES; DEFINITIONS

1.1 Effective Date of Covenant Agreement . This Covenant Agreement is dated January 29, 2024 for reference purposes only. This Covenant Agreement will not become effective until the date (“Effective Date”) on which all of the following are true:

1.1.1 This Covenant Agreement has been approved and executed by an authorized signatory of Owner and delivered to the City;

1.1.2 Following all legally required notices and hearings, this Covenant Agreement has been approved by the City Council;

1.1.3 This Covenant Agreement has been executed by the appropriate authorities of the City and delivered to Owner; and

1.1.4 Owner has entered into an agreement to lease an E-Commerce Distribution Facility within the City.

If all of the foregoing conditions precedent have not been satisfied by June 1, 2024, then this Covenant Agreement shall not thereafter become effective and any prior signatures and approvals of the Parties will be deemed void and of no force or effect.

1.2 Parties to Covenant Agreement.

1.2.1 The City. The address of the City is 425 N. El Dorado Street, Stockton, California ; Attention: Harry Black, City Manager ; The City represents and warrants to Owner that, to the best of City’s actual current knowledge:
(a) The City is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the laws of the State of California;
(b) The City has taken all actions required by law to approve the execution of this Covenant Agreement;
(c) The City’s entry into this Covenant Agreement and/or the performance of the City’s obligations under this Covenant Agreement does not violate any contract, agreement or other legal obligation of the City; (d) The City’s entry into this Covenant Agreement and/or the performance of the City’s obligations under this Covenant Agreement does not constitute a violation of any state or federal statute or judicial decision to which the City is subject; (e) There are no pending lawsuits or other actions or proceedings which would prevent or impair the timely performance of the City’s obligations under this Covenant Agreement;
EXHIBIT 2
828
(f) The C
ity has the legal right, power and authority to enter into this Covenant Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Covenant Agreement has been duly authorized and no other action by the City is requisite to the valid and binding execution, delivery and performance of this Covenant Agreement, except as otherwise expressly set forth herein; and
(g) The individual executing this Covenant Agreement is authorized to execute this Covenant Agreement on behalf of the City.

The representations and warranties set forth above are material considerations to Owner and the City acknowledges that Owner is relying upon the representations set forth above in undertaking Owner’s obligations set forth in this Covenant Agreement.

As used in this Covenant Agreement, the term “City’s actual current knowledge” shall mean, and shall be limited to, the actual current knowledge of the City Manager as of the Effective Date, who shall have a duty to inquire as to any representation or warranty made by the City with any other employee or representative of the City who would be reasonably expected to have knowledge.

All of the terms, covenants and conditions of this Covenant Agreement shall be binding on and shall inure to the benefit of the City and its nominees, successors and assigns.

1.2.2 Owner. The address of Owner for purposes of this Covenant Agreement is 2455 Paces Ferry Road, Atlanta, Georgia, 30339; Attn: Jacob Williams, Director of Real Estate ; telephone; email [email protected]; with a copy to Home Depot U.S.A., Inc., 2455 Paces Ferry Road, Atlanta, Georgia, 30339; Attn: Nick Harper, Esq.; telephone (678) 428 - 2068; email [email protected].

Owner represents and warrants to the City that, to the best of its actual current knowledge:
(a) Owner is a duly formed Delaware corporation, qualified and in good standing to do business under the laws of the State of California; (b) The individual(s) executing this Covenant Agreement is/are authorized to execute this Covenant Agreement on behalf of Owner; (c) Owner has taken all actions required by law to approve the execution of this Covenant Agreement;
(d) Owner’s entry into this Covenant Agreement and/or the performance of its obligations under this Covenant Agreement does not violate any contract, agreement or other legal obligation of Owner; (e) Owner’s entry into this Covenant Agreement and/or the performance of its obligations under this Covenant Agreement does not constitute a violation of any state or federal statute or judicial decision to which Owner is subject; EXHIBIT 2
829
(f) Ther
e are no pending lawsuits or other actions or proceedings which would prevent or impair the timely performance of Owner’s obligations under this Covenant Agreement; and
(g) Owner has the legal right, power and authority to enter into this Covenant Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Covenant Agreement have been duly authorized and no other action by Owner is requisite to the valid and binding execution, delivery and performance of this Covenant Agreement, except as otherwise expressly set forth herein.

The representations and warranties set forth herein are material considerations to the City and Owner acknowledges that the City is relying upon the representations set forth above in undertaking the City’s obligations set forth above.

As used in this Covenant Agreement, the term “actual current knowledge of Owner” shall mean, and shall be limited to, the actual current knowledge of [Insert Name], as of the Effective Date, without having undertaken any independent inquiry or investigation for the purpose of making such representation or warranty.

All of the terms, covenants and conditions of this Covenant Agreement shall be binding on and shall inure to the benefit of Owner and its permitted nominees, successors and assigns. Wherever the term “Owner” is used herein, such term shall include any pe rmitted nominee, assignee or successor of Owner.

The qualifications and identity of Owner are of particular concern to the City, and it is because of such qualifications and identity that the City has entered into this Covenant Agreement with Owner. No voluntary or involuntary successor-in-interest of Owner shall acquire any rights or powers under this Covenant Agreement except as expressly set forth herein.

1.2.3 The City and Owner are sometimes individually referred to as a “Party” and together as the “Parties.”

1.3 Definitions.

1.3.1 “CDTFA” means the California Department of Tax and Fee Administration.

1.3.2 “City” means the City of Stockton, a California municipal corporation, and any nominee, assignee of, or successor to, its rights, powers and responsibilities.

1.3.3 “Computation Quarter” means each three- month period within the Covenant Term beginning on the first day of each Fiscal Quarter , and ending on the last day of such Fiscal Quarter . The first Computation Quarter within the Eligibility Period is referred to herein as “Computation Quarter 1,” with each succeeding Computation Quarter within the Eligibility Period being consecutively numbered, concluding with Computation Quarter 80.

1.3.4 “Covenant Payment(s)” means those contingent payments to be made by EXHIBIT 2
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the C
ity to the Owner pursuant to Section 3.2 of this Covenant Agreement in consideration of the Covenants and Owner’s performance thereunder.

1.3.5 “Covenant Term” means, a period of twenty (20) years following the Effective Date (unless terminated sooner pursuant to specific provisions of this Covenant Agreement.

1.3.6 “Covenants” means those five (5) covenants described in Section 3.1 herein.

1.3.7 “Eligibility Period” means the period commencing as of the first (1st) day of Computation Quarter 1 and ending the last day of the final Computation Quarter contemplated by the lease of the E-Commerce Distribution Facility, but not less that Computation Quarter 80.

1.3.8 “E-Commerce Distribution Facility” means a 600,000 to 700,000 square foot new build- to-suit facility, or new point of sale in an existing facility, within the City that Owner will lease for at least 15 years with two five (5) year extensions.

1.3.9 “Fiscal Quarter” means one of four 13- week or, if applicable, 14- week quarters in a Fiscal Year, with the first of such quarters beginning on the first day of a Fiscal Year and ending on the Sunday of the 13
th (or 14th, if applicable) week in such quarter.

1.3.10 “Fiscal Year” means Owner’s fiscal year for financial accounting purposes beginning on the Monday following the Sunday nearest January 31 of each year and ending on the Sunday nearest January 31 of the following year.

1.3.11 “Material” means any and all tangible personal property offered for to Owner’s customers/clients distributed through the E -Commerce Distribution Facility which is subject to the Sales Tax Law.

1.3.12 “Owner” means and refers to Home Depot U.S.A., I nc., a Delaware corporation, and its successors and assigns, cumulatively.

1.3.13 “Owner’s Sales Activities ” means all sales of Material conducted electronically on the internet to any person or entity distributed through the E- Commerce Distribution Facility. “Owner’s Sales Activities” also include any of the above-described activities which are conducted by a parent, subsidiary or wholly or partially owned affiliate of Owner, provided that such parent, subsidiary or affiliate did not previously conduct such activities in the City, which is subject to the Sales Tax Law and which generate s Sales Tax Revenues subject to this Agreement.

1.3.14 “Penalty Assessments” means and refers to penalties, assessments, collection costs and other costs, fees or charges resulting from late or underpaid payments of Sales Tax and which are levied, assessed or otherwise collected from Owner.

1.3.15 “Property” means that real property within the City on which the E - Commerce Distribution Facility is located.

EXHIBIT 2
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1.3.16 “Sal
es Tax” means and refers to all sales and use taxes levied under the authority of the Sales Tax Law attributable to the E- Commerce Distribution Facility in City and Owner’s Sales Activities excluding that which is to be refunded to Owner because of an overpayment of such tax.

1.3.17 “Sales Tax Law” means and refers to: (a) The Bradley -Burns Uniform Local Sales and Use Tax Law, codified at California Revenue and Taxation Code Division 2, Part

1.5, and any successor law thereto; (b) any legislation allowing a public agency other than City with jurisdiction in City to levy any form of local Sales Tax on the operations of Owner; and (c) regulations of CDTFA and other binding rulings and interpretations relating to (a) and (b) of this Section 1.3.17 by relevant California State authorities.

1.3.18 “Sales Tax Revenues” means the net Sales Tax actually received by the City from the CDTFA pursuant to the application of the Sales Tax Law (as such statutes may hereafter be amended, substituted, replaced, re- numbered, moved or modified by any successor law) attributable to the E-Commerce Distribution Facility in City in a particular Computation Quarter. Sales Tax Revenues shall not include: (i) Penalty Assessments; (ii) any Sales Tax levied by, collected for or allocated to the State of California, the County of San Joaquin, or a district or any entity (including an allocation to a statewide or countywide pool); (iii) any administrative fee charged by the CDTFA ; (iv) any Sales Tax subject to any sharing, rebate, offset or other charge imposed pursuant to any applicable provision of federal, state or local (except City’s) law, rule or regulation; (v) any Sales Tax attributable to any transaction not consummated within the Eligibility Period; or (vi) any Sales Tax (or other funds measured by Sales Tax) required by the State of California to be paid over to another public entity (including the State) or set aside and/or pledged to a specific use other than for deposit into or payment from the City’s general fund.

ARTICLE 2. ADDITIONAL RECITALS

2.1 The previously stated Recitals are incorporated herein and made a part hereof as though fully set forth.

2.2 The City has determined that the operation of the E-Commerce Distribution Facility will result in substantial benefits to the City, and its citizens including, without limitation, the creation of significant new numbers of employment opportunities, sales tax revenues and other ancillary benefits. Accordingly, the City has also determined that its entry into this Covenant Agreement and the performance of the Covenants by Owner serve a significant public purpose, while providing only incidental benefits to a private party.

ARTICLE 3. COVENANTS RUNNING WITH THE LAND; COVENANT PAYMENTS; REMEDIES FOR BREACH.

3.1 Covenants Running with the Land.

3.1.1 Operating and Use Covenant. Owner covenants and agrees that for the Covenant Term Owner shall operate, or cause to be operated upon the Property, the E-Commerce Distribution Facility in City, consistent with all applicable provisions of federal, state and local laws and regulations. Owner will operate its business at the E -Commerce Distribution Facility in a commercially reasonable manner. For the term of this Operating Covenant, the Owner may use EXHIBIT 2
832
the P
roperty for the purposes of the operation of the E -Commerce Distribution Facility or comparable function, with the intent, but subject to Owner’s exercise of its business judgement to modify operations from time to time and otherwise conducting Owner’s Sales Activities in accordance with this Covenant Agreement.

3.1.2 Covenant to Designate City as Point of Sale. Owner covenants and agrees that, for the term of the Operating and Use Covenant as described in Section 3.1.1, Owner shall maintain such licenses and permits as may be required by any governmental agency to conduct Owner’s Sales Activities related to the E -Commerce Distribution Facility and shall consummate at the E -Commerce Distribution Facility all taxable sales transactions resulting from Owner’s Sales Activities and identify the City as such in all reports to the CDTFA in accordance with the Bradley-Burns Uniform Local Sales and Use Tax Law (Revenue and Taxation Code 7200, et seq.), as it may be amended or substituted. Owner shall designate City as a point of sale for Owner’s products sold, including but limited to, through an internet website or phone sales which are designated within California at the E -Commerce Distribution Facility in the City. Owner shall maintain the appropriate master sales permits applicable to and required for the operation of the E-Commerce Distribution Facility. The Owner shall consummate all taxable sales transactions for Owner’s Sales Activities at the E -Commerce Distribution Facility, consistent with all applicable statutory and CDTFA regulatory requirements applicable to Owner’s Sales Activities and the designation of the City as the “point of sale” for all Owner’s taxable sales occurring as a result of Owner’s Sales Activities.

3.1.3 Economic Subsidy Reporting Obligations . Ow
ner covenants and agrees
that for the term of the Operating Use Covenant, Owner shall assist City by providing upon reasonable written request of City, the requisite information relevant to Owner’s operation of the E-Commerce Distribution Facility, required by California Government Code section 53083.1.

3.1.4 Covenant With Respect to Other Owner Agreements. Cit y understands,
acknowledges and agrees that Owner has established and may establish other distribution centers outside the City (“Additional Offices”). Nothing in this Covenant Agreement limits Owner’s right to conduct sales and other business and operations at or from the Additional Offices, but City makes no representations or warranties with respect to Owner’s operations with respect to Additional Offices.

3.2 Covenant Payments.

3.2.1 Statement of Intent. The consideration to be paid to the Owner in exchange for the Covenants and Owner’s performance of its obligations set forth in this Covenant Agreement, and subject to satisfaction of all conditions precedent thereto, shall consist of City’s payment to the Owner for each Computation Quarter during the Eligibility Period that the City receives Sales Tax Revenue, an amount equal to the sum of fifty percent (50%) of the Sales Tax Revenues attributable to annual taxable sales at the E-Commerce Distribution Facility received by the City (“Covenant Payment”). The City’s obligations under this Section 3.2 are contingent on a Computation Quarter-to-Quarter basis and, for each Computation Quarter, City’s obligations to make any payments hereunder are expressly contingent upon the Owner having, for the entirety of such Computation Quarter, completely fulfilled its material obligations under this Covenant Agreement, including, without limitation, the Covenants. Should such condition precedent not be EXHIBIT 2
833
sat
isfied for each Computation Quarter, then City shall have no obligation under this Section 3.2 to make any Covenant Payments to Owner in such Computation Quarter.

3.2.2 Computation Quarter Covenant Payments. Within thirty (30) days following the end of each Computation Quarter, at the City’s written request, Owner shall submit to City copies of its quarterly reports to the CDTFA for the applicable Computation Quarter arising from Owner’s Sales Activities conducted at the E-Commerce Distribution Facility . Within one hundred thirty-five (135) days following the end of each Computation Quarter, City shall pay to Owner any Computation Quarter Covenant Payment due for such Computation Quarter.

3.2.3 No Carry Forward or Back. The determination of the Covenant Payment(s) shall be determined and calculated on a Computation Quarter to Computation Quarter basis. Except as provided in Section 3.2.4, no Sales Tax Revenue which is generated in a Computation Quarter other than the Computation Quarter for which the Covenant Payment is being determined shall be used or considered in the calculation of any Covenant Payment which may be due for that Computation Quarter.

3.2.4 CDTFA Determination of Improperly Allocated Local Sales Tax Revenues. If, at any time during or after the Eligibility Period of this Covenant Agreement, the CDTFA determines that all or any portion of the Sales Tax Revenues received by the City were improperly allocated and/or paid to the City, and if the CDTFA requires repayment of, offsets against future sales tax payments, or otherwise recaptures from the City those improperly allocated and/or paid Sales Tax Revenues, then Owner shall, within sixty (60) calendar days after written demand from the City, repay all Covenant Payments (or applicable portions thereof) theretofore paid to Owner which are attributable to such repaid, offset or recaptured Sales Tax Revenues. If Owner fails to make such repayment within sixty (60) calendar days after the City’s written demand, then Owner shall be in breach of this Covenant Agreement and such obligation shall accrue interest from the date of the City’s original written demand at the then-maximum legal rate imposed by the California Code of Civil Procedure on prejudgment monetary obligations, compounded monthly, until paid. Additionally, the City may deduct any amount required to be repaid by Owner under this Section 3.2.4 from any future Covenant Payments otherwise payable to Owner under this Covenant Agreement.

3.2.5 Not a Pledge of Sales Tax. Owner acknowledges that the City is not making a pledge of Sales Tax Revenues, or any other particular source of funds; the definition of Sales Tax Revenues, as used herein, is used merely as a measure of the amount of the payment due hereunder and as means of computing the City’s payment in consideration for the Covenants.

It is acknowledged by Owner that, as to each Computation Quarter, the City’s obligation to make payments is specifically contingent upon receipt by the City of the Sales Tax Revenues d erived from the operation of the E-Commerce Distribution Facility for such Computation Quarter.

3.3 Default.

3.3.1 Owner Default. City shall provide Owner with written notice of Owner’s failure (“Owner Default”) to comply with any material provision of this Covenant Agreement, including, without limitation, the Covenants. Owner shall have thirty (30) days from the date of such notice to either cure such Owner Default, or, if such Owner Default cannot be reasonably EXHIBIT 2
834
cure
d during such thirty (30) day period, to commence to cure within said thirty (30) day period and diligently prosecute such cure to completion thereafter.

3.3.2 City Default. Owner shall provide City with written notice of City’s failure (“City Default”) to strictly abide by any material provision of this Covenant Agreement. City shall have thirty (30) days from the date of such notice to either cure such City Default, or, if such City Default cannot be reasonably cured during such thirty (30) day period, to commence to cure within said thirty (30) day period and diligently prosecute such cure to completion thereafter. If Owner intends to terminate this Agreemen t as a result of an uncured City Default, it shall provide City thirty (30) days’ written notice.

3.4 General Remedies for Default. Upon either a City or an uncured Owner Default, after expiration of all applicable notice and cure periods, Owner or City (as applicable) shall have the right to seek all available legal and equitable remedies, unless otherwise expressly provided to the contrary herein. Notwithstanding anything in this Covenant Agreement to the contrary, (a) neither Party shall be liable to the other Party for consequential damages and (b) in no event shall the City have the right of specific performance or other mandatory injunctive relief to compel the Owner to operate the E -Commerce Distribution Facility. Unless prohibited by law or otherwise provided by a specific term of this Covenant Agreement, the rights and remedies of the City and the Owner under this Covenant Agreement are nonexclusive and all remedies hereunder may be exercised individually or cumulatively, and either Party may simultaneously pursue inconsistent and/or alternative remedies. Either Party may, upon the default of the other Party, after expiration of all applicable notice and cure periods, and in addition to pursuing all remedies otherwise available to it, terminate this Covenant Agreement and all of its obligations hereunder without cost, expense or liability to itself.

3.5 The City’s Rights to Terminate its Obligations under Section 3. 2. The City’s obligations under Section 3.2 shall automatically terminate without cost, expense, or liability to City, upon the occurrence of any one or more of the following: (i) Owner Default, as to which any applicable notice and cure period provided for herein has expired; (ii) the end of the Eligibility Period; or (iii) upon the final determination by a court of competent jurisdiction that any one or more of the Covenants are void, voidable, invalid, or even unenforceable for any reason whatsoever, including, without limitation, legal infirmity. Except to the extent provided herein, upon termination of the City’s obligations under this Agreement, the Parties shall have no further liabilities or obligations under this Agreement.

3.6 Owner Termination. Notwithstanding any other provisions of this Agreement, Owner may, at its option, upon written notice to City, terminate this Agreement and/ or relocate the E-Commerce Distribution Facility to any other city or county in California or elsewhere and reallocate Owner’s Sales Activities accordingly and in conformance with applicable Sales Tax Law. Owner shall provide at least thirty (30) days’ written notice to the City prior to termination.

Except to the extent provide herein, upon termination of the Owner’s obligations under this Agreement, the Parties shall have no further liabilities or obligations under this Agreement.

ARTICLE 4. GENERAL TERMS
EXHIBIT 2
835

4.1 Ta
x Consequences . Owner acknowledges that it may experience tax consequences as a result of its receipt of the payments provided for in this Covenant Agreement and agrees that it shall bear any and all responsibility, liability, costs, and expenses connected in any way therewith.

4.2 Rights Not Granted Under Covenant Agreement. This Covenant Agreement is not, and shall not be construed to be, a Development Agreement under Government Code Section 65864 et seq., or a disposition and development agreement under Health and Safety Code Section 33000 et seq. This Covenant Agreement is not, and shall not be construed to be, an approval or an agreement to issue permits or a granting of any right or entitlement by the City concerning the E-Commerce Distribution Facility, Owner’s Sales Activities or any other project, development, or construction by the Owner in the City. This Covenant Agreement does not, and shall not be construed to, exempt Owner from the application and/or exercise of the City’s or City’s power of eminent domain or its police power, including, but not limited to, the regulation of land uses and the taking of any actions necessary to protect the health, safety, and welfare of its citizenry.

4.3 Consent Whenever consent or approval of any party is required under this Covenant Agreement, that party shall not unreasonably withhold, delay or condition such consent or approval unless otherwise allowed by a specific provision of this Covenant Agreement.

4.4 Notices and Demands. All notices or other communications required or permitted between the City and Owner under this Covenant Agreement shall be in writing, and may be (i) personally delivered, (ii) sent by United States registered or certified mail, postage prepaid, return receipt requested, ( iii) sent by nationally recognized overnight courier service (e.g., Federal Express), or (iv) sent by email to the intended addressee at the addresses provided in Article 1, subject to the right of either party to de signate a different address for itself by notice similarly given. Any notice so given by registered or certified United States mail shall be deemed to have been given on the second business day after the same is deposited in the United States mail. Any notice not so given by registered or certified mail, such as notices delivered by courier service (e.g., Federal Express), shall be deemed given upon receipt of the same by the party to whom the notice is given. Any notice given by email shall be deemed given as of the date of the email transmittal, provided that an original of such email is also sent to the intended addressee by means described in (iii) above and provided also that delivery after 5:00pm Eastern Time on a business day, or on a day that is not a business day, shall be deemed delivered on the following business day.

4.5 Nonliability of the City or City Officials and Employees . No board member, official, contractor, consultant, attorney or employee of the City or City shall be personally liable to Owner, any voluntary or involuntary successors or assignees, or any lender or other party holding an interest in the Property, in the event of any default or breach by the City, or for any amount which may become due to the Owner or to its successors or assignees, or on any obligations arising under this Covenant Agreement.

4.6 Conflict of Interests. No board member, official, contractor, consultant, attorney or employee of the City or City shall have any personal interest, direct or indirect, in this Covenant Agreement nor shall any such board member, official or employee participate in any decision EXHIBIT 2
836
rel
ating to this Covenant Agreement which affects his/her personal interests or the interests of any corporation, partnership or association in which he/she is directly or indirectly interested.

4.7 Pledge or Hypothecation of Covenant Payments. Owner may assign any Covenant Payment(s) due in accordance with the terms of this Covenant Agreement (but not any other right or obligation of this Covenant Agreement) upon thirty (30) days’ prior written notice to City as collateral for any loan or fina ncing obtained by the Owner in connection with the E - Commerce Distribution Facility; provided that nothing in this Section 4.7 shall be deemed to limit the operation of Section 4.16. Without limiting the general applicability of the foregoing, Owner acknowledges that Owner’s lender and any transferee of Owner’s lender shall be subject to the transfer restrictions of Section 4.16.

4.8 Entire Agreement; Disclosure. This Covenant Agreement contains all of the terms and conditions agreed upon by the Parties and supersedes any previous agreements between the Parties concerning the subject matter of this Covenant Agreement. No other understanding, oral or otherwise, regarding the subject matter of this Covenant Agreement shall be deemed to exist or to bind any of the parties hereto. All prior written or oral offers, counteroffers, memoranda of understanding, proposals and the like are superseded by this Covenant Agreement. The terms and existence of this Agreement will not be publicized or made public beyond what is required by applicable Federal and State law, including but not limited to City approval of this Agreement and the California Public Records Act (Gov. Code § 6250, et seq.).

The Parties acknowledge that this Covenant Agreement is the product of mutual arms - length negotiations and that each party has been, or has had the opportunity to have been, represented by legal counsel in the negotiation and drafting of this Covenant Agre ement.

Accordingly, the rule of judicial construction which provides that ambiguities in a document are to be construed against the drafter of that document shall have no application to the interpretation or enforcement of this Covenant Agreement. In any action or proceeding to interpret and/or enforce this Covenant Agreement, the trier of fact may refer to extrinsic evidence not in conflict with any specific provision of this Covenant Agreement to ascertain and give effect to the intent of the Parties hereto.

4.9 Time Deadlines Critical; Extensions and Delays; No Excuse Due to Economic Changes. Time is of the essence in the performance of the City’s and Owner’s obligations under this Covenant Agreement. In addition to specific provisions of this Covenant Agreement providing for extensions of time, times for performance hereunder shall be extended where delays or defaults are due to war; insurrection; any form of labor dispute; lockouts; riots; floods; earthquakes; fires; acts of God or of third parties; third par ty litigation; acts of a public enemy; initiative or referenda; acts of governmental authorities (except that the failure of the City to act as required hereunder shall not excuse its performance); moratoria; pandemics; epidemics; quarantine restrictions; material and/or labor shortages; and freight embargoes (collectively, “Enforced Delays”) provided, however, that the Party claiming the extension notify the other Party of the nature of the matter causing the default; and, provided further, that the extension of time shall be only for the period of the Enforced Delays. However, deadlines for performance may not be extended as provided above due to any inability of the Owner to obtain or maintain acceptable financing for the operation of the E-Commerce Distribution Facility.

EXHIBIT 2
837

4.10 At
torneys’ Fees. In the event of the bringing of an arbitration, action or suit by a Party hereto against another Party hereunder by reason of any breach of any of the covenants or agreements or any intentional inaccuracies in any of the representations and warranties on the part of the other Party arising out of this Covenant Agreement or any other dispute between the Parties concerning this Covenant Agreement or the Property, then, in that event, each party shall be responsible for its own costs at the outset of any arbitration, action or suit between the Parties .

Any judgment, order or award entered in any final judgment or award in favor of one Party shall contain a specific provision providing for the recovery of all costs and expenses of suit or claim, including actual attorneys’ fees (collectively, the “Costs”) incurred in enforcing, perfecting and executing such judgment or award. For the purposes of this Section 4.10, “Costs” shall include, without implied limitation, attorneys’ and experts’ fees, costs and expenses incurred in the following: (i) post judgment motions and appeals, (ii) contempt proceedings, (iii) garnishment, levy and debtor and third party examination, (iv) discovery; and (v) bankruptcy litigation. This Section 4.10 shall survive any termination of this Covenant Agreement.

4.11 Amendments to This Covenant Agreement. Any amendments to this Covenant Agreement must be in writing and signed by the appropriate authorities of both the City and Owner. The City Manager is authorized on behalf of the City to approve and execute minor amendments to this Covenant Agreement, including, but not limited to, the granting of extensions of time to Owner, not to exceed ninety (90) days in the aggregate.

4.12 Jurisdiction and Venue. Any legal action or proceeding concerning this Covenant Agreement shall be filed and prosecuted in the appropriate California state court in San Joaquin County, California. Both Parties hereto irrevocably consents to the personal jurisdiction of that court. The City and Owner each hereby expressly waive the benefit of any provision of federal or state law or judicial decision providing for the filing, removal, or change of venue to any other court or jurisdiction, including, without implied limitation, federal district court, due to any diversity of citizenship between the City and Owner, due to the fact that the City is a party to such action or proceeding or due to the fact that a federal question or federal right is involved or alleged to be involved. Without limiting the generality of the foregoing, the City and Owner specifically waive any rights provided to it pursuant to California Code of Civil Procedure Section 394.

4.13 Interpretation. The City and Owner acknowledge that this Covenant Agreement is the product of mutual arms -length negotiation and drafting and that both Parties have been represented by legal counsel in the negotiation and drafting of this Covenant Agreement.

Accordingly, the rule of construction which provides that ambiguities in a document shall be construed against the drafter of that document shall have no application to the interpretation and enforcement of this Covenant Agreement. In any action or proceeding to interpret or enforce this Covenant Agreement, the finder of fact may refer to any extrinsic evidence not in direct conflict with any specific provision of this Covenant Agreement to determine and give effect to the intention of the Parties. The headings of this Agreement are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof.

4.14 Counterpart Originals; Integration. This Covenant Agreement may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. This Covenant Agreement and any exhibits represent the entire understanding of the Parties and supersedes all negotiations, letters of intent, memoranda EXHIBIT 2
838
of under
standing or previous agreements between the parties with respect to all or any part of the subject matter hereof.

4.15 No Waiver. Failure to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times.

4.16 Successors and Assigns. The terms, covenants and conditions of this Covenant Agreement shall be binding upon and inure to the benefit of the Parties hereto and their successors and assigns. Owner may not assign, transfer, encumber or hypothecate its rights or obligations under this Covenant Agreement to any person or entity, without the written consent of City, which may not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Owner shall have the right to assign this Covenant Agreement or any right or obligation hereunder to its immediate or ultimate parent, or to an affiliate, by providing advance written notice to City. An “affiliate” shall mean any legal entity that, at the applicable time, directly or indirectly controls, is controlled with or by, or is under common control with, Owner. Upon the permitted sale, transfer or conveyance by Owner of its interest therein, such owner shall thereupon be relieved of its obligations under this Covenant Agreement from and after the date of sale, transfer or conveyance except with respect to any defaults in the performance of its obligations hereunder or thereunder which occurred prior to such sale, transfer or conveyance, and the transferee shall thereafter be solely responsible for the performance of all of the duties and obligations of Owner under this Covenant Agreement.

4.17 No Third Party Beneficiaries. The performance of the respective obligations of the City and Owner under this Covenant Agreement are not intended to benefit any party other than the City or Owner, except as expressly provided otherwise herein. No person or entity not a signatory to this Covenant Agreement shall have any rights or causes of action against any party to this Covenant Agreement as a result of that party’s performance or non-performance under this Covenant Agreement, except as expressly provided otherwise herein.

4.18 No Effect on Eminent Domain Authority. Nothing in this Covenant Agreement shall be deemed to limit, modify, or abridge or affect in any manner whatsoever the City’s or City’s eminent domain powers with respect to the E- Commerce Distribution Facility , or any other property owned by the E-Commerce Distribution Facility.

4.19 Warranty Against Payment of Consideration for Covenant Agreement. Owner warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Covenant Agreement. Third parties, for the purposes of this Section 4.19, shall not include persons to whom fees are paid for professional services if rendered by attorneys, financial consultants, accountants, engineers, architects and the like when such fees are considered necessary by Owner.

4.20 Severability. The City and Owner declare that the provisions of this Covenant Agreement are severable. If it is determined by a court of competent jurisdiction that any term, condition or provision hereof is void, voidable, or unenforceable for any reason whatsoever, t hen EXHIBIT 2
839
such t
erm, condition or provision shall be severed from this Covenant Agreement and the remainder of the Covenant Agreement enforced in accordance with its terms.

4.21 Further Acts and Releases. The City and Owner each agree to take such additional acts and execute such other documents as may be reasonable and necessary in the performance of their obligations hereunder.

4.22 Estoppels. At the request of Owner or any holder of a mortgage or deed of trust secured by all or any portion of the Property, the City shall promptly execute and deliver to Owner or such holder a written statement of the City as to any of the following matters as to which Owner or such holder may inquire: (i) that no default or breach exists, or would exist with the passage of time, or giving of notice, or both, by Owner pursuant to this Covenant Agreement, if such be the case; (ii) the total amount of Covenant Payments made by the City to Owner pursuant to this Covenant Agreement prior to the date of such written statement; (iii) the amount of any Covenant Payments earned by or due and owing to Owner pursuant to this Covenant Agreement as of the date of such written statement; (iv) the Covenant Payments for a particular Computation Quarter; (v) if the City has determined that Owner is in default or breach hereunder, the nature of such default and the action or actions required to be taken by Owner to cure such default or breach; and (vi) any other matter affecting the rights or obligations of Owner hereunder as to which Owner or such holder may reasonably inquire. The form of any estoppel letter shall be prepared by Owner or such holder at its sole cost and expense and shall be reasonably acceptable in form and content to the City and Owner. The City may make any of the representations described above based on the actual current knowledge of the then-current City Manager.

4.23 Indemnity. Owner shall defend ( using counsel of City’s choosing), indemnify and hold harmless the City, its elected officials, officers, employees and agents from and against any and all third party claims, losses, proceedings, damages, causes of action, liability, cost and expense (including reasonable attorney’s fees) arising from, in connection with or related to this Agreement or the functions or operations of the E- Commerce Distribution Facility (other than to the extent arising as a result of the City’s negligence , willful misconduct, or criminal conduct in its activities under this Agreement). The indemnity provided for herein shall have no application when the act of the City is the sole cause of the resultant injury or damage. The City shall fully cooperate in the defense of any such actions and upon written request of Owner shall provide to Owner such documents and records in possession of the City that are relevant to such actions and not otherwise protected by law. Notwithstanding the foregoing, should any third party bring any such action or proceeding Owner shall have the right to terminate this Covenant Agreement, and as of such date of termination, all unaccrued liabilities of the parties under this Agreement shall cease except for Owner’s obligation of indemnity owned to the City as provided in this Section

4.23. 4.24 State of California Legislation Impact on Covenant Payment. Owner acknowledges that the California L egislature has in the past adopted certain legislation which diverted to the State of California a portion of the Sales Tax Revenues which were otherwise payable to the City. Owner acknowledges that it is possible that the legislature may enact similar legislation in the future which would cause a corresponding reduction of and/or delay in the payment of the Sales Tax Revenues and that such reduction will cause Owner a corresponding reduction and/or delay in the payment of the Covenant Payments due to Owne r during such time EXHIBIT 2
840
as s
uch legislation is in effect. Furthermore, Owner acknowledges that it is possible that the legislation described above, or some variant thereof, may be enacted and effective during one or more subsequent times during the Eligibility Period and may materially and negatively impact the amount of Sales Tax Revenues and, accordingly, Covenant Payments. The City does not make any representation, warranty or commitment concerning the future actions of the California legislature with respect to the allocation of Sales Tax Revenues to the City. Owner agrees that it is undertaking its obligations under this Covenant Agreement after having considered, and is expressly assuming the risk of, the possibility of the enactment of such legislation.

The foregoing paragraph notwithstanding, City acknowledges that the California legislature may provide for the payment to City of other revenues for the purpose of offsetting any losses in Sales Tax Revenues resulting from the enactment of legislation of t he type described in the immediately preceding paragraph. City agrees that, should the California legislature provide for such offsetting revenues, then for purposes of this Covenant Agreement and the computation of any Covenant Payments which may become due to Owner hereunder, City will consider any such offsetting revenues which are (i) indexed to Sales Tax and offset the loss of Sales Tax Revenues to the City on a dollar for dollar basis, (ii) actually received by the City, and (iii) not subject to any restrictions on use beyond those which are otherwise generally applicable to sales /
/
/
/
/
/
/
/
/
/
/
/
/
/
/
EXHIBIT 2
841
tax reve
nues received by California municipalities, to be Sales Tax Revenues within the meaning of this Covenant Agreement.

SIGNATURE PAGE TO THE
HOME DEPOT U.S.A., INC.

OPERATING COVENANT AGREEMENT
CI

TY OF STOCKTON,
a C alifornia municipal corporation
By: __________________________________
Harry Black, City Manager
ATTES
T:

CITY CLERK
By:
_____________________________
City Clerk- Eliza Garza
APP
ROVED AS TO FORM:

CITY ATTORNEY
By: ______________________________
City Attorney- Lori Asuncion

SIGNATURE PAGE TO THE
HOME DEPOT U.S.A., INC.

OPERATING COVENANT AGREEMENT
HOME
DEPOT U.S.A., INC.
a Delaware corporation
Dat
ed: By:

Suzanne Russo, Assistant General Counsel
EXHIBIT 2
842
Public Hearing
Approve an Office and Industrial Sales Tax Incentive agreement between the city of Stockton, and Home Depot USA, Inc., and Amend the Office and Industrial Sales Tax IncentiveProgram Guidelines

ECONOMIC DEVELOPMENT DEPARTMENT
CITY COUNCIL MEETING - MARCH 12, 2024
AGENDA ITEM #16.1
843
Background
On June 24, 2014, Council approved the Office and Industrial Sales Tax Incentive Program
• Rebates a percentage of net new sales tax revenue received b
y the City above $250,000 to qualifying businesses
• Creates 10 jobs
• Capital investment of $120-$ 160 million
• Physical presence in Stockton city limits
844
Home Depot USA, Inc.
• E-C ommerce Point of Sale Distribution Center in Stockton for flatbeds and bulk orders for contractors; next day and same delivery.
• Plan to build 600,000 – 700, 000 sq. ft distribution center. • Retaining 80-1 00 jobs, not including seasonal jobs.
• Projected annual taxable sales $50- $ 100 million.
• Sales tax sharing agreement is based on Brady-B urns tax of one percent (1%).
• Will generate new revenue of appr oximately $500,000 - $1 million for the City of Stockton which will be split 50/50.
• No tax sharing will occur from tax received for Measures W and A. • Agreement is for 15 years with an option to extend an additional 10 y
ears.
845
Amend
Program
Guidelines
Amend the Office and Industrial Sales Tax Incentive program guidelines as follows:
• Generate net new annual gross taxable sales of $25 million o
r more
• Generate sales tax to the City corresponding with the gross s
ales tax amount
• Create a minimum of ten full-t ime equivalent jobs
• Make a capital investment within the City of $50,000 or m
ore
• Have a physical presence within Stockton city limits
• Cannot be a current operation or business within the City of St
ockton paying sales tax
• No tax sharing agreement shall include local measure taxes 846
Establishment of a New
Redevelopment Sub-Fund
• Creation o f a sub-fund within the General Fund to spearhead property acquisition and bolster economic activities, with a strategic focus on downtown revitalization.
• The s ub -fund will serve as a dedicated mechanism for tracking and accumulating funds, ensuring transparency and targeted investment in redevelopment projects.
• Influx o f funds from Home Depot's annual sales tax revenue, estimated at $500,000 to $1 million post-rebate, to be directed into the sub-fund, fostering continuous economic growth.
• Annual t ransfer of eligible revenues, including those from the Home Depot agreement, into the sub-fund to ensure a stable financial foundation for downtown enhancement initiatives.
• Integration o f the sub -fund's revenue management into the annual budget process, aligning with the city's long-term strategy for downtown redevelopment and economic sustainability.
847
Recommendations
Adopt a resolution:
• Approving execution of an Office and Industrial Sales Tax In
centive Agreement between the City of Stockton and
Home Depot USA, Inc.
• Amending the Office and Industrial Sales Tax Incentive p
rogram guidelines to support the City in attracting and retaining businesses and to facilitate easier engagement with enterprises.
• Establishing a Redevelopment Unrestricted Sub-f
und within
the General Fund as a mechanism for use in the City’s
redevelopment efforts including acquisition, blight
abatement, demolition, and other actions that support the City’s development.
• Authorizing the City Manager to take necessary and
ap
propriate actions to carry out the purpose and intent of the resolution.
848
City of Stockton
Legislation Text
File #: 23-1010, Version: 1

ADOPT AN ORDINANCE FOR PREZONING AND ADOPT A RESOLUTION AUTHORIZING

ANNEXATION REQUESTS FOR A PROPOSED CONVENIENCE STORE WITH FUELING STATION AND TWO QUICK-SERVE RESTAURANTS AT 3568 ARCH ROAD (APN 181-120-01) (P20-0011)

RECOMMENDATION
It is recommended that the City Council:

1. Find that the proposed project is exempt from CEQA in accordance with the provisions of CEQA Guidelines Section 15183 (Projects); and

2. Adopt an Ordinance for the Prezoning of APN 181-120-01 to Commercial, General (CG); and

3. Adopt a Resolution authorizing the filing of an annexation application with the San Joaquin Local Agency Formation Commission; and

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

Summary
The applicant, Parmeet Dhaliwal, is proposing to develop a new 2,529 square foot (SF) convenience store, 4,422 SF fueling canopy with six fueling stations and 12 parking stalls under an overhead canopy, and two 2,300 SF quick-serve drive-through restaurants, on a 1.54-acre site at the above- noted location, which is currently undeveloped and located within the County of San Joaquin, and herein referred to as the “Project.”
To develop the project, applications were filed for a Planning Commission Use Permit to allow a convenience store with off-sale of beer and wine, a Waiver of certain off-sale alcohol location requirements, a Tentative Parcel Map, Design Review, Prezoning to Commercial, General, and Annexation of the Project site into the Stockton City limits.

The Project is consistent with the 2040 General Plan Land Use Map designation of Commercial applicable to the site. The project also furthers General Plan policies aimed at attracting employment and tax-generating businesses in the City (Policy LU-4.2). All of this is accomplished in a development proposal that is mostly compliant with all applicable development standards within SMC Title 16 (Development Code).

On October 12, 2023, the Planning Commission approved a recommendation of approval to City Council for Prezoning, and conditionally approved the Tentative Parcel Map, Commission Use Permit City of Stockton Printed on 3/7/2024Page 1 of 5
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File #: 23-1010, Version: 1
for convenience store use, Waiver of certain off-sale alcohol location requirements, and Design Review. The Commission’s approvals are contingent on City Council’s approval of the Prezoning request and authorization of filing an Annexation application with the San Joaquin Local Agency Formation Commission (LAFCo).

DISCUSSION
Background
The proposed Project is located at the southeast corner of Arch Road and State Route (SR) 99 Frontage Road / Kingsley Road, just east of SR99 and is presently undeveloped. The parcel (also known as 3568 Arch Road) is presently within the jurisdiction of the County of San Joaquin, but contiguous to Stockton City Limit boundaries. (Attachment A - Location Map and Aerial Photo). The site is bounded to the:
· North by lands under construction and zoned Commercial, General (CG). · South and East by residentially developed lands within the County of San Joaquin. · West by CalTrans right-of-way and commercially developed land zoned CG.

The 2040 General Plan Land Use Map designates the subject site as Commercial (Attachment B - General Plan Map). Because the subject site sits just outside the City limits, there is no current City Zoning designation. Zoning designations for properties located nearby within the adjacent City limits and referenced above are identified in Attachment C - Zoning Map.

Project Description
Parmeet Dhaliwal has applied for all required entitlements to establish a commercial development located at the southeast corner of Arch Road and SR99 Frontage Road / Kingsley Road. 3568 Arch Road (Assessor’s Parcel Number (APN) 181-120-01), a vacant parcel of approximately 1.54 acres, is proposed to be developed with commercial uses. The proposed uses are described below.

The project proposes the construction of a 2,529 square foot (SF) convenience store, a 4,422 SF fueling canopy with six fueling stations, twelve parking stalls under an overhead canopy, and two 2,300 SF quick-serve drive-through restaurants. The site will also have off-street parking spaces, and on-site landscaping and site improvements. Rooftop mechanical units and equipment for each of the proposed buildings will be screened by parapet walls. The Project Plans (Attachment D - Project Plans), illustrate the overall proposed development.

In accordance with Stockton Municipal Code (SMC) Section 16.80.320, the Project complies with all applicable Development Code standards for fueling stations and drive-through restaurants, including the number of driveways and off-street parking spaces, queuing space, landscaping requirements, and minimum separations from pump islands to structures, property lines, and other pump islands.

Convenience stores with off-sale beer and wine sales are allowed in the CG (Commercial, General) zoning districts, subject to securing a Commission Use Permit as specified in SMC Section

16.20.020, Table 2-2.

Additionally, this Project is exempt from the Tobacco Retail Ordinance as this Project was deemed City of Stockton Printed on 3/7/2024Page 2 of 5
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850
File #: 23-1010, Version: 1
complete prior to the effective date of the original ordinance of September 18, 2023.

ANALYSIS
To develop the project, the City Council is asked to Prezone the subject site to Commercial, General (CG) Zone, and authorize the filing of an Annexation application with LAFCo. Each request and analysis are provided below.

Environmental Clearance
The proposed project is Categorically Exempt from the California Environmental Quality Act (CEQA) in accordance with the provisions of CEQA Guidelines Section 15183 (Projects Consistent with a Community Plan), as with approval of a Waiver, the Project is consistent with the applicable general plan designation of CG and all applicable general plan policies.

To qualify for a CEQA 15183 exemption, the following findings must be made:

1. The project is consistent with the development density established by existing zoning, community plan or general plan policies for which an EIR was certified.

The Project is consistent with the General Plan density and implementing zoning as a commercial project that conforms to the anticipated density and adopted development standards in the Municipal Code.

2. There are no project specific effects which are peculiar to the project or its site.

The project is not located in an area with special consideration such as overlay zoning or items particular to the site. It is vacant land adjacent to the City boundary.

3. There are no project specific impacts which the GPU EIR failed to analyze as significant effects.

The adopted General Plan EIR analyzed the site as having a Commercial land use designation, for with the proposed Project is compliant with in relation to anticipated impacts from a commercial project of this size and nature.

4. There are no potentially significant off-site and/or cumulative impacts which the GPU EIR failed to evaluate.

Because the adopted General Plan EIR evaluated the site as being commercially developed in the future, any technical analysis prepared, such as air quality and traffic, etc., evaluated a commercial project at this location built to the maximum potential of the site. The proposed project conforms to the development standards within the Code and does not request a waiver of said standards, therefore there are no potentially significant off-site and/or cumulative impacts of said project.

5. There is no substantial new information which results in more severe impacts than anticipated by the GPU EIR.

City of Stockton Printed on 3/7/2024Page 3 of 5
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File #: 23-1010, Version: 1
No new information has been presented which deviates from the commercial development standards in the Municipal code, or type of development project proposed. Therefore, no new impacts or more severe impacts are anticipated, requiring additional evaluation or an addendum to the adopted General Plan EIR.

Prezoning
Since the project site is presently located within the County of San Joaquin, annexation must occur and be preceded by “Prezoning” it through a Zoning Map Amendment. The project, therefore, includes a request to Prezone the site to Commercial, General (CG) Zone (Exhibit 1 to the Prezoning Ordinance).

The 2040 General Plan Land Use Map designates the project site as Commercial. Pursuant to Table 2-1 (General Plan Relationship to Development Code) of the General Plan, the CG Zone is compatible with the General Plan Land Use Map designation of Commercial. As reflected in the Proposed Resolution, all necessary findings can be made to support the proposed Prezoning action.

Upon approval of the Annexation by (LAFCo), the Zoning Map Amendment would become effective and applicable.

Annexation
As the project site is presently located within the jurisdiction of San Joaquin County, the applicant has requested annexation of the project site into the City of Stockton city limits. Pursuant to SMC Section

16.212.050(C)(1), the City Council is the Review Authority for annexation requests upon recommendation from the Development Review Committee (DRC).

The project site is located within the City’s Sphere of Influence and is identified in the 10-year Planning Horizon of the Municipal Service Review. The area proposed for annexation includes the project area, and adjacent public roadway segments along Arch Road and Kingsley Road (Exhibit 2 to the Annexation Resolution). On January 29, 2024, the DRC forwarded, after considering the proposed Annexation and City Services Plan (Exhibit 1 to the Annexation Resolution), an approval recommendation to the Community Development Director for the annexation request.

If approved by City Council, the City Manager would be authorized to file an annexation application with (LAFCo).

Planning Commission Action
On October 12, 2023, the Stockton Planning Commission held a public hearing to consider the proposed project. At the hearing, the applicant provided a brief presentation after Staff’s presentation.

One member of the public provided comments during the public hearing requesting the applicant to consider healthier fast-food options. There were no written comments provided. The Planning Commission approved (5-0 vote, Jones and Nathaniel absent) the Tentative Parcel Map, Commission Use Permit for convenience store use, Waiver of certain off-sale alcohol location requirements, and Design Review; and approved a recommendation of approval to the City Council for Prezoning of APN 181-120-01, to Commercial, General (CG). A Waiver was required due to the Project’s proximity City of Stockton Printed on 3/7/2024Page 4 of 5
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File #: 23-1010, Version: 1
to other off-sale establishments; however, the Planning Commission was able to make all findings to support approval of the Waiver.

The Commission’s approvals are contingent on City Council’s approval of the Prezoning request and authorization of filing an Annexation application with the San Joaquin Local Agency Formation Commission (Attachment E - Planning Commission Resolutions). Construction of the Project is contingent on City Council and LAFCo approval, and subsequent building permit issuance through the Community Development Department.

Public Notice
In preparation for the March 12, 2024 City Council public hearing, on March 2, 2024, a notice for the City Council public hearing for this request was published in The Record and mailed notices were sent to all property owners within a 300-foot radius, interested parties, and local agencies, at least 10 days prior. As of the date of this writing, no public comments have been received.

FINANCIAL SUMMARY
All application fees were paid to cover staff time for processing the requested actions. According to the City Services Plan, the proposed project will result in a positive effect on the City to cover expenses associated with new or expanded public facilities and services as a result of the collection of one-time utility connection and Public Facilities Fees (PFF). Other plan check and permit fees will be generated based on construction valuation.

Attachment A - Location Map and Aerial Photo
Attachment B - Zoning Map
Attachment C - General Plan Land Use Map
Attachment D - Project Plans
Attachment E - Planning Commission Resolutions
City of Stockton Printed on 3/7/2024Page 5 of 5
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853
City of Stockton, CA
August 10, 2023Aerial Photo
Property Information
Property ID 18112001-109183
Location 3568 ARCH RD
Owner LGRE

MAP FOR REFERENCE ONLY

NOT A LEGAL DOCUMENT
City of Stockton, CA makes no claims and no warranties, expressed or implied, concerning the validity or accuracy of the GIS data presented on this map.

Geometry updated 05/03/2023
Data updated 05/01/2023
Print map scale is approximate.

Critical layout or measurement
activities should not be done using
this resource.
1" = 263.1711723117138 ft

ATTACHMENT A
854
City of Stockton, CA
August 10, 2023Genera l Plan Map
Property Information
Property ID 18112001-109183
Location 3568 ARCH RD
Owner LGRE

MAP FOR REFERENCE ONLY

NOT A LEGAL DOCUMENT
City of Stockton, CA makes no claims and no warranties, expressed or implied, concerning the validity or accuracy of the GIS data presented on this map.

Geometry updated 05/03/2023
Data updated 05/01/2023
Print map scale is approximate.

Critical layout or measurement
activities should not be done using
this resource.
1" = 263.1711723117138 ft

ATTACHMENT B
855
Map Theme Legends
General Plan Map
City of Stockton GIS data

ECONOMIC AND EDUCATION ENTERPRISE

RESIDENTIAL ESTATE

LOW DENSITY RESIDENTIAL

MEDIUM DENSITY RESIDENTIAL

HIGH DENSITY RESIDENTIAL

ADMINISTRATIVE-PROFESSIONAL

COMMERCIAL

INDUSTRIAL

INSTITUTIONAL

OPEN SPACE/ AGRICULTURE

PARKS AND RECREATION

MIXED USE

RIGHT OF W AY

ATTACHMENT B
856
City of Stockton, CA
August 10, 2023Zoning Map
Property Information
Property ID 18112001-109183
Location 3568 ARCH RD
Owner LGRE

MAP FOR REFERENCE ONLY

NOT A LEGAL DOCUMENT
City of Stockton, CA makes no claims and no warranties, expressed or implied, concerning the validity or accuracy of the GIS data presented on this map.

Geometry updated 05/03/2023
Data updated 05/01/2023
Print map scale is approximate.

Critical layout or measurement
activities should not be done using
this resource.
1" = 263.1711723117138 ft

ATTACHMENT C
857
Map Theme Legends
Zoning
City of Stockton, CA Zoning Data

COMMERCIAL AUTO DISTRICT (CA)

DOWNTOWN COMMERCIAL (CD)

GENERAL COMMERCIAL (CG)

LARGE SCALE COMMERCIAL (CL)

NEIGHBORHOOD COMMERCIAL (CN)

OFFICE COMMERCIAL(CO)

GENERAL INDUSTRIAL(IG)

LIMITED INDUSTRIAL (IL)

PORT (PT)

LOW DENSITY RESIDENTIAL (RL/P)

MEDIUM DENSITY RESIDENTIAL (RM/P)

HIGH DENSITY RESIDENTIAL (RH/P)

MIXED USE (MX)

OPEN SPACE (OS)

PUBLIC FACILITIES (PF)

UNIVERSITY/COLLEGE (UC)

RIGHT OF W AY (ROW)

ATTACHMENT C
858
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ATTACHMENT D
859
NO

PARKING
NO

PARKING

KINGSLEY ROAD

ARCH ROAD
NO

PARKING
NO

PARKING EV CHARGING
ONLY

COMPACT

COMPACTCOMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT

COMPACT

COMPACT

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

COMPACT
NO

PARKING
NO

PARKING

KINGSLEY ROAD

ARCH ROA
D
NO

PARKING
NO

PARKING EV CHARGING
ONLY

COMPACT

COMPACTCOMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT

COMPACT

COMPACT

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

COMPACT
1 LANDSCAPE PLAN
LA1

VICINITY MAP

PROJECT SITE
APN #181-120-01

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215
M I Architects, Inc.

PLANTING NOTES

PLANTING LEGEND
Landscape Architecture
Urban Design
200 Clock Tower Place
Tel 650 326 6100
a s s o c i a t e s
[email protected]
Ciardella Suite D100-A
Carmel, CA 93923
Tel 831 624 6100
2 PARKING LOT SHADING

ATTACHMENT D
860
3568
A2.1

B WEST ELEVATION

D SOUTH ELEVATION

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

A NORTH ELEVATION

C EAST ELEVATION

COLOR & MATERIAL NOTES
x
x
x
x
x
x
x
x

ATTACHMENT D
861
TENANT
A2.2

B NORTH ELEVATION

D EAST ELEVATION

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

A WEST ELEVATION

C SOUTH ELEVATION

COLOR & MATERIAL NOTES
x
x
x
x
x
x
x
x

ATTACHMENT D
862
TENANT
A2.3

B NORTH ELEVATION

D EAST ELEVATION

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

A WEST ELEVATION

C SOUTH ELEVATION

COLOR & MATERIAL NOTES
x
x
x
x
x
x
x
x

ATTACHMENT D
863




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ATTACHMENT D
864

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

CONVENIENCE STORE SOUTH ELEVATION

CONVENIENCE STORE NORTH ELEVATION

CONVENIENCE STORE WEST ELEVATION CONVENIENCE STORE EAST ELEVATION

ATTACHMENT D
865

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

VIEW FROM ARCH ROAD

ATTACHMENT D
866

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

VIEW FROM KINGSLEY ROAD

ATTACHMENT D
867

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

VIEW FROM ARCH ROAD and KINGSLEY ROAD CORNER

ATTACHMENT D
868

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

FUEL CANOPY WEST ELEVATION

FUEL CANOPY NORTH ELEVATION

ATTACHMENT D
869

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

QSR-1 EAST ELEVATION
QSR-1 WEST ELEVATION
QSR-1 NORTH ELEVATION QSR-1 SOUTH ELEVATION

ATTACHMENT D
870

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

VIEW FROM ARCH ROAD - QSR 1 & 2

ATTACHMENT D
871

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

QSR-2 EAST ELEVATION
QSR-2 WEST ELEVATION
QSR-2 NORTH ELEVATION QSR-2 SOUTH ELEVATION

ATTACHMENT D
872
Attachment E
873
Attachment E
874
EXHIBIT 1
ORDINANCE NO.

AN ORDINANCE AMENDING TITLE 16 OF THE STOCKTON MUNICIPAL CODE RELATED TO THE “ZONING MAP,” IN SE CTION 16.16.030 OF THE STOCKTON

MUNICIPAL CODE, TO PREZONE A PROPERTY TO COMMERCIAL GENERAL (CG) LOCATED AT THE SOUTHEAST CORNER OF ARCH ROAD AND 99 FRONTAGE ROAD/KINGLSEY ROAD AT ASSESSOR’S PARCEL NUMBER 181-120-01 (APPLICATION NO. P20-0011)

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

SECTION 1. FINDINGS AND INTENT
The City Council of the City of Stockton finds, pursuant to SMC Section 16.116.050(B), that:

A. The proposed Pre-zone action ensures and maintains internal consistency with the general land uses, objectives, policies, programs, and actions of all elements of the General Plan on balance. The 2040 General Plan Land Use Map designates the subject site Commercial. Pursuant to Table 2-1 (General Plan Relationship to Development Code) of the General Plan, the CG Zone is compatible with the Commercial General Plan Land Use Map designation of Commercial.

B. The proposed Pre-zone action would not create any inconsistencies with SMC Title 16 (Development Code) since it per tains to the Zoning Map only. The text of the Development Code would remain unchanged under this action.

C. The proposed Pre-zone action would further the following General Plan policies:
i. Goal LU-4: Attract and retain companies that offer high-quality jobs with wages that are competitive with the region and state.
ii. Policy LU-4.2: Attract employment- and tax-generating businesses that support the economic diversity of the city.
iii. Policy LU-6.2: Prioritize development a nd redevelopment of vacant, underutilized, and blighted infill areas.

D. The proposed Prezone action will not endanger, jeopardize, or otherwise Attachment E
875
EXHIBIT 1
constitute a hazard to the public convenience, health, interest, safety or general welfare of persons residing or working in the City because the CG Zone designation will, as noted above, be compatible with General Plan Land Use Map designation applicable to the site.

E. The proposed Pre-zone ac tion complies with the California Environmental Quality Act (CEQA) and the City’s CEQA Guidelines, because the proposed project is Categorically Exempt from the California Environmental Quality Act (CEQA) under CEQA Guidelines, in accordance with the provisi ons of Section 15332 (In-Fill Development Projects) as the Project is a) consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations. (b) The proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses. (c) The project site has no value as habitat for endangered, rare or thre atened species. (d) Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality. No significant environmental effects would result from either the Pre-zone action or other related actions constituting the project.

F. Based on the information provided, the subject site would be physically suitable (including access, provision of utilities, compatibility with adjoining land uses, and absence of physical constraints) for the requested zoning designation and anticipated land use development.

SECTION II. PREZONE CLASSIFICATION
G. That the Zoning Map, particularly referred to in SMC Section 16.16.030, and by reference made a part hereof, said Code is hereby amended to provide a Commercial, General (CG) Zone designation for Assessor’s Parcel Number 181-120-01 upon annexation to the City of Stockton.

SECTION III. SEVERABILITY
If any part of this Ordinance is held invalid for any reason, such decision shall not affect the validity of the remaining portion of this Ordinance, and the City Council hereby declares that it would have passed the remainder of this Ordinance, if such invalid portion thereof had been deleted.

SECTION IV. EFFECTIVE DATE
This Ordinance shall take effect and be in full force thirty (30) days after its passage.

ADOPTED:

EFFECTIVE:

Attachment E
876
EXHIBIT 1
________________________
KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

ELIZA R. GARZA
City Clerk of the City of Stockton
Attachment E
877
Attachment E
878
Attachment E
879
Attachment E
880
Attachment E
881
Attachment E
882
Attachment E
883
Attachment E
884
Attachment E
885
Attachment E
886
Attachment E
887
Attachment E
888
Attachment E
889
Attachment E
890
Attachment E
891
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EXHIBIT 1
Attachment E
892
NO

PARKING
NO

PARKING

KINGSLEY ROAD

ARCH ROAD
NO

PARKING
NO

PARKING EV CHARGING
ONLY

COMPACT

COMPACTCOMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT

COMPACT

COMPACT

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

COMPACT
NO

PARKING
NO

PARKING

KINGSLEY ROAD

ARCH ROA
D
NO

PARKING
NO

PARKING EV CHARGING
ONLY

COMPACT

COMPACTCOMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT COMPACT

COMPACT

COMPACT

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

EV CHARGING
ONLY

COMPACT
1 LANDSCAPE PLAN
LA1

VICINITY MAP

PROJECT SITE
APN #181-120-01

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215
M I Architects, Inc.

PLANTING NOTES

PLANTING LEGEND
Landscape Architecture
Urban Design
200 Clock Tower Place
Tel 650 326 6100
a s s o c i a t e s
[email protected]
Ciardella Suite D100-A
Carmel, CA 93923
Tel 831 624 6100
2 PARKING LOT SHADING
EXHIBIT 1
Attachment E
893
3568
A2.1

B WEST ELEVATION

D SOUTH ELEVATION

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

A NORTH ELEVATION

C EAST ELEVATION

COLOR & MATERIAL NOTES
x
x
x
x
x
x
x
x
EXHIBIT 1
Attachment E
894
TENANT
A2.2

B NORTH ELEVATION

D EAST ELEVATION

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

A WEST ELEVATION

C SOUTH ELEVATION

COLOR & MATERIAL NOTES
x
x
x
x
x
x
x
x
EXHIBIT 1
Attachment E
895
TENANT
A2.3

B NORTH ELEVATION

D EAST ELEVATION

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

A WEST ELEVATION

C SOUTH ELEVATION

COLOR & MATERIAL NOTES
x
x
x
x
x
x
x
x
EXHIBIT 1
Attachment E
896




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EXHIBIT 1
Attachment E
897

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

CONVENIENCE STORE SOUTH ELEVATION

CONVENIENCE STORE NORTH ELEVATION

CONVENIENCE STORE WEST ELEVATION CONVENIENCE STORE EAST ELEVATION EXHIBIT 1
Attachment E
898

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

VIEW FROM ARCH ROAD
EXHIBIT 1
Attachment E
899

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

VIEW FROM KINGSLEY ROAD
EXHIBIT 1
Attachment E
900

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

VIEW FROM ARCH ROAD and KINGSLEY ROAD CORNER
EXHIBIT 1
Attachment E
901

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

FUEL CANOPY WEST ELEVATION

FUEL CANOPY NORTH ELEVATION
EXHIBIT 1
Attachment E
902

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

QSR-1 EAST ELEVATION
QSR-1 WEST ELEVATION
QSR-1 NORTH ELEVATION QSR-1 SOUTH ELEVATION
EXHIBIT 1
Attachment E
903

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

VIEW FROM ARCH ROAD - QSR 1 & 2
EXHIBIT 1
Attachment E
904

GAS STATION, CONVENIENCE

STORE & QSR'S
3568 ARCH ROAD
STOCKTON, CA 95215

NOT FOR

CONSTRUCTION
M I Architects, Inc.

QSR-2 EAST ELEVATION
QSR-2 WEST ELEVATION
QSR-2 NORTH ELEVATION QSR-2 SOUTH ELEVATION
EXHIBIT 1
Attachment E
905

ORDINANCE NO.

AN ORDINANCE AMENDING TITLE 16 OF THE STOCKTON MUNICIPAL CODE RELATED TO THE “ZONING MAP,” IN SECTION 16.16.030 OF THE STOCKTON

MUNICIPAL CODE, TO PREZONE A PROPERTY TO COMMERCIAL GENERAL (CG) LOCATED AT THE SOUTHE AST CORNER OF ARCH ROAD AND 99 FRONTAGE ROAD/KINGLSEY ROAD AT ASSESSOR’S PARCEL NUMBER 181-120-01 (APPLICATION NO. P20-0011)

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

SECTION 1. FINDINGS AND INTENT

The City Council of the City of Stockton finds , pursuant to SMC Section 16.116.050(B), that:

A. The proposed Pre-zone action ensures and maintains internal consistency with the general land uses, objectives, policies, programs, and actions of all elements of the General Plan on balance. The 2040 General Plan Land Use Map designates the subject site Commercial. Pursuant to Table 2-1 (General Plan Relationship to Development Code) of the General Plan, the CG Zone is compatible with the Commercial General Plan Land Use Map designation of Commercial.

B. The proposed Pre -zone action would not create any inconsistencies with SMC Title 16 (Development Code) since it pertains to the Zoning Map only. The text of the Development Code would remain unchanged under this action.

C. The proposed Pre -zone action would further the following General Plan policies:

i. Goal LU-4: Attract and retain companies that offer high -quality jobs with wages that are competitive with the region and state.

ii. Policy LU-4.2: Attract employment- and tax-generating businesses that support the economic diversity of the city.

iii. Policy LU-6.2: Prioritize development and redevelopment of vacant, underutilized, and blighted infill areas.

D. The proposed Prezon e action will not endanger, jeopardize, or otherwise constitute a hazard to the public convenience, health, interest, safety or general welfare of persons residing or working in the City because the CG Zone designation will, as noted above, be compatible with General Plan Land Use Map designation applicable to the site. 906

E. The proposed project is Categorically Exempt from the California Environmental Quality Act (CEQA) in accordance with the provisions of CEQA Guidelines Section 15183 (Projects Consistent with a Community Plan), as with approval of a Waiver, the Project is consistent with the applicable general plan designation of CG and all applicable general plan policies.

F. Based on the information provided, t he subject site would be physically suitable (including access, provision of utilities, compatibility with adjoining land uses, and absence of physical constraints) for the requested zoning designation and anticipated land use development.

SECTION II. PREZONE CLASSIFICATION

G. That the Zoning Map, particularly referred to in SMC Section 16.16.030, and by reference made a part hereof, said Code is hereby amended to provide a Commercial, General (CG) Zone designation for Assessor’s Parcel Number 181-120-01 upon annexation to the City of Stockton.

SECTION III. SEVERABILITY

If any part of this Ordinance is held invalid for any reason, such decision shall not affect the validity of the remaining portion of this Ordinance, and the City Council hereby declares that it would have passed the remainder of this Ordinance, if such invalid portion thereof had been deleted.

SECTION IV. EFFECTIVE DATE

This Ordinance shall take effect and be in full force thirty (30) days after its passage.

ADOPTED:

EFFECTIVE:

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

ELIZA R. GARZA
City Clerk of the City of Stockton
907
EXHIBIT 1
908
EXHIBIT 1
909
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION AUTHORIZING THE FILING OF AN APPLICATION WITH THE LOCAL

AGENCY FORMATION COMMISSION FOR THE ANNEXATION OF ASSESSOR'S PARCEL NUMBER 181-120-01, ABUTTING PORTIONS OF ARCH ROAD WITH

RELATED CITY SERVICES PLAN, INCLUDING DETACHMENT FROM THE

MONTEZUMA FIRE DISTRICT

On January 8 , 2020 , the applicant, Parmeet Dhaliwal, submitted a request to, amongst other requests, to annex Assessor ’s Parcel Number (APN) 181-120-01, abutting portions of Arch Road; and

The petition for annexation is for the purposes of obtaining general city services as outlined in the City Services Plan; and

The subject territory will, upon annexation, be able to receive normal City services as required by section 56653 of the Cortese/Knox Local Government Reorganization Act of 1985; and

In accordance with section 56375(a)(7) of the Cortese/Knox Local Government Reorganization Act of 1985 and the policies of the San Joaquin County Local Agency Formation Commission, the City Council has concurrently with this resolution adopted an ordinance to prezone APN 181-120-01 to Commercial, General (CG) Zone; and

The annexation action would also include the applicant’s requested detachment from the Montezuma Fire District. The detachment will be subject to an agreement by the developer to mitigate the district’s loss of property taxes. Future services will be provided by the City of Stockton; and

On October 12, 2023, the Planning Commission held a duly noticed public hearing, pursuant to Stockton Municipal Code (SMC) section 16.116.040(D), to consider the proposed Prezoning, at which all interested parties had the opportunity to be heard; and at said meeting and prior to acting on this request, the Planning Commission considered, and recommended annexation of the parcel into the City of Stockton, prezoning of the parcel to Commercial, General (CG), and approval of a Tentative Parcel Map, Use Permit, Design Review, and Waiver for approval of the Project; and

On February 6, 2023, the City Council held a duly noticed public hearing pursuant to Stockton Municipal Code section 16.216.070, at which time all interested parties had the opportunity to be heard . After consideration of the project, the City Council considered and found no further environmental review is necessary under the California Environmental Quality Act (CEQA) pursuant to section 15183 (Projects Consistent with a Community Plan, General Plan, or Zoning); now, therefore, 910

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

Annexation:

Pursuant to Stockton Municipal Code section 16.216.070(H)(2), the following findings of fact are made to support the annexation request:

a) The subject territory is located within the urban services area of the City, as shown in Exhibit 2: Prezone Map and Legal Description.

b) APN 181-120-01 has been prezoned, as described above.

c) The subject territory is contiguous to the existing City limits, as shown in Exhibit 2: Prezone Map and Legal Description.

d) The proposed annexation does not split a line of assessment and includes a future subdivision map application to ensure property ownership lines align with the City limit boundary established by the annexation. This finding is supported by San Joaquin County Local Formation Agency Commission Policy 10 (Definite and Certain Boundaries) which requires:
(a) all boundaries shall be and certain and conform to lines of assessment or ownership; and (b) acknowledgement by the City of Stockton that the Commission may impose a condition on the annexation requiring the recordation of a parcel map to avoid creating remnants of legal lots.

e) The proposal does not create islands or areas in which it would not be easy to provide City services. The subject territory includes a corner parcel abutting two (2) public roads within the requisite infrastructure (e.g., water, sewer, stormwater) located within or in immediate proximity.

The proposal utilizes said services without creating a feature that may make their delivery difficult to other areas. The Project shall also be required to join the City of Stockton Community Facilities District (CFD) No. 2024-01.

f) The 2040 General Plan Land Use Map designates the subject site as Commercial. Pursuant to Table 2-1 (General Plan Relationship to Development Code) of the General Plan, the CG Zone is compatible with Commercial General Plan Land Use Map designation.

The proposed annexation would further the following General Plan policies:

 Goal LU-4: Attract and retain companies that offer high-quality jobs with wages that are competitive with the region and state.

911
 Policy LU-4.2: Attract employment- and tax-generating businesses that support the economic diversity of the City.

 Policy LU -6.2: Prioritize development and redevelopment of vacant, underutilized, and blighted infill areas.

Consistency of the annexation proposed with these policies is demonstrated through its ability to enable development of a new industrial land use in a vacant and contiguous location to the existing City limits.

Detachment and Rural Fire Agreements

A. The proposal is contiguous to existing County boundaries or other jurisdiction(s) party to the detachment or reorganization;

B. The County Surveyor has determined that the boundaries of the proposal are definite and certain;

C. The proposal does not split lines of assessment or ownership;

D. The proposal does not create islands or areas in which it would be difficult to provide appropriate services;

E. The proposal is consistent with the land uses, objectives, policies, and programs of the General Plan, any applicable specific plan or master development plan, and other adopted goals and policies of the City and other applicable jurisdiction(s); and

1. As referenced above, per SMC 16.216.070(H)(2), all findings of fact can be made to approve the annexation request.

2. The foregoing recitals are true and correct and incorporated here by reference.

3. The proposed project is Categorically Exempt from the California Environmental Quality Act (CEQA) in accordance with the provisions of CEQA Guidelines Section 15183 (Projects Consistent with a Community Plan):

 The project is consistent with the development density established by existing zoning, community plan or general plan policies for which an EIR was certified.

The Project is consistent with the General Plan density and implementing zoning as a commercial project that conforms to the anticipated density and adopted development standards in the Municipal Code.

 There are no project specific effects which are peculiar to the project or its 912
site.

The project is not located in an area with special consideration such as overlay zoning or items particular to the site. It is vacant land adjacent to the City boundary.

 There are no project specific impacts which the GPU EIR failed to analyze as significant effects.

The adopted General Plan EIR analyzed the site as having a Commercial land use designation, for with the proposed Project is compliant with in relation to anticipated impacts from a commercial project of this size and nature.

 There are no potentially significant off-site and/or cumulative impacts which the GPU EIR failed to evaluate.

Because the adopted General Plan EIR evaluated the site as being commercially developed in the future, any technical analysis prepared, such as air quality and traffic, etc., evaluated a commercial project at this location built to the maximum potential of the site. The proposed project conforms to the development standards within the code and does not request a waiver of said standards, therefore there are no potentially si gnificant off -site and/or cumulative impacts of said project.

 There is no substantial new information which results in more severe impacts than anticipated by the GPU EIR.

No new information has been presented which deviates from the commercial developm ent standards in the Municipal code, or type of development project proposed. Therefore, no new impacts or more severe impacts are anticipated, requiring additional evaluation or an addendum to the adopted General Plan EIR.

4. With approval of a Waiver, the Project is consistent with the applicable general plan designation of CG and all applicable general plan policies.

5. The Project is required to join the City of Stockton Community Facilities District No. 2024-01.

6. The City Manager is authorized to file with the San Joaquin County Local Agency Formation Commission, as described in Exhibit 1 (City Services Plan), Exhibit 2 (Prezone Description and Annexation Boundary), Exhibit 3 (Memorandum of Understanding for Annexation), and Exhibit 4 (Draft Detachment Agreement).

7. The San Joaquin County Local Agency Formation Commission is hereby requested to approve the above -noted annexation of territory to the City of Stockton as depicted on Exhibit 2.
913

8. 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 March 12, 2024 .

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

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
914
City of Stockton
Community Development Department
Planning Division
City Services Plan
for the
3568 Arch Road Project
Janu
ary 2024
Pr
epared by
1501 Sports Drive, Suite A, Sacramento, CA 95834
EXHIBIT 1
915
City Services Plan
3568 Arch Road Project
January 2024