Agenda packet — City Council and Concurrent Authorities, March 12, 2024 (part 1 of 5)

City Council/Successor Agency to the
Redevelopment Agency/Public
Financing Authority/Parking Authority
Concurrent
City of Stockton
Meeting Agenda - Final
City Council/Successor
Agency of the
Redevelopment
Agency/Public Financing
Authority/Parking Authority
Concurrent Agenda
Council Chamber, City Hall, 425 N. El Dorado
Street, Stockton CA
3:00 PMTuesday, March 12, 2024

1. CLOSED SESSION CALL TO ORDER/ROLL CALL

2. ADDITIONS TO CLOSED SESSION AGENDA

3. ANNOUNCEMENT OF CLOSED SESSION

3.1 24-0143

CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
Number of Cases: Two
Name of Case: Police Officer Jesus Gonzalez, (Workers’ Compensation Appeals Board Case Nos.

ADJ7726226; ADJ16712192; and ADJ16712191)
Name of Case: Karen Sutherland, et al. v. City of , et al. (United States District Court - Eastern District Case No.
2:21-CV-01855-WBS-AC)
This Closed Session is authorized pursuant to section 54956.9(d)(1) of the Government Code to discuss matters pertaining to existing litigation.

Department:

City Attorney

3.2 24-0144 CONFERENCE WITH LABOR NEGOTIATOR
Recommended Action: Agency Designated Representative: City Manager Harry Black Employee Organizations: Unrepresented Units, Stockton City Employees' Association, Operating Engineer's Local 3, Mid-Management/Supervisory Level Unit, Unrepresented Management/Confidential, Law Department, Stockton Police Management Association, Stockton Firefighters Local 456 International Association of Firefighters, Stockton Fire Management, Stockton Police Officers' Association (SPOA)
This Closed Session is authorized pursuant to section 54957.6(a) of the Government Code.

Department:

City Attorney

3.3 24-0145 PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

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Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final

Recommended Action:

City Manager

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

Department:

City Attorney

3.4 24-0146 PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

Recommended Action: City Clerk

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

Department:

City Attorney

3.5 24-0149 PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

Recommended Action: City Attorney

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

Department:

City Attorney

3.6 24-0147 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Number of Cases: One
The receipt of a claim pursuant to the Government Claims Act or some other written communication from a potential plaintiff threatening litigation, which is available for inspection (54956.9(e)(3)).

Department:

City Attorney

3.7 24-0254 CONFERENCE WITH LEGAL COUNSEL - INITIATION OF

LITIGATION
Number of Cases: Two
Based
on existing facts and circumstances, the Council has decided to initiate or is deciding to initiate litigation pursuant to Government Code section 54956.9(d)(4).

Department: City Attorney

4. CLOSED SESSION PUBLIC COMMENT*

5. RECESS TO CLOSED SESSION

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Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final

6. REGULAR SESSION CALL TO ORDER/ROLL CALL

7. INVOCATION/PLEDGE TO FLAG

8. REPORT OF ACTION TAKEN IN CLOSED SESSION

9. ADDITIONS TO REGULAR SESSION AGENDA***

10. RECOGNITIONS, ANNOUNCEMENTS, OR REPORTS

10.1 24-0252
PROCLAMATION: NATIONAL NUTRITION MONTH - MARCH 2024
Department: Office of the Mayor

10.2 24-0262 PROCLAMATION: PROCUREMENT MONTH - MARCH 2024; PROCUREMENT PROFESSIONALS’ DAY - MARCH 13, 2024
Department: Office of the Mayor

11. PUBLIC COMMENTS* – MATTERS NOT ON THE AGENDA

12. CONSENT AGENDA

12.1 23-0932 AUTHORIZE THE CITY ATTORNEY TO EXECUTE AGREEMENTS

WITH BOND AND DISCLOSURE COUNSEL FIRMS TO ESTABLISH A

POOL FOR THE ISSUANCE OF MUNICIPAL DEBT
Recommended Action:

RECOMMENDATION
It is recommended that the City Council approve a resolution authorizing the City Attorney to execute agreements with seven bond and disclosure counsel firms to establish a vendor pool to issue bonds and other municipal debt instruments for the financing of capital facilities and infrastructure and the refinancing of existing debt issuances.

It is also recommended that the resolution authorize the City Attorney to take appropriate and necessary actions to carry out the purpose and intent of the motion.

Department:

Administrative Services

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Authority Concurrent
Meeting Agenda - Final
Attachment A - Agreement - Jones Hall
Attachment B - Agreement - Orrick, Herrington and Sutcliffe LLP Attachment C - Agreement - Arent Fox Schiff LLP
Attachment D - Agreement - Hawkins Delafield Wood LLP
Attachment E - Agreement - Norton Rose Fulbright US LLP Attachment F - Agreement - Richards, Watson and Gershon Attachment G - Agreement - Stradling Yocca Carlosn and Rauth LLP Proposed Resolution
Attachments:

12.2 24-0135 APPOINTMENT TO THE AVA COMMUNITY ENERGY ADVISORY

COMMITTEE
Recommended Action: RECOMMENDATION
Adopt a resolution appointing Davis Harper to fill a vacancy for the Ava Community Energy Advisory Committee for a two year term commencing immediately ending December 31, 2025
Department:

City Clerk
Attachment A - Redacted Application
Proposed Resolution - AVA Appointment.doc
Attachments:

12.3 24-0189 RATIFY APPOINTMENT TO PLANNING COMMISSION
Recommended Action: RECOMMENDATION
It is recommended that City Council adopt a resolution ratifying an appointment to the Stockton Planning Commission to fill a vacated term representing Council District 1. The partial term will begin upon appointment and end January 31, 2027.

Department:

City Clerk
Attachment A - Redacted Application
Proposed Resolution - PC Appointment
Attachments:

12.4 24-0239 APPROVAL OF CITY COUNCIL MINUTES
Recommended Action: RECOMMENDATION
Approve the minutes from the City Council meetings of December 5, 2023, December 12, 2023, December 19, 2023, and January 23, 2024.

Department: City Clerk
Attachment A – 2023-12-05 Minutes.pdf
Attachment B - 2023-12-12 Minutes .pdf
Attachment C - 2023-12-19 Minutes.pdf
Attachment D - 2024-01-23 Minutes.pdf
Attachments:

12.5 24-0091 ADOPT A RESOLUTION AUTHORIZING CONTRACT AMENDMENT

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NO. 4 WITH SNF POLYDYNE, INC. FOR THE PURCHASE OF

WASTEWATER TREATMENT POLYMER
Recommended Action:

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

1. Approve findings pursuant to Stockton Municipal Code Section

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

2. Authorize the City Manager to execute a two (2) year contract extension with SNF Polydyne, Inc. for a not-to-exceed amount of $6,386,500.

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

Department:

Municipal Utilities
Proposed Resolution
Exhibit 1 - Amendment 4 - SNF Polydyne
Attachments:

12.6 24-0102 AWARD A CONSTRUCTION CONTRACT TO SAK CONSTRUCTION

LLC FOR THE BROOKSIDE SOUTH STORMWATER PUMP STATION

DISCHARGE PIPE REHABILITATION
Recommended Action:

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

1. Approve the filing of Notice of Exemption No. NOE 31-23 under the California Environmental Quality Act (CEQA) for the Brookside South Storm Pump Station Discharge Pipes Rehabilitation, Project No.

US24006 (Exhibit 1 to the Resolution).

2. Approve the project Plans and Specifications for the Brookside South Storm Pump Station Discharge Pipes Rehabilitation, Project No.

US24006.

3. Award a construction contract of $153,555 to SAK Construction LLC, of O'Fallon, MO, for the Brookside South Storm Pump Station Discharge Pipes Rehabilitation, Project No. US24006 (Exhibit 2 to the Resolution).

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

Department:

Municipal Utilities
Proposed Resolution
Exhibit 1 - Notice of Exemption
Exhibit 2 - Construction Contract
Attachments:

12.7 24-0104 ADOPT A RESOLUTION TO AUTHORIZE A CONTRACT

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Meeting Agenda - Final

AMENDMENT WITH SWIFTCOMPLY FOR A STORMWATER

MODULE SOFTWARE LICENSE
Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution to authorize an amendment to the five-year contract with SwiftComply of Pleasanton, California (Exhibit 1 to the Resolution) to incorporate a stormwater module into the Environmental Control Enforcement Software for a total amount not-to-exceed $384,640.

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

Department:

Municipal Utilities
Attachment A - Contract No 424000022
Proposed Resolution
Exhibit 1 - Contract Amendment No 1
Exhibit 2 - Scope of Work Amendment No 1
Attachments:

12.8 24-0181 ADOPT RESOLUTION TO AUTHORIZE THE DIGITAL CAMERA

REPLACEMENT PROJECT
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve Notice of Exemption No. NOE52-23 under the California Environmental Quality Act for the Digital Camera Replacement, Project No. WARP506.

2. Approve the details and specifications for the Digital Camera Replacement, Project No. WARP506.

3. Award a Construction Contract in the amount of $512,365.94 to Convergint Technologies LLC of Stockton, CA, for the Digital Camera Replacement, Project No. WARP506.

4. Approve findings pursuant to Stockton Municipal Code section

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

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

Department:

Public Works

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Meeting Agenda - Final
Attachment A - Digital Camera Locations
Attachment B - Assignment Letter
Proposed Resolution
Exhibit 1 - Notice of Exemption
Exhibit 2 - Construction Contract
Attachments:

12.9 24-0049 ADOPT RESOLUTION TO PURCHASE EQUIPMENT UTILIZED BY

THE PUBLIC WORKS DEPARTMENT
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve findings pursuant to Stockton Municipal Code section

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

2. Approve the use of Cooperative Purchasing Agreements through Sourcewell Contract Nos. 110421-EEC, 110421-ALT, and 040621-PII to provide the City access to preferential pricing of equipment from Elliot Equipment Company, Altec Industries, Inc., and Petersen Industries, Inc.

3. Authorize the City Manager to execute a contract in the amount of $442,625.02 with Elliot Equipment Company through affiliated vendor, Nixon-Egli Equipment Company of Tracy, CA, to purchase one crane truck.

4. Authorize the City Manager to execute a contract in the amount of $176,634.36 with Altec Industries, Inc. of Bakersfield, CA, to purchase one chipper truck.

5. Authorize the City Manager to execute a contract in the amount of $289,615.60 with Petersen Industries, Inc. through affiliated vendor, Municipal Maintenance Equipment, Inc. of Sacramento, CA, to purchase one grapple truck.

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

Department:

Public Works
Attachment A - Vehicle Replacement List
Attachment B - Quote from Nixon-Egli (Crane)
Attachment C - Quote from Altec (Chipper)
Attachment D - Quote from MME (Grapple)
Proposed Resolution
Exhibit 1 - Cooperative Purchase Agreement-Nixon-Egli
Exhibit 2 - Cooperative Purchase Agreement - Altec
Exhibit 3 - Cooperative Purchase Agreement - Petersen
Attachments:

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12.10 24-0068

ADOPT RESOLUTION TO AWARD A PROFESSIONAL SERVICES

CONTRACT AND APPROPRIATE FUNDS FOR THE STREET
RESURFACING ON FEDERAL-AID STREETS FISCAL YEAR 2023-24

PROJECT
Recommended Action:

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

1. Award a Professional Services Contract to CSG Consultants, Inc. of Foster City, CA, in the amount of $398,360, for design of the Street Resurfacing on Federal-Aid Streets Fiscal Year 2023-24, Project No.

WD24028/HIPSTPL-5008(207).

2. Approve findings pursuant to Stockton Municipal Code section

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

3. Appropriate funds in the amount of $221,030 from the Measure K Fund Balance to the Street Resurfacing on Federal-Aid Streets Fiscal Year 2023-24, Project No. WD24028/HIPSTPL-5008(207).

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

Department:

Public Works
Attachment A - Vicinity Map
Proposed Resolution
Exhibit 1 - Professional Services Contract
Attachments:

13. ADMINISTRATIVE MATTERS

14. UNFINISHED BUSINESS

15. NEW BUSINESS

15.1 24-0089
COMMUNITY MEDICAL CENTERS PROJECT UPDATES:

COMMUNITY WELL-BEING CRISIS INTERVENTION PROJECT AND

OPIOID SETTLEMENT AGREEMENTS
Recommended Action:

RECOMMENDATION
Informational only; no action to be taken.

Department: City Manager's Office
PPT - 15.1 - Community Medical Centers Project UpdatesAttachments:

15.2 23-1171 OFFICE OF VIOLENCE PREVENTION ANNUAL UPDATE Recommended Action: RECOMMENDATION
Information only. No action to be taken.

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Department:

City Manager
PPT - 15.2 - OVP Annual UpdateAttachments:

15.3 24-0228 ADOPT A RESOLUTION APPROVING RECOMMENDED

ADJUSTMENTS TO THE AMERICAN RESCUE PLAN ACT

PROGRAMS AND PROJECTS
Recommended Action:

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.

Department:

City Manager
Attachment A - February 2024 ARPA Workshop Materials
Proposed Resolution - 2024 ARPA Adjustments
PPT - 15.3 - 2024 ARPA Recommendations
Attachments:

16. HEARINGS**

16.1 24-0044 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

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Recommended Action:

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.

Department:

Economic Development
Attachment A - Resolution 2014-06-24-1505
Attachment B - Resolution 2014-08-12-1604
Proposed Resolution - THD
Exhibit 1 - OIST Program Guidelines
Exhibit 2 - Agreement THD
PPT - 16.1 - Industrial Sales Tax Incentive
Attachments:

16.2 23-1010 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)
Recommended Action:

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.

Department:

Community Development

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Attachment A - Location Map and Aerial Photo
Attachment B - General Plan Map
Attachment C - Zoning Map
Attachment D - Project Plans
Attachment E - Planning Commission Resolutions
Ordinance - Prezoning
Exhibit 1 - Prezone Description
Proposed Resolution - Annexation
Exhibit 1 - Arch Road City Services Plan
Exhibit 2 - Annexation Map
Exhibit 3 - MOU
Exhibit 4 - Draft Detachment Agreement
PPT - 16.2 - Pre-Zone Annex 3568 Arch Rd
Attachments:

17. CITY MANAGER'S UPDATE

18. COUNCIL COMMENTS

19. ADJOURNMENT

INFORMATIONAL ITEMS

1. 24-0246

COUNCIL COMMITTEE/BOARD AND COMMISSION MINUTES
Recommended Action: RECOMMENDATION
Information item only. No action required.

Department: City Clerk
PC 2023-07-27.pdf
PC 2023-08-10.pdf
PC 2023-08-24.pdf
PC 2023-09-14.pdf
PC 2023-09-21.pdf
PC 2023-09-28.pdf
Attachments:

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CERTIFICATE OF POSTING
I declare, under penalty of perjury, that I am employed by the City of Stockton and that I caused this agenda to be posted in the City Hall notice case on March 7, 2024, in compliance with the Brown Act.

Eliza R. Garza, CMC
City Clerk
By: ________________________________

Deputy

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

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

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

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

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

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

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

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

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

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

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Legislation Text
File #: 24-0252, Version: 1
PROCLAMATION: NATIONAL NUTRITION MONTH - MARCH 2024
City of Stockton Printed on 3/7/2024Page 1 of 1
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15 City of Stockton
Legislation Text
File #: 24-0262, Version: 1
PROCLAMATION: PROCUREMENT MONTH - MARCH 2024; PROCUREMENT PROFESSIONALS’ DAY - MARCH 13, 2024
City of Stockton Printed on 3/7/2024Page 1 of 1
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16 City of Stockton
Legislation Text
File #: 23-0932, Version: 1

AUTHORIZE THE CITY ATTORNEY TO EXECUTE AGREEMENTS WITH BOND AND

DISCLOSURE COUNSEL FIRMS TO ESTABLISH A POOL FOR THE ISSUANCE OF MUNICIPAL DEBT

It is also recommended that the resolution authorize the City Attorney to take appropriate and necessary actions to carry out the purpose and intent of the motion.

Summary
The City, on an as-needed basis, issues debt to finance the construction of capital facilities and infrastructure, and to refinance existing debt when it is advantageous to do so. The frequency varies from year to year; however, the City typically will issue debt or refinance existing debt from two to five times per year, depending on development and potential refunding opportunities. These issuances typically include capital leases, lease-revenue bonds, certificates of participation, revenue bonds, and land-secured debt (1913/15 Act assessment bonds, Mello-Roos or Marks-Roos bonds).

Entering into agreements with the seven (7) selected bond and disclosure counsel firms will create a pool of pre-qualified firms that can provide legal services to support City debt issuances (Attachments A through G).

DISCUSSION
Background
To support its debt issuances, the City periodically establishes a pool of bond and disclosure counsel firms. The City requires professional legal services to ensure the format and content of legal documents used in the issuance of debt comply with regulatory requirements and needs to be certain that it is issuing debt at the lowest cost. By establishing a pool, the City can react quickly to financing needs based on favorable market conditions to finance projects and refinance existing debt.

The City’s most recent bond and disclosure counsel pool was established May 15, 2018, via Council Resolution 2018-05-15-1102 which authorized the execution of agreements with bond and disclosure counsels for the issuance of municipal debt.

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17 File #: 23-0932, Version: 1
Present Situation
On September 25, 2023, the City released a Request for Statement Of Qualifications (RSOQ) for bond and disclosure counsel services. The City sought qualified bond and disclosure counsel firms with the ability to:
· Provide high-quality legal services for issuing debt to construct capital facilities and infrastructure, refinancing existing debt, and the formation of special taxing and assessment districts.
· Take the lead in the development of a myriad of legal documents necessary in the process of issuing debt and in the formation of a district.
· Assist and advise the City as to the most cost-effective legal plan for the debt that is being considered and recommend innovative alternatives.

The City received responses from seven interested bond and disclosure counsel firms, and all seven firms met the minimum qualifications. After careful review of each firm’s capabilities and ability to meet the City’s financing needs, the City’s selection committee recommended the City enter into agreements with seven of the firms that submitted proposals:
· Jones Hall
· Hawkins Delafield & Wood
· Orrick, Herrington, and Sutcliffe
· Norton Rose Fullbright US
· Arent Fox Schiff
· Richards Watson & Gershon
· Stradling Yocca Carlson & Rauth
The seven firms selected to establish the City’s bond and disclosure counsel pool can provide services for all types of financing the City may pursue. With the establishment of this pool, the City will have a diverse group of highly qualified legal firms available to help support City debt issuances and refundings. All agreements are for an initial term of five years, and as extended by the City Attorney thereafter.

FINANCIAL SUMMARY
Except for district formations, which the City pays from funds placed on deposit for this purpose by developers, all bond and disclosure counsel fees are paid from bond proceeds and are contingent upon the successful closing of bond transactions. Staff will negotiate fees for bond and disclosure counsel services on a per transaction basis, in accordance with the provisions of the City’s Land- Based and Capital Financing Policy, and Debt Management Policy.

Attachment A - Contract with Jones Hall
Attachment B - Contract with Orrick, Herrington, and Sutcliffe Attachment C - Contract with Arent Fox Schiff
Attachment D - Contract with Hawkins Delafield & Wood
Attachment E - Contract with Norton Rose Fulbright US
Attachment F - Contract with Richards Watson & Gershon
Attachment G - Contract with Stradling Yocca Carlson & Rauth City of Stockton Printed on 3/7/2024Page 2 of 2
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18 REV 2022-05-17

AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT is made and entered into effective ________________, 202 4, by a
nd between the City of Stockton, a municipal corporation (“CITY”), and the law firm of _Jones Hall, A Professional Law Corporation___________("FIRM").

W I

T N E S S E T H
The C
ity Attorney of the City of Stockton provides legal counsel and representation to the CITY and the Council members, Board members, officers, and employees of the CITY; and
Pur
suant to Section 1306 of the Charter of the City of Stockton, the City Attorney shall not retain or employ outside counsel without the approval of the City Council; and On __
_____________, 202 4, the City Council approved Council Resolution No. ________________, authorizing the City Attorney to enter into this Agreement; and The C
ITY and FIRM have determined that FIRM is especially qualified to provide bond counsel and disclosure counsel advice and representation on behalf of the CITY.

NO
W, THEREFORE, in consideration of these premises and the following terms and conditions, FIRM and CITY agree as follows:

1. CONDITIONS AND BILLING ATTORNEY DESIGNATION.

Thi
s Agreement will take effect and FIRM will only be obligated to provide legal services as needed o
nce this Agreement is fully signed and initialed by both parties. Upon receipt of the signed Agreement, David T. Fama, James A. Wawrzyniak Jr., David Walton will be the attorney(s) primarily responsible for all work performed under this Agreement unless otherwise authorized by CITY.

2. SCO
PE OF SERVICES.

CIT
Y hires FIRM to, as may be requested by CITY from time to time, provide legal services as described more particularly in Exhibit A, which is incorporated herein by this reference.

3. CITY’S DUTIES.

CI
TY agrees to be truthful with FIRM, to cooperate, to keep FIRM informed of any information or developments which may come to CITY’s attention, to abide by this Agreement, to pay FIRM’s bills on time, and to keep FIRM advised of CITY’s address, telephone number, and whereabouts. CITY will assist FIRM in providing necessary information and documents.

4. CONFLICTS OF INTEREST.

By
accepting representation of CITY, FIRM acknowledges that it has undertaken reasonable and customary efforts to determine whether there are any potential conflicts of interest or adversity of positions between CITY and any other person or entity in accordance

ATTACHMENT A
19 REV 2022-05-17

with the Rules of Professional Conduct adopted in California, which would bar FIRM from representing CITY in general. CITY’s execution of this Agreement represents an express agreement to the applicability of the Rules of Professional Conduct adopted in California as to any and all issues of representation arising under this Agreement.

5. INDEPENDENT CONTRACTOR/CONFLICTS OF INTEREST.

FIRM shall be employed solely as an independent contractor to render a professional service, is responsible for all obligations consistent with that status, and nothing contained herein shall be interpreted so as to cause FIRM to be considered an employee of CITY.

Consistent with FIRM’s independent contractor status, nothing contained herein shall be deemed to prohibit or limit FIRM from representing parties other than those expressly covered by this Agreement, provided that FIRM shall not represent CITY’s officials, officers, employees, board members and commissioners (whether individually or collectively) in disputes with CITY or in any other investigation, administrative proceeding, or litigation against CITY which would conflict with CITY’s interests or create any other conflict as prohibited by law or the canons of ethics of the State Bar of California.

6. DISCLOSURE.

By executing and returning this Agreement, FIRM discloses that it maintains professional errors and omissions insurance pursuant to the requirements of California Business & Professions Code Division 3, Chapter 4.

7. INDEMNIFICATION.

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

8. INSURANCE REQUIREMENTS.

FIRM shall secure and maintain at its own expense during the life of this Agreement Workers’ Compensation and other insurance coverage in the forms and amounts set forth in the attached Exhibit B, which is incorporated herein by reference.

9. LICENSES, PERMITS, AND COMPLIANCE WITH LAW.

FIRM represents and warrants that prior to commencing any work under this Agreement, it shall obtain and maintain at its own expense during the life of this Agreement any other licenses, permits, qualifications, and approval required to practice its profession and perform the contract services and shall comply with any and all applicable local, State, and federal laws in performing the contract services.

10. NOTICES.

ATTACHMENT A
20 REV 2022-05-17

Any written notice to be given to the parties in connection with this Agreement may be affected by personal delivery or by mail and shall be considered effectively tendered upon actual receipt. Mailed notices shall be addressed as set forth below:

To CITY: Lori M. Asuncion
City Attorney
425 North El Dorado Street, Second Floor
Stockton, CA 95202

With copy to: Carmen Barragan
425 N El Dorado St
Stockton, CA 95202

To FIRM: David T. Fama
475 Sansome Street, Suite 1700
San Francisco, CA 94111

11. LEGAL FEES AND BILLING PRACTICES.

Legal services provided by FIRM under this Agreement shall be charged on a per - assignment basis. In connection therewith CITY agrees to pay the rates as set forth in Exhibit C to this Agreement.

12. TERM, DISCHARGE, AND WITHDRAWAL.

The term of this Agreement (the “Term”) shall be for an initial period of five (5) years , and subject to earlier termination as specified herein. The Term may be extended by an instrument in writing signed by both CITY and FIRM.

CITY may discharge FIRM at any time. FIRM may withdraw with CITY’s consent or for good cause. Good cause includes CITY’s breach of this Agreement, refusal to cooperate or to follow FIRM’s advice on a material matter or any fact or circumstance that would r ender FIRM’s continuing representation unlawful or unethical. After services conclude, FIRM will deliver CITY’s file and property in FIRM’s possession whether or not CITY has paid for all services.

13. DOCUMENT RETENTION POLICY.

CITY is entitled to any files in FIRM’s possession relating to the legal services performed by FIRM for CITY, excluding FIRM’s internal accounting records and other documents not reasonably necessary to CITY’s representation. Once a matter is concluded, FI RM will close the file, and CITY will receive notice and a copy thereof.

All CITY-supplied materials and all attorney end product (referred to generally as "CITY material") are the property of CITY. Attorney end product includes, for example, finalized contracts, pleadings, and trust documents. Attorney work product is the property of FIRM.

Attorney work product includes, for example, drafts, notes, internal memoranda and electronic files, and attorney representation and administration materials, including attorney-CITY correspondence and conflicts materials.

ATTACHMENT A
21 REV 2022-05-17

14. MEDIATION/ARBITRATION; WAIVER OF JURY TRIAL.

If a dispute arises out of or relating to any aspect of this Agreement between CITY and FIRM, or the breach thereof, and if the dispute cannot be settled through negotiation, FIRM and CITY agree to discuss in good faith the use of mediation before resorting to arbitration, litigation, or any other dispute resolution procedure. Nothing herein shall limit or otherwise affect CITY’s right under sections 6200- 6206 of the California Business and Professions Code to request arbitration of any fee dispute by an independent, impartial arbitrator or panel of arbitrators through a bar association program created solely to resolve fee disputes between lawyers and CITYs. However, should discussions, mediation or non- binding arbitration provided through a local bar assoc iation program not resolve the dispute, each party is entitled to pursue all other available legal remedies. The claims or controversies subject to this provision shall include, without limitation, any claim of professional negligence or malpractice.

15. ATTORNEYS’ FEES CLAUSE.

The prevailing party in any action or proceeding arising out of or to enforce any provision of this Agreement, with the exception of a fee arbitration or mediation under Business and Professions Code sections 6200- 6206, will be awarded reasonable attorneys’ fees and costs incurred in that action or proceeding, or in the enforcement of any judgment or award rendered.

16. ENTIRE AGREEMENT.

This Agreement contains the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties.

17. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY.

If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.

18. MODIFICATION BY SUBSEQUENT AGREEMENT.

This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them.

19. AUTHORITY TO CONTRACT.

The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

ATTACHMENT A
22 REV 2022-05-17
"CITY"
LORI M. ASUNCION

CITY ATTORNEY
By: ---------

CITY ATTORNEY
"FIRM"

JONES HALL,

A PROFESSIONAL LAW

CORPORATION
By: t)u/�
Name: l>A ✓,tJ ,::-,4,M.4
?r-,,5,de/T
t-

ATTACHMENT A
23 REV 2022-05-17

EXHIBIT A

SCOPE OF SERVICES

NATURE OF SERVICES REQUIRED

Bond Counsel / Co-Bond Counsel

The scope of services for bond counsel and co-bond counsel may include, but not be limited to, the following:

Rendering the bond counsel opinion regarding the validity and binding effect of the bonds, the source of payment and security for the bonds, and the excludability of interest on the bonds from gross income for federal income tax purposes and/or State income tax purposes as applicable.

Rendering a supplemental bond counsel opinion regarding the Preliminary Official Statement and the Official Statement in so far as such statements expressly summarize certain provisions of the bonds are accurate in all material respects.

Examining applicable laws, preparing authorizing documents, consulting with parties to the transactions, reviewing proceedings, and performing additional duties as necessary to render the opinion(s).

Providing advice or opinions as requested regarding any tax covenants or provisions to assure that interest on the bonds will be excluded from gross income for federal income tax purposes.

Preparing and reviewing of documents necessary or appropriate to the authorization, issuance, sale and delivery of the bonds, coordinating the authorization, review, and execution of these documents, and where appropriate, drafting enabling legislation.

Assisting the issuer in seeking from other governmental authorities any approvals, permissions, and exemptions necessary or appropriate in connection with the authorization, issuance, sale, and delivery of the bonds.

Reviewing legal and tax issues relating to the structure of the bond issue or projects being financed by the bonds.

Reviewing or preparing the applicable sections of the offering document to be disseminated in connection with the sale of the bonds that relate to the description of the bonds, financing documents, bond counsel opinion, and tax matters.

Participating, when requested, in activities associated with presenting information to rating agencies and/or credit enhancement providers relating to legal issues affecting the issuance of the bonds.

Reviewing or preparing the notice of sale or bond or note purchase contract for the bonds or notes, as requested.

ATTACHMENT A
24 REV 2022-05-17

Providing continuing legal advice, as requested, on issues related to the sale and the administration of obligations.

In cases where a separate disclosure counsel is not retained by the issuer, performing the duties described under DISCLOSURE/CO -DISCLOSURE COUNSEL.

Provide guidance on issue price.

Providing other legal opinions as required.

Participating in meetings, as requested, relating to the issuance or administration of bonds or notes.

Preparing the official transcript for the bond or note issue.

Keeping the CFO informed of rulings issued by federal and State regulatory agencies including, but not limited to, the U.S. Securities Exchange Commission, Internal Revenue Service and Municipal Securities Rulemaking Board, which impact the issuance of the bonds and/or administration of bonds.

Provide training, as requested; and

Any additional duties as requested for specific bonds.

DISCLOSURE/CO-DISCLOSURE COUNSEL

The scope of duties may include, but is not limited to, the following:

Preparing the preliminary and final official statements, including any supplements and related certificates.

Preparing the Notice of Sale, if requested.

Preparing disclosure on the City of Stockton, known as Appendix A, to the preliminary and final official statements for use in all offering documents.

Providing a ''10b-5” letter of negative assurance with respect to the preliminary and final official statements.

Reviewing or preparing the continuing disclosure undertaking of the issuer.

Providing advice and review on matters relating to continuing disclosure compliance, annual reporting requirements, listed event notices, and policies and procedures.

Reviewing, as necessary, applicable laws and pertinent documents.

Providing disclosure training to the issuer, borrower, and other obligated parties.

ATTACHMENT A
25 REV 2022-05-17

Participating in meetings and discussions with various parties, including investors, rating agencies, or credit providers as requested; and

Reviewing any investor presentations or advertising materials.

ATTACHMENT A
26 REV 2022-05-17

Exhibit B:

Insurance Requirements for Consultant Services

FIRM (referred to in this Exhibit as “Contractor” or “Consultant”) shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

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

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

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

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

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

Other Insurance Provisions

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

ATTACHMENT A
27 REV 2022-05-17

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

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

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

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

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

ATTACHMENT A
28 REV 2022-05-17

provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.

Self -Insured Retentions

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

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

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

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

2. Insurance must be 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 w ith 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.

ATTACHMENT A
29 REV 2022-05-17

Verification of Coverage

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

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

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

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

Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:

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

ATTACHMENT A
30 REV 2022-05-17

EXHIBIT C

COMPENSATION

Type of Bond Principal
Amount
Bond &
Disclosure
Counsel
Bond Counsel Disclosure
Counsel
Mello-Roo’s (CFD)
Bonds
Up to $3 million
$3+ -10 million
$10+ -20 million
$75,000
$95,000
$105,000
$50,000
$60,000
$65,000
$35,000
$40,000
$45,000
Cer�ﬁcates of
Par�cipa�on/Lease
Revenue Bonds
Up to $5 million
$5+ -15 million
$15+ -20 million
$65,000
$80,000
$90,000
$45,000
$50,000
$65,000
$35,000
$40,000
$45,000
Water/Sewer
Revenue
Installment
Sale/Bonds
Up to $5 million
$5+ -15 million
$15+ -20 million
$65,000
$80,000
$90,000
$45,000
$50,000
$65,000
$35,000
$40,000
$45,000
1913/15 Act
Assessment Bonds
Up to $3 million
$3+ -15 million
$15+ -20 million
$75,000
$95,000
$105,000
$50,000
$60,000
$65,000
$35,000
$40,000
$45,000
Marks-Roo’s
Revenue Bonds.

Up to $5 million
$5+ -15 million
$15+ -20 million
$65,000
$80,000
$90,000
$45,000
$50,000
$65,000
$35,000
$40,000
$45,000

ATTACHMENT A
31 REV 2022-05-17

AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT is made and entered into e ffe ctive ________________, 2024, by and between the City of Stockton, a municipal corporation (“CITY”), and the law firm of _Orrick, Herrington & Sutcliffe LLP___________("FIRM").

W I

T N E S S E T H
The C
ity Attorney of the City of Stockton provides legal counsel and representation to the CITY and the Council members, Board members, officers, and employees of the CITY; and
Pur
suant to Section 1306 of the Charter of the City of Stockton, the City Attorney shall not retain or employ outside counsel without the approval of the City Council; and On __ _____________, 202 4, the City Council approved Council Resolution No. ________________, authorizing the City Attorney to enter into this Agreement; and The C
ITY and FIRM have determined that FIRM is especially qualified to provide bond counsel and disclosure counsel advice and representation on behalf of the CITY.

NO
W, THEREFORE, in consideration of these premises and the following terms and conditions, FIRM and CITY agree as follows:

1. CONDITIONS AND BILLING ATTORNEY DESIGNATION.

Thi
s Agreement will take effect and FIRM will only be obligated to provide legal services as needed once this Agreement is fully signed and initialed by both parties. Upon receipt of the signed Agreement, Brandon Dias, Devin Brennan will be the attorney(s) primarily responsible for all work performed under this Agreement unless otherwise authorized by CITY.

2. SCOPE OF SERVICES.

CIT
Y hires FIRM to, as may be requested by CITY from time to time, provide legal services as described more particularly in Exhibit A, which is incorporated herein by this reference.

3. CITY’S DUTIES.

4. CONFLICTS OF INTEREST.

ATTACHMENT B
32 REV 2022-05-17

5. INDEPENDENT CONTRACTOR/CONFLICTS OF INTEREST.

6. DISCLOSURE.

7. INDEMNIFICATION.

FIRM agrees to indemnify and hold CITY harmless from and against any and all third party claims, suits and actions, and all associated damages, settlements, losses, liabilities, costs, and expenses, including without limitation reasonable attorneys’ fees, to the extent finally determined to have resulted from FIRM’s negligent performance of the services set forth in this Agreement. Notwithstanding the foregoing, nothing herein shall (i) serve to expand FIRM’s scope of professional responsibilities as set forth in the laws and canons of ethics, (ii) extend any statute of limitations governing any claim arising from FIRM’s acts or omissions, or (iii) waive any claims or defenses that FIRM may have against CITY or any other party.

8. INSURANCE REQUIREMENTS.

9. LICENSES, PERMITS, AND COMPLIANCE WITH LAW.

ATTACHMENT B
33 REV 2022-05-17

10. NOTICES.

To CITY: Lori M. Asuncion
City Attorney
425 North El Dorado Street, Second Floor
Stockton, CA 95202

With copy to: Carmen Barragan
425 N El Dorado St
Stockton, CA 95202

To FIRM: Brandon Dias
400 Capital Mall, Suite 3000
Sacramento, CA 95814

11. LEGAL FEES AND BILLING PRACTICES.

Legal services provided by FIRM under this Agreement shall be charged on a per - assignment basis. In connection therewith CITY agrees to pay the rates as set forth in Exhibit C to this Agreement.

12. TERM, DISCHARGE, AND WITHDRAWAL.

The term of this Agreement (the “Term”) shall be for an initial period of five (5) years, and subject to earlier termination as specified herein. The Term may be extended by an instrument in writing signed by both CITY and FIRM.

13. DOCUMENT RETENTION POLICY.

ATTACHMENT B
34 REV 2022-05-17

14. MEDIATION/ARBITRATION; WAIVER OF JURY TRIAL.

15. ATTORNEYS’ FEES CLAUSE.

16. ENTIRE AGREEMENT.

This Agreement contains the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties.

17. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY.

If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.

18. MODIFICATION BY SUBSEQUENT AGREEMENT.

This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them.

19. AUTHORITY TO CONTRACT.

The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

ATTACHMENT B
35 ATTACHMENT B
36 REV 2022-05-17

EXHIBIT A

SCOPE OF SERVICES

NATURE OF SERVICES REQUIRED

Bond Counsel / Co-Bond Counsel

The scope of services for bond counsel and co-bond counsel may include, but not be limited to, the following:

Examining applicable laws, preparing authorizing documents, consulting with parties to the transactions, reviewing proceedings, and performing additional duties as necessary to render the opinion(s).

Providing advice or opinions as requested regarding any tax covenants or provisions to assure that interest on the bonds will be excluded from gross income for federal income tax purposes.

Reviewing legal and tax issues relating to the structure of the bond issue or projects being financed by the bonds.

Reviewing or preparing the notice of sale or bond or note purchase contract for the bonds or notes, as requested.

ATTACHMENT B
37 REV 2022-05-17

Providing continuing legal advice, as requested, on issues related to the sale and the administration of obligations.

In cases where a separate disclosure counsel is not retained by the issuer, performing the duties described under DISCLOSURE/CO -DISCLOSURE COUNSEL.

Provide guidance on issue price.

Providing other legal opinions as required.

Participating in meetings, as requested, relating to the issuance or administration of bonds or notes.

Preparing the official transcript for the bond or note issue.

Provide training, as requested; and

Any additional duties as requested for specific bonds.

DISCLOSURE/CO-DISCLOSURE COUNSEL

The scope of duties may include, but is not limited to, the following:

Preparing the preliminary and final official statements, including any supplements and related certificates.

Preparing the Notice of Sale, if requested.

Preparing disclosure on the City of Stockton, known as Appendix A, to the preliminary and final official statements for use in all offering documents.

Providing a ''10b-5” letter of negative assurance with respect to the preliminary and final official statements.

Reviewing or preparing the continuing disclosure undertaking of the issuer.

Providing advice and review on matters relating to continuing disclosure compliance, annual reporting requirements, listed event notices, and policies and procedures.

Reviewing, as necessary, applicable laws and pertinent documents.

Providing disclosure training to the issuer, borrower, and other obligated parties.

ATTACHMENT B
38 REV 2022-05-17

Participating in meetings and discussions with various parties, including investors, rating agencies, or credit providers as requested; and

Reviewing any investor presentations or advertising materials.

ATTACHMENT B
39 REV 2022-05-17

Exhibit B:

Insurance Requirements for Consultant Services

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

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

Other Insurance Provisions

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

ATTACHMENT B
40 REV 2022-05-17

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

ATTACHMENT B
41 REV 2022-05-17

provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.

Self -Insured Retentions

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

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

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

ATTACHMENT B
42 REV 2022-05-17

Verification of Coverage

Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:

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

ATTACHMENT B
43 REV 2022-05-17

EXHIBIT C

COMPENSATION

ATTACHMENT B
44 REV 2022-05-17

AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT is made and entered into effective ________________, 2023, by and between the City of Stockton, a municipal corporation (“CITY”), and the law firm of _ ArentFox Schiff LLP___________("FIRM").

W I T N E S S E T H
The City Attorney of the City of Stockton provides legal counsel and representation to the CITY and the Council members, Board members, officers, and employees of the CITY; and
Pursuant to Section 1 306 of t he Charter of t he City of S tockton, the City A ttorney shall not retain or employ outside counsel without the approval of the City Council; and On _______________, 2023, t he City C ouncil appr oved Council R esolution No. ________________, authorizing the City Attorney to enter into this Agreement; and The CITY an d FIRM h ave determined that F IRM is especially qualified to provide bond counsel and disclosure counsel advice and representation on behalf of the CITY.

NOW, THEREFORE, in consideration of these premises and the following terms and conditions, FIRM and CITY agree as follows:

1. CONDITIONS AND BILLING ATTORNEY DESIGNATION.

This Agreement will take effect and FIRM will only be obligated to provide legal services as needed once this Agreement is fully signed and initialed by both parties. Upon receipt of the signed Agreement, Jacquelynne M. Jennings, Bill Lofton, and Paul Marengo will be the attorney(s) primarily responsible for all work performed under this Agreement unless otherwise authorized by CITY.

2. SCOPE OF SERVICES.

CITY hires FIRM to, as may be requested by CITY from time to time, provide legal services as described more particularly in Exhibit A, which is incorporated herein by this reference.

3. CITY’S DUTIES.

CITY agrees to be truthful with FIRM, to cooperate, to keep FIRM informed of any information or developments which may come to CITY’s attention, to abide by this Agreement, to pay FIRM’s bills on time, and to keep FIRM advised of CITY’s address, telephone number, and whereabouts. CITY will assist FIRM in providing necessary information and documents.

4. CONFLICTS OF INTEREST.

By accepting representation of CITY, FIRM acknowledges that it has undertaken reasonable and customary efforts to determine whether there are any potential conflicts of interest or adversity of positions between CITY and any other person or entity in accordance

ATTACHMENT C
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5. INDEPENDENT CONTRACTOR/CONFLICTS OF INTEREST.

6. DISCLOSURE.

7. INDEMNIFICATION.

8. INSURANCE REQUIREMENTS.

9. LICENSES, PERMITS, AND COMPLIANCE WITH LAW.

10. NOTICES.

ATTACHMENT C
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To CITY: Lori M. Asuncion
City Attorney
425 North El Dorado Street, Second Floor
Stockton, CA 95202

With copy to: Carmen Barragan
425 N El Dorado St
Stockton, CA 95202

To FIRM: Jacquelynne M. Jennings
44 Montgomery Street, 38
th Floor
San Francisco, CA 94104

11. LEGAL FEES AND BILLING PRACTICES.

Legal services provided by FIRM under this Agreement shall be charged on a per - assignment basis. In connection therewith CITY agrees to pay the rates as set forth in Exhibit C to this Agreement.

12. TERM, DISCHARGE, AND WITHDRAWAL.

13. DOCUMENT RETENTION POLICY.

ATTACHMENT C
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14. MEDIATION/ARBITRATION; WAIVER OF JURY TRIAL.

15. ATTORNEYS’ FEES CLAUSE.

16. ENTIRE AGREEMENT.

This Agreement contains the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties.

17. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY.

If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.

18. MODIFICATION BY SUBSEQUENT AGREEMENT.

This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them.

19. AUTHORITY TO CONTRACT.

The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

“CITY” “FIRM”

LORI M. ASUNCION ARENTFOX SCHIFF LLP

ATTACHMENT C
48 REV 2022-05-17

CITY ATTORNEY
By: _______________
_______ By: ______________________
CITY ATTORNEY Name: Jacquelynne M. Jennings

ATTACHMENT C
49 REV 2022-05-17

EXHIBIT A

SCOPE OF SERVICES

NATURE OF SERVICES REQUIRED

Bond Counsel / Co-Bond Counsel

The scope of services for bond counsel and co-bond counsel may include, but not be limited to, the following:

Examining applicable laws, preparing authorizing documents, consulting with parties to the transactions, reviewing proceedings, and performing additional duties as necessary to render the opinion(s).

Providing advice or opinions as requested regarding any tax covenants or provisions to assure that interest on the bonds will be excluded from gross income for federal income tax purposes.

Reviewing legal and tax issues relating to the structure of the bond issue or projects being financed by the bonds.

Reviewing or preparing the notice of sale or bond or note purchase contract for the bonds or notes, as requested.

ATTACHMENT C
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Providing continuing legal advice, as requested, on issues related to the sale and the administration of obligations.

In cases where a separate disclosure counsel is not retained by the issuer, performing the duties described under DISCLOSURE/CO -DISCLOSURE COUNSEL.

Provide guidance on issue price.

Providing other legal opinions as required.

Participating in meetings, as requested, relating to the issuance or administration of bonds or notes.

Preparing the official transcript for the bond or note issue.

Provide training, as requested; and

Any additional duties as requested for specific bonds.

DISCLOSURE/CO-DISCLOSURE COUNSEL

The scope of duties may include, but is not limited to, the following:

Preparing the preliminary and final official statements, including any supplements and related certificates.

Preparing the Notice of Sale, if requested.

Preparing disclosure on the City of Stockton, known as Appendix A, to the preliminary and final official statements for use in all offering documents.

Providing a ''10b-5” letter of negative assurance with respect to the preliminary and final official statements.

Reviewing or preparing the continuing disclosure undertaking of the issuer.

Providing advice and review on matters relating to continuing disclosure compliance, annual reporting requirements, listed event notices, and policies and procedures.

Reviewing, as necessary, applicable laws and pertinent documents.

Providing disclosure training to the issuer, borrower, and other obligated parties.

ATTACHMENT C
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Participating in meetings and discussions with various parties, including investors, rating agencies, or credit providers as requested; and

Reviewing any investor presentations or advertising materials.

ATTACHMENT C
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Exhibit B:

Insurance Requirements for Consultant Services

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

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

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

Other Insurance Provisions

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

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

ATTACHMENT C
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provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.

Self -Insured Retentions

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

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

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

ATTACHMENT C
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Verification of Coverage

Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:

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

ATTACHMENT C
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EXHIBIT C

COMPENSATION

ATTACHMENT C
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AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT is made and entered into e ffe ctive ________________, 2024, by and between the City of Stockton, a municipal corporation (“CITY”), and the law firm of _Hawkins Delafield & Wood LLP___________("FIRM").

W I

T N E S S E T H
The C
ity Attorney of the City of Stockton provides legal counsel and representation to the CITY and the Council members, Board members, officers, and employees of the CITY; and
Pur
suant to Section 1306 of the Charter of the City of Stockton, the City Attorney shall not retain or employ outside counsel without the approval of the City Council; and On __ _____________, 202 4, the City Council approved Council Resolution No. ________________, authorizing the City Attorney to enter into this Agreement; and The C
ITY and FIRM have determined that FIRM is especially qualified to provide bond counsel and disclosure counsel advice and representation on behalf of the CITY.

NO
W, THEREFORE, in consideration of these premises and the following terms and conditions, FIRM and CITY agree as follows:

1. CONDITIONS AND BILLING ATTORNEY DESIGNATION.

Thi
s Agreement will take effect and FIRM will only be obligated to provide legal services as needed once this Agreement is fully signed and initialed by both parties. Upon receipt of the signed Agreement, Sean Tierney will be the attorney(s) primarily responsible for all work performed under this Agreement unless otherwise authorized by CITY.

2. SCOPE OF SERVICES.

CIT
Y hires FIRM to, as may be requested by CITY from time to time, provide legal services as described more particularly in Exhibit A, which is incorporated herein by this reference.

3. CITY’S DUTIES.

4. CONFLICTS OF INTEREST.

ATTACHMENT D
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accordance with the Rules of Professional Conduct adopted in California, which would bar FIRM from representing CITY in general. CITY’s execution of this Agreement represents an express agreement to the applicability of the Rules of Professional Conduct adopted in California as to any and all issues of representation arising under this Agreement.

5. INDEPENDENT CONTRACTOR/CONFLICTS OF INTEREST.

6. DISCLOSURE.

7. INDEMNIFICATION.

To the fullest extent permitted by law, FIRM shall hold harmless, defend and indemnify City of Stockton and its officers, officials, employees, and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) resulting from any professional malpractice of FIRM in connection with FIRM’s performance of work hereunder or its failure to comply with any of its obligations contained in the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this agreement. These obligations shall survive the completion or termination of this agreement.

8. INSURANCE REQUIREMENTS.

9. LICENSES, PERMITS, AND COMPLIANCE WITH LAW.

ATTACHMENT D
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10. NOTICES.

To CITY: Lori M. Asuncion
City Attorney
425 North El Dorado Street, Second Floor
Stockton, CA 95202

With copy to: Carmen Barragan
425 N El Dorado St
Stockton, CA 95202

To FIRM: Sean Tierney, Esq.

One Embarcadero Center, Suite 3820
San Francisco, CA 94111

11. LEGAL FEES AND BILLING PRACTICES.

Legal services provided by FIRM under this Agreement shall be charged on a per - assignment basis. In connection therewith CITY agrees to pay the rates as set forth in Exhibit C to this Agreement.

12. TERM, DISCHARGE, AND WITHDRAWAL.

The term of this Agreement (the “Term”) shall be for an initial period of five (5) years, and subject to earlier termination as specified herein. The Term may be extended by an instrument in writing signed by both CITY and FIRM.

CITY may discharge FIRM at any time. FIRM may withdraw with CITY’s consent or for good cause. Good cause includes CITY’s breach of this Agreement, refusal to cooperate or to follow FIRM’s advice on a material matter or any fact or circumstance that would render FIRM’s continuing representation unlawful or unethical. After services conclude, FIRM will deliver CITY’s file and property in FIRM’s possession whether or not CITY has paid for all services.

13. DOCUMENT RETENTION POLICY.

CITY is entitled to any files in FIRM’s possession relating to the legal services performed by FIRM for CITY, excluding FIRM’s internal accounting records and other documents not reasonably necessary to CITY’s representation. Once a matter is concluded, FIRM will close the file, and CITY will receive notice and a copy thereof.

Attorney work product includes, for example, drafts, notes, internal memoranda and

ATTACHMENT D
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electronic files, and attorney representation and administration materials, including attorney-CITY correspondence and conflicts materials.

14. MEDIATION/ARBITRATION; WAIVER OF JURY TRIAL.

If a dispute arises out of or relating to any aspect of this Agreement between CITY and FIRM, or the breach thereof, and if the dispute cannot be settled through negotiation, FIRM and CITY agree to discuss in good faith the use of mediation before resorting to arbitration, litigation, or any other dispute resolution procedure. Nothing herein shall limit or otherwise affect CITY’s right under sections 6200- 6206 of the California Business and Professions Code to request arbitration of any fee dispute by an independent, impartial arbitrator or panel of arbitrators through a bar association program created solely to resolve fee disputes between lawyers and CITYs. However, should discussions, mediation or non-binding arbitration provided through a local bar association program not resolve the dispute, each party is entitled to pursue all other available legal remedies. The claims or controversies subject to this provision shall include, without limitation, any claim of professional negligence or malpractice.

15. ATTORNEYS’ FEES CLAUSE.

16. ENTIRE AGREEMENT.

This Agreement contains the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties.

17. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY.

If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.

18. MODIFICATION BY SUBSEQUENT AGREEMENT.

This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them.

19. AUTHORITY TO CONTRACT.

The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

ATTACHMENT D
61 ATTACHMENT D
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EXHIBIT A

SCOPE OF SERVICES

NATURE OF SERVICES REQUIRED

Bond Counsel / Co-Bond Counsel

The scope of services for bond counsel and co-bond counsel may include, but not be limited to, the following:

Examining applicable laws, preparing authorizing documents, consulting with parties to the transactions, reviewing proceedings, and performing additional duties as necessary to render the opinion(s).

Providing advice or opinions as requested regarding any tax covenants or provisions to assure that interest on the bonds will be excluded from gross income for federal income tax purposes.

Reviewing legal and tax issues relating to the structure of the bond issue or projects being financed by the bonds.

Reviewing or preparing the notice of sale or bond or note purchase contract for

ATTACHMENT D
63 REV 2022-05-17

the bonds or notes, as requested.

Providing continuing legal advice, as requested, on issues related to the sale and the administration of obligations.

In cases where a separate disclosure counsel is not retained by the issuer, performing the duties described under DISCLOSURE/CO -DISCLOSURE COUNSEL.

Provide guidance on issue price.

Providing other legal opinions as required.

Participating in meetings, as requested, relating to the issuance or administration of bonds or notes.

Preparing the official transcript for the bond or note issue.

Provide training, as requested; and

Any additional duties as requested for specific bonds.

DISCLOSURE/CO-DISCLOSURE COUNSEL

The scope of duties may include, but is not limited to, the following:

Preparing the preliminary and final official statements, including any supplements and related certificates.

Preparing the Notice of Sale, if requested.

Preparing disclosure on the City of Stockton, known as Appendix A, to the preliminary and final official statements for use in all offering documents.

Providing a ''10b-5” letter of negative assurance with respect to the preliminary and final official statements.

Reviewing or preparing the continuing disclosure undertaking of the issuer.

Providing advice and review on matters relating to continuing disclosure compliance, annual reporting requirements, listed event notices, and policies and procedures.

Reviewing, as necessary, applicable laws and pertinent documents.

ATTACHMENT D
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Providing disclosure training to the issuer, borrower, and other obligated parties.

Participating in meetings and discussions with various parties, including investors, rating agencies, or credit providers as requested; and

Reviewing any investor presentations or advertising materials.

ATTACHMENT D
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Exhibit B:

Insurance Requirements for Consultant Services

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

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

Other Insurance Provisions

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

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

ATTACHMENT D
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provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.

Self -Insured Retentions

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

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

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

Verification of Coverage

ATTACHMENT D
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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.

Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be: City of Stockton
Its Officers, Officials, Employees, and Volunteers
400 E Main Street, 3rd Floor – HR Stockton,
CA 95202

ATTACHMENT D
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EXHIBIT C

COMPENSATION

The fees quoted above are estimates for typical transactions. If out of the ordinary issues or services were to arise, Hawkins would discuss a mutually agreeable fee adjustment with the City. Bond counsel engagements would also include $2,500 for expenses and disclosure counsel would include
$1,500 for expenses.

ATTACHMENT D
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ATTACHMENT D
71 REV 2022-05-17

AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT is made and entered into effective , 2024, by and between the City of Stockton, a municipal corporation ("CITY"), and the law firm of Norton Rose Fulbright US LLP ("FIRM").

W ITNESSETH
The City Attorney of the City of Stockton provides legal counsel and representation to the CITY and the Council members, Board members, officers, and employees of the CITY; and
Pursuant to Section 1306 of the Charter of the City of Stockton, the City Attorney shall not retain or employ outside counsel without the approval of the City Council; and On , 2024, the City Council approved Council Resolution No. , authorizing the City Attorney to enter into this Agreement; and The CITY and FIRM have determined that FIRM is especially qualified to provide bond counsel and disclosure counsel advice and representation on behalf of the CITY.

NOW, THEREFORE, in consideration of these premises and the following terms and conditions, FIRM and CITY agree as follows:

1. CONDITIONS AND BILLING ATTORNEY DESIGNATION.

This Agreement will take effect and FIRM will only be obligated to provide legal services as needed once this Agreement is fully signed and initialed by both parties. Upon receipt of the signed Agreement, Victor Hsu, Stepan Haytayan will be the attorney(s) primarily responsible for all work performed under this Agreement unless otherwise authorized by CITY.

2. SCOPE OF SERVICES.

CITY hires FIRM to, as may be requested by CITY from time to time, provide legal services as described more particularly in Exhibit A, which is incorporated herein by this reference.

3. CITY'S DUTIES.

CITY agrees to be truthful with FIRM, to cooperate, to keep FIRM informed of any information or developments which may come to CITY's attention, to abide by this Agreement, to pay FIRM's bills on time, and to keep FIRM advised of CITY's address, telephone number, and whereabouts. CITY will assist FIRM in providing necessary information and documents.

4. CONFLICTS OF INTEREST.

By accepting representation of CITY, FIRM acknowledges that it has undertaken reasonable and customary efforts to determine whether there are any potential conflicts of interest or adversity of positions between CITY and any other person or entity in accordance

ATTACHMENT E
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with the Rules of Professional Conduct adopted in California, which would bar FIRM from representing CITY in general. CITY's execution of this Agreement represents an express agreement to the applicability of the Rules of Professional Conduct adopted in California as to any and all issues of representation arising under this Agreement.

5. INDEPENDENT CONTRACTOR/CONFLICTS OF INTEREST.

Consistent with FIRM's independent contractor status, nothing contained herein shall be deemed to prohibit or limit FIRM from representing parties other than those expressly covered by this Agreement, provided that FIRM shall not represent CITY's officials, officers, employees, board members and commissioners (whether individually or collectively) in disputes with CITY or in any other investigation, administrative proceeding, or litigation against CITY which would conflict with CITY's interests or create any other conflict as prohibited by law or the canons of ethics of the State Bar of California.

6. DISCLOSURE.

7. INDEMNIFICATION.

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

8. INSURANCE REQUIREMENTS.

FIRM shall secure and maintain at its own expense during the life of this Agreement W orkers' Compensation and other insurance coverage in the forms and amounts set forth in the attached Exhibit B, which is incorporated herein by reference.

9. LICENSES, PERMITS, AND COMPLIANCE WITH LAW.

ATTACHMENT E
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10. NOTICES.

To CITY:

W ith copy to:

To FIRM:

Lori M. Asuncion
City Attorney
425 North El Dorado Street, Second Floor
Stockton, CA 95202
Carmen Barragan
425 N El Dorado St
Stockton, CA 95202
Victor Hsu
555 South Flower Street, 41st Floor
Los Angeles, CA 90071

11. LEGAL FEES AND BILLING PRACTICES.

Legal services provided by FIRM under this Agreement shall be charged on a per- assignment basis. In connection therewith CITY agrees to pay the rates as set forth in Exhibit C to this Agreement.

12. TERM, DISCHARGE, AND WITHDRAWAL.

The term of this Agreement (the "Term") shall be for an initial period of five (5) years, and subject to earlier termination as specified herein. The Term may be extended by an instrument in writing signed by both CITY and FIRM.

CITY may discharge FIRM at any time. FIRM may withdraw with CITY's consent or for good cause. Good cause includes CITY's breach of this Agreement, refusal to cooperate or to follow FIRM's advice on a material matter or any fact or circumstance that would render FIRM's continuing representation unlawful or unethical. After services conclude, FIRM will deliver CITY's file and property in FIRM's possession whether or not CITY has paid for all services.

13. DOCUMENT RETENTION POLICY.

CITY is entitled to any files in FIRM's possession relating to the legal services performed by FIRM for CITY, excluding FIRM's internal accounting records and other documents not reasonably necessary to CITY's representation. Once a matter is concluded, FIRM will close the file, and CITY will receive notice and a copy thereof.

ATTACHMENT E
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14. MEDIATION/ARBITRATION; WAIVER OF JURY TRIAL.

If a dispute arises out of or relating to any aspect of this Agreement between CITY and FIRM, or the breach thereof, and if the dispute cannot be settled through negotiation, FIRM and CITY agree to discuss in good faith the use of mediation before resorting to arbitration, litigation, or any other dispute resolution procedure. Nothing herein shall limit or otherwise affect CITY's right under sections 6200-6206 of the California Business and Professions Code to request arbitration of any fee dispute by an independent, impartial arbitrator or panel of arbitrators through a bar association program created solely to resolve fee disputes between lawyers and CITYs. However, should discussions, mediation or non-binding arbitration provided through a local bar association program not resolve the dispute, each party is entitled to pursue all other available legal remedies. The claims or controversies subject to this provision shall include, without limitation, any claim of professional negligence or malpractice.

15. WAIVER
FIRM and its attorneys represent, and for many years have represented, members of the Sackler family and their estates, families, families' trustees, and their interests, including without limitation pharmaceutical companies such as Purdue Pharma among others (collectively the "Sackler Interests"), in numerous and varied ongoing matters, including relating to opioid products of these pharmaceutical companies. In addition, certain of our attorneys are involved in various ways with the currently-pending Purdue Pharma bankruptcy case in New York, In re: Purdue Pharma L.P. et al., No. 19-23649 (Bankr.

S.D.N.Y.), the resolution of which bankruptcy case is currently under appellate review before the U.S. Supreme Court, sub nom. Harrington v. Purdue Pharma L.P., No. 23-124 (0.T. 2023) (argued Dec. 4, 2023). Because of CITY has filed a claim in the Purdue Pharma bankruptcy, CITY and the Sackler Interests may be adverse to one another in this regard so long as the Purdue Pharma bankruptcy case remains unresolved. If CITY nevertheless is willing to consent to FIRM's representing CITY as Bond Counsel and/or Disclosure Counsel notwithstanding FIRM's above-described work for the Sackler Interests in these circumstances, then your signature on this Agreement will confirm to us that CITY consents to and waives any actual or potential conflict of interest that may be deemed to arise in these circumstances and agrees not to seek to disqualify FIRM from representing the Sackler Interests in any matters, in order to enable the FIRM to proceed with representing CITY as Bond Counsel and/or Disclosure Counsel.

16. ATTORNEYS' FEES CLAUSE.

The prevailing party in any action or proceeding arising out of or to enforce any provision of this Agreement, with the exception of a fee arbitration or mediation under Business and Professions Code sections 6200-6206, will be awarded reasonable attorneys' fees and costs incurred in that action or proceeding, or in the enforcement of any judgment or award rendered.

17. ENTIRE AGREEMENT.

This Agreement contains the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties.

ATTACHMENT E
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18. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY.

If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.

19. MODIFICATION BY SUBSEQUENT AGREEMENT.

This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them.

20. AUTHORITY TO CONTRACT.

The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.
"CITY" "FIRM"
LORI M. ASUNCION NORTON ROSE FULBRIGHT US

CITY ATTORNEY LLP
By:

CITY ATTORNEY
By:

Name: V/ t-re012.. 146U

ATTACHMENT E
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EXHIBIT A

SCOPE OF SERVICES

NATURE OF SERVICES REQUIRED
Bond Counsel / Co-Bond Counsel
The scope of services for bond counsel and co-bond counsel may include, but not be limited to, the following:

Examining applicable laws, preparing authorizing documents, consulting with parties to the transactions, reviewing proceedings, and performing additional duties as necessary to render the opinion(s).

Providing advice or opinions as requested regarding any tax covenants or provisions to assure that interest on the bonds will be excluded from gross income for federal income tax purposes.

Reviewing legal and tax issues relating to the structure of the bond issue or projects being financed by the bonds.

Reviewing or preparing the notice of sale or bond or note purchase contract for the bonds or notes, as requested.

ATTACHMENT E
77 REV 2022-05-17
Providing continuing legal advice, as requested, on issues related to the sale and the administration of obligations.

In cases where a separate disclosure counsel is not retained by the issuer, performing the duties described under DISCLOSURE/CO-DISCLOSURE COUNSEL.

Provide guidance on issue price.

Providing other legal opinions as required.

Participating in meetings, as requested, relating to the issuance or administration of bonds or notes.

Preparing the official transcript for the bond or note issue.

Provide training, as requested; and
Any additional duties as requested for specific bonds.

DISCLOSURE/CO-DISCLOSURE COUNSEL
The scope of duties may include, but is not limited to, the following:

Preparing the preliminary and final official statements, including any supplements and related certificates.

Preparing the Notice of Sale, if requested.

Preparing disclosure on the City of Stockton, known as Appendix A, to the preliminary and final official statements for use in all offering documents.

Providing a "10b-5" letter of negative assurance with respect to the preliminary and final official statements.

Reviewing or preparing the continuing disclosure undertaking of the issuer.

Providing advice and review on matters relating to continuing disclosure compliance, annual reporting requirements, listed event notices, and policies and procedures.

Reviewing, as necessary, applicable laws and pertinent documents.

Providing disclosure training to the issuer, borrower, and other obligated parties.

ATTACHMENT E
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Participating in meetings and discussions with various parties, including investors, rating agencies, or credit providers as requested; and
Reviewing any investor presentations or advertising materials.

ATTACHMENT E
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Exhibit B:

Insurance Requirements for Consultant Services
FIRM (referred to in this Exhibit as "Contractor" or "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.

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

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

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

ATTACHMENT E
80 REV 2022-05-17
Additional Insured Status
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read "City of Stockton, its officers, officials, employees, and volunteers." Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

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

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

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

ATTACHMENT E
81 REV 2022-05-17
provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.

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

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

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

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

2. Insurance must be 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.

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

Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:

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

ATTACHMENT E
83 REV 2022-05-17
U.

EXHIBIT C

COMPENSATION
Mello-Roos (CFC)) $10-25 million $70,000 $35,000 $45,000 Bonds* $25-40 million I $103,000 $65,000 $45,000
$40 million and up $108,000 $70,000 $45,000
Certificates of Any $103,000 $75,000 $43,000
Participation/Lease
Revenue Bonds
! Water/Sewer $10-25 million I $80,000 $45,000 $50,000
Revenue Bonds $25-40 million $82,000 $47,000 $50,000
$40 million and up $85,000 $50,000 $50,000
1913/15 Act* $10-25 million $70,000 $35,000 $45,000
Assessment Bonds $25-40 million $103,000 $65,000 $45,000 $40 million and up $108,000 $70,000 $45,000
Marks-Roos Any $103,000 $75,000 $43,000
Revenue Bondst
Additional:
*Bond Counsel fee does not include formation costs which are $30,000 for AD/CFD. Reduced fee for each subsequent series for Bond Counsel: $35,000 (for $10 million par), $55,000 (for $25 million par), and $60,000 (for $40 million par).
tAssumes the City general fund is the underlying credit.

ATTACHMENT E
84 REV 2022-05-17

W I T N E S S E T H
The City Attorney of the City of Stockton provides legal counsel and representation to the CITY and the Council members, Board members, officers, and employees of the CITY; and
Pursuant to Section 1306 of the Charter of the City of Stockton, the City Attorney shall not retain or employ outside counsel without the approval of the City Council; and On _______________, 2023, the City Council approved Council Resolution No. ________________, authorizing the City Attorney to enter into this Agreement; and The CITY and FIRM have determined that FIRM is especially qualified to provide bond counsel and disclosure counsel advice and representation on behalf of the CITY.

NOW, THEREFORE, in consideration of these premises and the following terms and conditions, FIRM and CITY agree as follows:

1. CONDITIONS AND BILLING ATTORNEY DESIGNATION.

This Agreement will take effect and FIRM will only be obligated to provide legal services as needed once this Agreement is fully signed and initialed by both parties. Upon receipt of the signed Agreement, Lolly Enriquez, William Strausz, Trisha Ortiz will be the attorney(s) primarily responsible for all work performed under this Agreement unless otherwise authorized by CITY.

2. SCOPE OF SERVICES.

CITY hires FIRM to, as may be requested by CITY from time to time, provide legal services as described more particularly in Exhibit A, which is incorporated herein by this reference.

3. CITY’S DUTIES.

CITY agrees to be truthful with FIRM, to cooperate, to keep FIRM informed of any information or developments which may come to CITY’s attention, to abide by this Agreement, to pay FIRM’s bills on time, and to keep FIRM advised of CITY’s address, telephone number, and whereabouts. CITY will assist FIRM in providing necessary information and documents.

4. CONFLICTS OF INTEREST.

By accepting representation of CITY, FIRM acknowledges that it has undertaken reasonable and customary efforts to determine whether there are any potential conflicts of interest or adversity of positions between CITY and any other person or entity in accordance

ATTACHMENT F
85 REV 2022-05-17

5. INDEPENDENT CONTRACTOR/CONFLICTS OF INTEREST.

6. DISCLOSURE.

7. INDEMNIFICATION.

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

8. INSURANCE REQUIREMENTS.

9. LICENSES, PERMITS, AND COMPLIANCE WITH LAW.

10. NOTICES.

ATTACHMENT F
86 REV 2022-05-17

To CITY: Lori M. Asuncion
C i t y A t t o r n e y
425 North El Dorado Street, Second Floor
Stockton, CA 95202

With copy to: Carmen Barragan
425 N El Dorado St
Stockton, CA 95202

To FIRM: Lolly Enriquez
350 South Grand Avenue, 37
th Floor
Los Angeles, CA 90071

11. LEGAL FEES AND BILLING PRACTICES.

Legal services provided by FIRM under this Agreement shall be charged on a per- assignment basis. In connection therewith CITY agrees to pay the rates as set forth in Exhibit C to this Agreement.

12. TERM, DISCHARGE, AND WITHDRAWAL.

The term of this Agreement (the “Term”) shall be for an initial period of five (5) years, and subject to earlier termination as specifie d herein. The Term may be extended by an instrument in writing signed by both CITY and FIRM.

CITY may discharge FIRM at any time. FIRM may withdraw with CITY’s consent or for good cause. Good cause includes CITY’s breach of this Agreement, refusal to cooperate or to follow FIRM’s advice on a material matter or any fact or circumstance that would render FIRM’s continuing representation unlawful or unethical. After services conclude, FIRM will deliver CITY’s file and property in FIRM’s possession whether or not CITY has paid for all services.

13. DOCUMENT RETENTION POLICY.

CITY is entitled to any files in FIRM’s possession relating to the legal services performed by FIRM for CITY, excluding FIRM’s internal accounting records and other documents not reasonably necessary to CITY’s representation. Once a matter is concluded, FIRM will close the file, and CITY will receive notice and a copy thereof.

ATTACHMENT F
87 REV 2022-05-17

14. MEDIATION/ARBITRATION; WAIVER OF JURY TRIAL.

If a dispute arises out of or relating to any aspect of this Agreement between CITY and FIRM, or the breach thereof, and if the dispute cannot be settled through negotiation, FIRM and CITY agree to discuss in good faith the use of mediation before resorting to arbitration, litigation, or any other dispute resolution procedure. Nothing herein shall limit or otherwise affect CITY’s right under sections 6200-6206 of the California Business and Professions Code to request arbitration of any fee dispute by an independent, impartial arbitrator or panel of arbitrators through a bar association program created solely to resolve fee disputes between lawyers and CITYs. However, should discussions, mediation or non-binding arbitration provided through a local bar association program not resolve the dispute, each party is entitled to pursue all other available legal remedies. The claims or controversies subject to this provision shall include, without limitation, any claim of professional negligence or malpractice.

15. ATTORNEYS’ FEES CLAUSE.

The prevailing party in any action or proceeding arising out of or to enforce any provision of this Agreement, with the exception of a fee arbitration or mediation under Business and Professions Code sections 6200-6206, will be awarded reasonable at torneys’ fees and costs incurred in that action or proceeding, or in the enforcement of any judgment or award rendered.

16. ENTIRE AGREEMENT.

This Agreement contains the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties.

17. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY.

If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.

18. MODIFICATION BY SUBSEQUENT AGREEMENT.

This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them.

19. AUTHORITY TO CONTRACT.

The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

“ C I T Y ” “ F I R M ”

ATTACHMENT F
88 REV 2022-05-17

LORI M. ASUNCION RICHARD, WATSON & GERSHON

CITY ATTORNEY A PROFESSIONAL CORPORATION

By: ______________________ By: ______________________ CITY ATTORNEY Name:

Lolly A. Enriquez

ATTACHMENT F
89 REV 2022-05-17

EXHIBIT A

SCOPE OF SERVICES

NATURE OF SERVICES REQUIRED

Bond Counsel / Co-Bond Counsel

The scope of services for bond counsel and co-bond counsel may include, but not be limited to, the following:

Examining applicable laws, preparing authorizing documents, consulting with parties to the transactions, reviewing proceedings, and performing additional duties as necessary to render the opinion(s).

Providing advice or opinions as requested regarding any tax covenants or provisions to assure that interest on the bonds will be excluded from gross income for federal income tax purposes.

Reviewing legal and tax issues relating to the structure of the bond issue or projects being financed by the bonds.

Reviewing or preparing the notice of sale or bond or note purchase contract for the bonds or notes, as requested.

ATTACHMENT F
90 REV 2022-05-17

Providing continuing legal advice, as requested, on issues related to the sale and the administration of obligations.

In cases where a separate disclosure counsel is not retained by the issuer, performing the duties described under DISCLOSURE/CO-DISCLOSURE COUNSEL.

Provide guidance on issue price.

Providing other legal opinions as required.

Participating in meetings, as requested, relating to the issuance or administration of bonds or notes.

Preparing the official transcript for the bond or note issue.

Keeping the CFO informed of rulings i ssued by federal and State regulatory agencies including, but not limited to, the U.S. Securities Exchange Commission, Internal Revenue Service and Municipal Securities Rulemaking Board, which impact the issuance of the bonds and/or administration of bonds.

Provide training, as requested; and

Any additional duties as requested for specific bonds.

DISCLOSURE/CO-DISCLOSURE COUNSEL

The scope of duties may include, but is not limited to, the following:

Preparing the preliminary and final official statements, including any supplements and related certificates.

Preparing the Notice of Sale, if requested.

Preparing disclosure on the City of Stockton, known as Appendix A, to the preliminary and final official statements for use in all offering documents.

Providing a ''10b-5” letter of negative assurance with respect to the preliminary and final official statements.

Reviewing or preparing the continuing disclosure undertaking of the issuer.

Providing advice and review on matters relating to continuing disclosure compliance, annual reporting requirements, listed event notices, and policies and procedures.

Reviewing, as necessary, applicable laws and pertinent documents.

Providing disclosure training to the issuer, borrower, and other obligated parties.

ATTACHMENT F
91 REV 2022-05-17

Participating in meetings and discussions with various parties, including investors, rating agencies, or credit providers as requested; and

Reviewing any investor presentations or advertising materials.

ATTACHMENT F
92 REV 2022-05-17

Exhibit B:

Insurance Requirements for Consultant Services

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

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

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

Other Insurance Provisions

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

ATTACHMENT F
93 REV 2022-05-17

AAdditional 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.

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

ATTACHMENT F
94 REV 2022-05-17

provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.

SSelf-Insured Retentions

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

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

2. Insurance must be 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 w ith another claims- made policy form w ith 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.

ATTACHMENT F
95 REV 2022-05-17

VVerification of Coverage

Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:

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

ATTACHMENT F
96 REV 2022-05-17

EXHIBIT C

COMPENSATION

ATTACHMENT F
97 ATTACHMENT G
98 ATTACHMENT G
99 ATTACHMENT G
100

ATTACHMENT G
101

ATTACHMENT G
102

ATTACHMENT G
103

ATTACHMENT G
104

ATTACHMENT G
105

ATTACHMENT G
106

ATTACHMENT G
107

ATTACHMENT G
108

ATTACHMENT G
109

ATTACHMENT G
110
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION AUTHORIZING THE CITY ATTORNEY TO ENTER INTO
AGREEMENTS WITH SEVEN (7) FIRMS FOR PROFESSIONAL BOND AND

DISCLOSURE COUNSEL SERVICES

On September 25, 2023, a Request For Statement of Qualifications (RSOQ) for Professional Bond and Disclosure Counsel Services was posted soliciting responses for the purposes of establishing a Pool for; and

After a review by the selection committee, based on qualifications and area specific expertise, seven (7) of the seven (7) firms responding to the RSOQ have been selected to participate in the pool to provide Professional Bond and Disclosure Counsel Services:

(1) Jones Hall, a Professional Law Corporation; (2) Hawkins Delafield & Wood ; (3) Orrick, Herrington & Sutcliffe; (4) Norton Rose Fulbright ; (5) Arent Fox Schi ff; (6) Richards Watson & Gershon; and (7) Stradling Yocca Carlson & Rauth; now, therefore,

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

1. Those certain "Agreements for Legal Services" between the City of Stockton and each of the firms aforementioned are hereby authorized and approved for the establishment of a Pool for Bond Counsel Services.

2. That the City Attorney is hereby authorized and directe d to execute an agreement for legal services with each firm on behalf of the City of Stockton.

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
111
City of Stockton
Legislation Text
File #: 24-0135, Version: 1

APPOINTMENT TO THE AVA COMMUNITY ENERGY ADVISORY COMMITTEE

RECOMMENDATION
Adopt a resolution appointing Davis Harper to fill a vacancy for the Ava Community Energy Advisory Committee for a two year term commencing immediately ending December 31, 2025

DISCUSSION
Background
The Community Advisory Committee (CAC) consists of twelve members (ten appointed by the Board of Directors to represent five service area regions, and two At Large members appointed by the Alameda County Mayors' Conference) plus five Alternates. The committee acts as a liaison between key stakeholders and our Board, holding public committee meetings on a regular basis. The CAC’s members are community stakeholders appointed by the Ava Board of Directors to provide advice and recommendations to the Ava Board. The CAC is not a decision-making entity.

The Office of the City Clerk initiated the recruitment to fill the vacancy.

1. The City Clerk conducted the initial applicant interviews, which are recorded so that the Council can view from the archive; and,

2. The Council makes the appointment at a regularly scheduled Council meeting.

The City Clerk's Office scheduled interviews on February 29, 2024. The following applicants appeared and were interviewed using a list of prepared questions.

1. Davis Harper

2. Mary Elizabeth
On March 5, 2024 Mary Elizabeth withdrew her application.

Present Situation
With Davis Harper being the only applicant due to a withdrawal, Council Policy 3.02 Section 11. F. provides that if the number of applicants is less than or equal to the number of vacancies, Council may proceed to fill any number of vacancies from the available list. Subject to Council ratification, it is recommended that David Harper be appointed to fill the vacancy for the City of Stockton for a term commencing immediately and ending December 31, 2025.

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File #: 24-0135, Version: 1

FINANCIAL SUMMARY
There is no financial impact to the General Fund from this appointment.

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Submit Date: Jan 04, 2024
Email Address
First Name Last Name
Street Address
City State Postal Code
Primary Phone Alternate Phone
Employer Job Title Occupation
Application for appointment and background information for City of Stockton Boards, Commissions, and Committees
Profile
What district do you live in? *
District 4
I declare under penalty of disqualification/termination that I have been a resident at the above address for years/months?
1132 S Tuxedo Ave
The City of Stockton uses email as the preferred method of communication regarding your application. Is this acceptable to you?
Yes No
Employer Address
Are you currently serving on a City of Stockton Board, Commission, or Committee? Yes No
Which Boards would you like to apply for?
Ava Community Energy Advisory Committee: Submitted
Davis Harper
Stockton CA
Davis Harper
Attachment A
114
I have been a resident of Stockton for at least 3 years.

Yes No
Interests & Experiences
Please tell us about yourself and why you want to serve.

I'm a climate justice policy advocate and dedicated supporter of Community Choice Aggregation, with deep understanding of the key regulatory issues surrounding CCAs, familiarity with legislative processes and extensive experience working with local governments.

Please state the reason you would like to be a member of this board/commission.

I'm interested in supporting policy and programmatic solutions at Ava Community Energy to reduce climate impacts, industry pollution, and high utility bills; build energy resilience for communities vulnerable to power outages; and create quality jobs in Stockton and the surrounding region, in alignment with Ava's clean energy and local development objectives.

Have you served on an advisory group before?
Yes No
How did you hear about the position?
The call for applications on the city's website was shared to me by a colleague.

City Council Policy 100-2 states that Commissioners are required to attend meetings on a regular basis. If appointed, will you be able to attend meetings regularly and devote the time necessary to fulfill your duties as a member?
Yes No
Do you or immediate family members have any relationship (professional, financial, other) that may present a potential conflict of interest for this advisory group? Yes No
Davis Harper
Attachment A
115
Upload a Resume
If yes, please explain
The nonprofit organization I work for may be eligible for particular programmatic funding streams from Ava Community Energy. I would recuse myself from voting on any decisions that could foreseeably have a financial impact on the organization I work for.

Background Information
Based on your best judgment, does this Commission make decisions that may affect any sources of income, interests in real property, or investments of you or your spouse? Yes No
Voter Registration (Questions appear if required)
Submit Application
Enter Your Initials:

DH
Date Signed
January 4, 2024
Davis Harper
Attachment A
116
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPOINTING ONE MEMBER TO THE AVA COMMUNITY ENERGY

ADVISORY COMMITTEE

The Community Advisory Committee (CAC) consists of twelve members (ten appointed by the Board of Directors to represent five service area regions, and two At Large members appointed by the Alameda County Mayors' Conference) plus five Alternates. There is currently one vacancy; and

The term for this position will begin immediately and end December 31, 2025; now, therefore,

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

1. The City Council hereby appoints Davis Harper to the AVA Community Energy Advisory Committee, for a term effective immediately , and ending on December 31, 2025.

PASSED, APPROVED, and ADOPTED March 12, 2024 .

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

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

117
City of Stockton
Legislation Text
File #: 24-0189, Version: 1

RATIFY APPOINTMENT TO PLANNING COMMISSION

RECOMMENDATION
It is recommended that City Council adopt a resolution ratifying an appointment to the Stockton Planning Commission to fill a vacated term representing Council District 1. The partial term will begin upon appointment and end January 31, 2027.

Summary
Due to the resignation of the District 1 representative on the Planning Commission, there is one vacancy to be filled by Council ratification this evening.

DISCUSSION
Background
Charter Article XXIV requires that each Councilmember nominate a candidate from the district he/she represents to sit on the Planning Commission and the City Council ratifies the appointments. The term of office is four-years and may be reappointed for a second term but may not serve more than two consecutive terms.

Present Situation
Councilmember Padilla has received applications to fill the partial term on the Planning Commission.

Below is the recommendation presented to Council for ratification this evening.

Planning Commission partial term will begin immediately and end January 31, 2027:

District 1: Fernando Duarte

FINANCIAL SUMMARY
There is no financial impact to the General Fund from the appointment of Planning Commissioners.

Planning Commissioners receive a $25 per meeting stipend and sufficient funding is available in account 048-1810-510 (Community Development).

Attachment A - Redacted Application
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Submit Date: Mar 07, 2024
Email Address
First Name Last Name
Street Address
City State Postal Code
Primary Phone Alternate Phone
Employer Job Title Occupation
Application for appointment and background information for City of Stockton Boards, Commissions, and Committees
Profile
Ethnicity
Gender
What district do you live in? *
District 1
I declare under penalty of disqualification/termination that I have been a resident at the above address for years/months?
13 months
The City of Stockton uses email as the preferred method of communication regarding your application. Is this acceptable to you?
Yes No
Employer Address
Fernando Duarte
Stockton CA
Fernando Duarte
Attachment A
119
Are you currently serving on a City of Stockton Board, Commission, or Committee? Yes No
If yes, please list
Salary setting
Which Boards would you like to apply for?
Planning Commission: Submitted
Question applies to multiple boards
NOTE: This Board requires membership with one of the following groups. If none, please remove board from your application. Are you knowledgeable, have experience in, or extensive background in any of the following areas? Select all that apply. * Active in community activities significant enough to confirm knowledge of issues and individuals within the community
Possess decision-making abilities
Understanding of Ethnic/Gender Diversity
Willingness to tolerate/promote change
I have been a resident of Stockton for at least 3 years.

Yes No
Interests & Experiences
Please tell us about yourself and why you want to serve.

I’m a life long resident, father of 4 Business owner, college grad, previously a teacher now Please state the reason you would like to be a member of this board/commission.

I’m a life long resident, that views community participation a duty.

Have you served on an advisory group before?
Yes No
Fernando Duarte
Attachment A
120
If yes, please explain.

Salary setting committee
City Council Policy 100-2 states that Commissioners are required to attend meetings on a regular basis. If appointed, will you be able to attend meetings regularly and devote the time necessary to fulfill your duties as a member?
Yes No
Do you or immediate family members have any relationship (professional, financial, other) that may present a potential conflict of interest for this advisory group? Yes No
Background Information
Based on your best judgment, does this Commission make decisions that may affect any sources of income, interests in real property, or investments of you or your spouse? Yes No
Voter Registration (Questions appear if required)
Submit Application
Enter Your Initials:

Fd
Date Signed

03.07.24 Fernando Duarte
Attachment A
121
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPOINTING ONE MEMBER THE STOCKTON PLANNING

COMMISISON

Positions on the Planning Commission are directly appointed by City Councilmembers with terms that coincide with the appointing Councilmember; and

The District 1 position has been vacated due to the resignation of Rajan Nathaniel on February 13, 2024; and

Councilmember Padilla has reviewed applications and has made a nomination for appointment; now, therefore,

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

1. The following applicant is found to have met the criteria for appointment and is authorized to serve as a member of the Planning Commission for a partial term to commence on appointment and ending January 31, 2027:

District 1: Fernando Duarte

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

PASSED, APPROVED and ADOPTED 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
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City of Stockton
Legislation Text
File #: 24-0239, Version: 1

APPROVAL OF CITY COUNCIL MINUTES

RECOMMENDATION
Approve the minutes from the City Council meetings of December 5, 2023, December 12, 2023, December 19, 2023, and January 23, 2024.

Attachment A - 2023-12-05 Minutes
Attachment B - 2023-12-12 Minutes
Attachment C - 2023-12-19 Minutes
Attachment D - 2024-01-23 Minutes
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City of Stockton
Legislation Text
File #: 24-0091, Version: 1
ADOPT A RESOLUTION AUTHORIZING CONTRACT AMENDMENT NO. 4 WITH SNF POLYDYNE, INC. FOR THE PURCHASE OF WASTEWATER TREATMENT POLYMER

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

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

2. Authorize the City Manager to execute a two (2) year contract extension with SNF Polydyne, Inc. for a not-to-exceed amount of $6,386,500.

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

Summary
On May 12, 2020, the City Council authorized a five (5) year contract with SNF Polydyne, Inc. (Polydyne) by Motion No. 2020-05-12-1107 for the purchase of two polymers for the Municipal Utilities Department (MUD) Wastewater Operations Division. The total price for the five-year contract was $1,650,000. Subsequent Amendments No. 1 through No. 3 approved unit cost changes and added a new polymer product for use with a newly installed centrifuge as part of the RWCF Plant Modifications Project. The contract total price remains at $1,650,000.

If approved by Council, this action will authorize Amendment No. 4 to the contract with SNF Polydyne, Inc. extending it for two additional years through June 30, 2027, and increasing the not-to- exceed amount to $6,386,500.

DISCUSSION
Background
The Regional Wastewater Control Facility (RWCF) uses various polymer chemicals as coagulants that thicken solids in wastewater to make it easier to separate and remove during the treatment process. The type, quantity, and dosing rate of polymer used in the wastewater treatment process is determined by the characteristics of the type of wastewater being treated. A product that works for one treatment plant may not work for another due to the varying nature of wastewater and the need to meet specific treatment criteria.

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File #: 24-0091, Version: 1
On May 12, 2020, the Council authorized a five (5) year contract with SNF Polydyne, Inc. (Polydyne) by Motion No. 2020-05-12-1107 for the purchase of two polymers for the Municipal Utilities Department’s (MUD’s) Wastewater Operations Division. The total price for the five-year contract was $1,650,000. The contract is set to expire on June 30, 2025. Amendments No. 1 and 2 approved unit cost changes in 2022 and 2023. In December 2023, Contract Amendment No. 3 was executed to add the polymer for use with the new centrifuge to the contract at a cost of $1.850 per pound. The contract not-to-exceed price remained at $1,650,000.

Present Situation
In September 2023, the Regional Wastewater Control Facility (RWCF) Plant Modifications Project began testing various polymers for use at the new centrifuge dewatering area. Preliminary testing determined that the Polydyne WE-2398 product would work with the new system and the type of wastewater treated at the RWCF to improve dewatering performance. Additional product testing confirmed the preliminary results.

Staff recommends that the City Council approve a resolution authorizing Contract Amendment No. 4 with SNF Polydyne, Inc. to extend the contract for two additional years through June 30, 2027, and increase the not-to-exceed amount to $6,386,500. A summary of the pricing is below Polymer Price $/lb Estimated* Annual
Use, Tons
Total
NW-127 (BFP) $0.227 455 $1,655,500.00
WE-906 (GBT) $1.318 20 $273,700.00
WE-2398 (Centrifuge) $1.850 300 $4,457,300.00
Total $6,386,500.00
Note: contract approved increases are included in the total amount shown.

Findings
Pursuant to Stockton Municipal Code Section 3.68.070, Council may approve findings that support an exception to the competitive bidding process. Proposed findings to support this purchase are:

1. All wastewater streams are unique and require performance testing to determine the specific product that will achieve desired treatment results.

2. Performance-based testing is a lengthy process to allow full evaluation of product viability for long-term use.

3. Performance-based testing was performed as part of the RWCF Plant Modifications Project, resulting in a specific polymer product recommendation for use with the newly constructed centrifuge dewatering system.

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4. SNF Polydyne has provided consistent product and service to the City throughout the contract period.

5. It is in the City’s best interest to extend the current contract for an additional two (2) years while construction of the RWCF Plant Modifications project is completed and all processes are online and operating as designed.

FINANCIAL SUMMARY
There is sufficient budget in Fiscal Year (FY) 2023-24. Future annual purchases will be budgeted in the same account and be presented to the Council for approval during the annual budget process.

There is no impact to the General Fund, or any other restricted fund, as a result of taking the recommended action.

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Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING EXCEPTIONS TO THE COMPETITIVE BIDDING PROCESS AND AUTHORIZING CONTRACT AMENDMENT NO . 4 WITH SNF POLYDYNE, INC. FOR THE PURCHASE OF WASTEWATER TREATMENT POLYMER

Polymer is used in the wastewater treatment process to improve dewatering and solids removal; and

The type and quantity of polymer used is unique to each wastewater stream and relies on performance-based testing to determine the best product; and

The City Council authorized a five (5) y ear contract with SNF Polydyne, Inc., Motion 2020-05-12-1107, for the purchase of polymer. The total price for the five -year contract was $1,650,000; and

Subsequent Amendments 1 through 3 approved unit cost changes and added a new polymer to the contract for operation of the newly installed dewatering centrifuge, but did not increase the total contract price; and

SNF Polydyne, Inc. has provided consistent polymer products and service over the contract period; now, therefore,

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

1. The City Council approves findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process for the contract extension with SNF Polydyne, Inc.:

a. All wastewater streams are unique and require performance testing to determine the specific product that will achieve desired results.

b. Performance-based testing is a lengthy process to allow full evaluation of product viability for long-term use.

c. Performance-based testing was performed as part of the RWCF Plant Modifications Project resulting i n a specific polymer product recommendation for use with the newly constructed centrifuge dewatering system.

d. SNF Polydyne, Inc has provided consistent products and services to the City throughout the contract period.

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e. It is in the City’s best interest to extend the current contract for an additional two years while construction of the RWCF Plant Modifications project is completed and all processes are on-line and operating as designed.

2. The City Council authorizes the City Manager to execute a two-year contract extension with SNF Polydyne, Inc . of Riceboro, Georgia , with a not -to-exceed amount of $6,386,500 (Exhibit 1 to the Resolution).

3. The City Manager or designee is hereby authorized to take appropriate and necessary 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

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Legislation Text
File #: 24-0102, Version: 1

AWARD A CONSTRUCTION CONTRACT TO SAK CONSTRUCTION LLC FOR THE BROOKSIDE

SOUTH STORMWATER PUMP STATION DISCHARGE PIPE REHABILITATION

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

1. Approve the filing of Notice of Exemption No. NOE 31-23 under the California Environmental Quality Act (CEQA) for the Brookside South Storm Pump Station Discharge Pipes Rehabilitation, Project No. US24006 (Exhibit 1 to the Resolution).

2. Approve the project Plans and Specifications for the Brookside South Storm Pump Station Discharge Pipes Rehabilitation, Project No. US24006.

3. Award a construction contract of $153,555 to SAK Construction LLC, of O’Fallon, MO, for the Brookside South Storm Pump Station Discharge Pipes Rehabilitation, Project No. US24006 (Exhibit 2 to the Resolution).

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

Summary
The Municipal Utilities Department (MUD) operates the Brookside South Storm Pump Station located at 2921 Brookside Road. The pump station collects stormwater from the south Brookside neighborhood and discharges the water through the levee into the Calaveras River with three (3) 18- inch and one (1) 10-inch steel pipelines. The MUD is responsible for stormwater station service and repairs while Reclamation District 2074 is responsible for monitoring and maintaining the Brookside levee. An inspection found water leaking from cracks in at least two (2) of the stormwater discharge pipes.

This action will provide project funding to SAK Construction LLC, of O’Fallon, MO, to repair the damaged stormwater discharge pipes at the Brookside South Storm Pump Station with a cured-in- place-pipe (CIPP) lining. If approved by the City Council, this action will authorize the award of a construction contract in the amount of $153,555 to SAK Construction LLC.

DISCUSSION
Background
An inspection revealed cracks in at least two discharge pipes between the stormwater station pumps and landside slope of the levee. The project will repair the pipeline cracks with the installation of CIPP in three discharge pipes measuring 18-inches and one discharge pipe measuring 10-inches. The use City of Stockton Printed on 3/7/2024Page 1 of 3
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of CIPP is a common method of trenchless rehabilitation and restoration used to repair pipelines throughout the US. The process will consist of inserting a resin-impregnated flexible tube through the damaged pipe, then inflating the tube to the inside diameter of the pipe using water or air and curing the tube using hot water or steam. During the curing period, the heat activates the resin causing it to harden, creating a newly fitted pipe wall within the original pipe that will last many years. The successful use of trenchless repair will reduce project costs and avoid complex levee excavation, removing the damaged pipe and re-installing a new pipe section.

Present Situation
On October 5, 2023, the MUD advertised the project in the Stockton Record and posted it to the City’s Bid Flash webpage. Additionally, notifications were sent through Ask Stockton. A non- mandatory pre-bid conference meeting was held on October 26, 2023, with two (2) prospective bidders in attendance. A field visit was conducted after the pre-bid conference. On Thursday, November 9, 2023, three (3) sealed bids were received and publicly opened by the City Clerk with the following results:

COMPANY NAME LOCATION BID PRICE
SAK Construction, LLC O’Fallon, MO $153,555
Insituform Technologies, LLC Chesterfield, MO $197,460
California Trenchless, Inc. Hayward, CA $320,650
Engineer’s Estimate $228,500
The bid received by SAK Construction LLC is regular in all aspects and complies with the project specifications.

Staff recommends that the City Council award a Construction Contract in the amount of $153,555 to SAK Construction LLC for the Brookside South Storm Pump Station Discharge Pipes Rehabilitation, Project No. US24006.

Local Employment Ordinance
The contract amount is over $100,000 and subject to the Local Employment Ordinance, which requires that “all City contracts for public works or improvements of the estimated value or City subsidy of $100,000 or more shall contain provisions pursuant to which the contractor promises to make a good faith effort, with the assistance of local labor union hiring halls or community organizations designated by the City to employ qualified individuals who are, and have been for one year prior to the effective date of the contract, residents of Stockton in sufficient numbers so that no less than 50 percent of the contractor’s total construction workforce, including any subcontractor workforce, measured in labor work hours, is comprised of Stockton residents.” The Local Preference Ordinance, which states that “preference shall be given to the purchase of supplies, materials, equipment, and contractual services from local merchants, quality and price being equal,” does not apply to the project because none of the bidders are located within the limits of City of Stockton or San Joaquin County.

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The project is under $1,000,000 and not subject to the Community Workforce and Training Agreement.

Environmental Clearance
It has been determined that this project is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) guidelines as specified under Article 19, Section 15302, Class 2 (c) of the CEQA guidelines because it concerns the replacement or reconstruction of an existing public facility where the new structure will be located on the same site as the structure replaced. The project will have substantially the same purpose and capacity as the structure replaced.

In addition, the proposed project is consistent with the Envision Stockton 2040 General Plan, Land Use Policy 6.3. It improves existing utility services to ensure that all neighborhoods have access to well-maintained public facilities and utilities that meet community service needs.

FINANCIAL SUMMARY
There are sufficient funds available in the Stormwater CIP account to award the Construction Contract in the amount of $153,555 to SAK Construction LLC of O’Fallon, MO, for the Brookside South Storm Pump Station Discharge Pipes Rehabilitation, Project No. US24006.

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

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Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING THE FILING OF A NOTICE OF EXEMPTION NO. NOE 31- 23, APPROVING THE PROJECT PLANS AND SPECIFICATIONS, AND AWARDING A CONSTRUCTION CONTRACT IN THE AMOUNT OF $153,555 TO SAK

CONSTRUCTION, LLC , FOR THE BROOKSIDE SOUTH STORM PUMP STATION DISCHARGE PIPES REHABILITATION (PROJECT NO. US24006)

On November 9, 2023, the City Clerk of the City of Stockton opened, examined, and publicly declared the sealed bids offered for the Brookside South Storm Pump Station Discharge Pipes Rehabilitation (Project No. US24006); and

SAK Construction LLC is the low bidder in the amount of $153,555; and

The bid submitted by SAK Construction LLC , is regular and responsive in all aspects; and

The project conform s with the City’s General Plan and is exempt from the requirements of the California Environmental Quality Act (CEQA) as specified under Article 19, Section(s) 15302, Class 2 (c), of the CEQA Guidelines; The project also conforms with the Stockton General Plan based on Policy Land Use – 6.3; now, therefore,

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

1. Approve the filing of the Notice of Exemption No. NOE 31-23 under CEQA for the Brookside South Storm Pump Station Discharge Pipes Rehabilitation (Project No.

US24006), a copy of which is attached as Exhibit 1 and incorporated by this reference.

2. The City Council approves the project Plans and S pecifications for the Brookside South Storm Pump Station Discharge Pipe s Rehabilitation ( Project No.

US24006).

3. The City Council authorize s the City Manager to execute a construction contract with SAK Construction LLC, of O’Fallon, Missouri, in the amount of $153,555 for the Brookside South Storm Pump Station Discharge Pipe s Rehabilitation (Project No.

US24006), a copy of which is attached as Exhibit 2 and incorporated by this reference.

4. The City Manager or his designee is authorized and directed to execute all documents, including but not limited to, agreements and amendments.

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5. The City Manager is hereby authorized to take appropriate and necessary 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
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CITY OF STOCKTON

NOTICE OF EXEMPTION
TO: COUNTY CLERK FROM: Lead Agency
COUNTY OF SAN JOAQUIN City of Stockton
44 N. San Joaquin St., Ste. 260 c/o Municipal Utilities Department Stockton, CA 95202 2500 Navy Drive
Stockton, CA 95206
NOTICE OF EXEMPTION PURSUANT TO PUBLIC RESOURCES CODE SECTION 21152(B) AND CALIFORNIA CODE OF REGULATIONS TITLE 14, SECTION 15062

PROJECT DATA
Project Title: Brookside Estates South Storm Pump Station Improvements – Project No, US24006 CEQA Exemption File No.: NOE 31-23
Applicant: City of Stockton Municipal Utilities Department Project Description/Location: The City of Stockton’s MunicipalUtilities Department will be installing three (3) 145 feet of 18and one (1) 145 feet of 10” Cured-in-Place Pipe (CIPP) located at 2921 Brookside Road, Stockton, CA, 95219. See attachment A for more information.

DETERMINATION/FINDING OF EXEMPTION
The above-described activity/project is exempt from the environmental assessment requirements of the California Environmental Quality Act (CEQA) pursuant to the following section(s) of the State CEQA Guidelines (California Code of Regulations, Title 14):

The activity is not a "project" as defined in CEQA Guidelines Section 15378.

The activity is exempt under the "general rule" at CEQA Guidelines Section15061(B)(3).

The project is "Statutorily Exempt" per CEQA Guidelines Section: __________ X The project is "Categorically Exempt" per CEQA Guidelines Section 15302(c).

BASIS FOR FINDING OF EXEMPTION
The activity does not qualify as a project and/or clearly could not have a significant effect on the environment and, therefore, CEQA does not apply.

X The activity constitutes a discretionary project under the City's jurisdiction and qualifies as a project which has been determined not to have a significant effect on the environment and, therefore, is exempt from the provisions of CEQA under the above-noted statutory or categorical exemption(s).

C. MEL LYTLE, Ph. D. June 12, 2023

MUNICIPAL UTILITIES DEPARTMENT (DATE OF PREPARATION)
By
Kelly Sao, Associate Engineer (DATE OF FINAL APPROVAL) _____________________________________________________________________________________________

AFFIDAVIT OF FILING AND POSTING
I declare that on the date stamped above, I received and posted this notice or included it on a list of such notices which was posted as required by California Public Resources Code Section 21152(B). Said notice or list of notices will remain posted for 35 days from the filing date.
___________________________________________ ________________________________________________ Signature Title
_________________________________________
Posting Period Ending Date
elly Sao, Asssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssoci ate Engi
EXHIBIT 1
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CONSTRUCTION CONTRACT

FOR THE BROOKSIDE SOUTH STORM PUMP STATION
DISCHARGE PIPES REHABILITATION, PROJECT NO. US24006
This
c ontract is made and entered into on _____________, by and between SAK CONSTRUCTION, LLC, a STATE OF MISSOURI CORPORATION, with a business address at 864 HOFF ROAD, O ’FALLON, MO 63366, hereinafter called "CONTRACTOR," and CITY OF STOCKTON , a municipal corporation, hereinafter called "CITY."

W I T N
E S S E T H:

WHE
REAS, plans and specifications for the construction of BROOKSIDE SOUTH STORM PUMP STATION DISCHARGE PIPES REHABILITATION (PROJECT NO. US24006), hereinafter called “PROJECT,” were regularly adopted by Council Resolution No. __________________, on _________________; and
WHEREAS, the contract for said work was regularly awarded to CONTRACTOR, by Council Resolution No. __________________, on ________________.

NOW, THEREFORE, in consideration of the pr omises and of the mutual covenants herein contained, the parties hereto expressly agree as follows:

CONTRACTOR agrees:

1. SCOP
E OF SE RVICES. To do the work and furnish all the labor, materials, tools, equipment, and insurance required for the construction of PROJECT in accordance with the plans and specifications adopted on _____________, by Council Resolution No. __________________ . The "contract documents ," which include the bid documents, project plans , specifications, all letters of clarification, and the City of Stockton Standard Specifications and Plans, are incorporated into and made a part of this contract by this reference to the same extent as if fully set forth.

2. COMPENSAT ION. To do and perform the work contemplated hereby in a good and workmanlike manner and to furnish all labor, materials, tools , and equipment necessary therefor e at the prices specified in Exhibit A, attached hereto and by reference made a part hereof, under the direction of and to the complete satisfaction of the Director of Municipal Utilities department of the City of Stockton.

Total compensation for services and reimbursement for costs shall not exceed $153,555, or as otherwise mutually agreed to in a Contract Change Order.

3. INSURA
NCE. CONTR ACTOR shall not commence any work before obtaining, and shall maintain in force at all times during the duration and performance of this contract, the policies of insurance specified in Exhibit B, which is attached to this contract and incorporated by this reference, and as provided in the “contract documents” including Section 7- 1.06 of the City of Stockton Standard Specifications and Plans as adopted on September 27, 2016, by Council Resolution No. 2016-09-27, effective September 27, 2016.

It
shall
be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the Additional Insured.

Furt
hermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named Insured; whichever is greater.

The Addi
tional Insured coverage under the CONTRACTOR’s policy shall be “primary and non-contributory” and will not seek contribution from the City of Stockton’s insurance or self -insurance and shall be at least as broad as ISO CG 20 01 04 13.

EXHIBIT 2
Project No. US24006

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The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Stockton (if agreed to in a written contract or agreement) before the City of Stockton’s own insurance or self-insurance shall be called upon to protect it as a named insured.

All self-insured retentions (SIR) must be disclosed to the CITY’s Risk Management for approval and shall not reduce the limits of liability. Payment Bond in the amount of the self -insured retention (SIR) may be required.

Policies containing any self -insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or the CITY.

The CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements.

Failure to exercise this right shall not constitute a waiver of right to exercise later.

CONTRACTOR shall maintain insurance as required by this contract to the fullest amount allowed by law and shall maintain insurance for a minimum of five years following the completion of this project. In the event contractor fails to obtain or maintain completed operations coverage as required by this agreement, the City at its sole discretion may purchase the coverage required and the cost will be paid by contractor.

CONTRACTOR agrees to include with all Subcontractors in their subcontract the same requirements and provisions of this agreement including the indemnity and insurance requirements to the extent they apply to the scope of the Subcontractor’s work. Subcontractors hired by CONTRACTOR agree to be bound to CONTRACTOR and the CITY in the same manner and to the same extent as CONTRACTOR is bound to the CITY under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub- subcontractor. A copy of the CITY Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General CONTRACTOR shall require all sub- contractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and contractor will provide proof of compliance to the City.

4. INDEMNITY AND HOLD HARMLESS. To th
e fullest extent permitted by law, Contractor
shall hold harmless, defend, and indemnify City of Stockton and its officers, officials, employees, and volunteers from and against all claims, damages, losses, and expenses including attorney fees arising out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this agreement. These obligations shall survive the completion or termination of this agreement.

5. STANDARD PLANS AND SPECIFICATIONS. The per
formance of said work and the
furnishing of said materials shall be executed in accordance with Section 8- 1.04B of the City of Stockton Standard Specifications and Plans as adopted on September 27, 2016 , by Council Resolution No. 2016- 09-27-1213, effective September 27, 2016, and the provisions of the issued project specifications.

The Direc
tor of Municipal Utilities department will furnish CONTRACTOR a weekly statement showing the number of days charged to the contract for the preceding week, the number of days specified for completion of the contract, and the number of days remaining to complete the contract. CONTRACTOR will be allowed one (1) week in which to file a written protest setting forth in what respects said weekly statement is incorrect, otherwise the statement shall be deemed to have been accepted by CONTRACTOR as correct.

6. WORKING D AYS. It is agreed by the parties to the contract that in case all the work called for under the contract in all parts and requirements, is not finished or completed within the number of days as set forth, damage will be sustained by the CITY, and that it is and will be impracticable and extremely EXHIBIT 2
Project No. US24006

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difficult to ascertain the actual damage which CITY will sustain in the event of and by reason of such delay; and it is therefore agreed that CONTRACTOR will pay to CITY the sum of ONE THOUSAND AND 00/100 DOLLARS ($1,000) per day for each and every calendar day's delay in finishing the work in excess of the number of days prescribed; and CONTRACTOR agrees to pay said liquidated damages as herein provided, and in case the same are not paid, agrees that CITY, may deduct the amount thereof from any monies due or that may become due CONTRACTOR under the contract.

It is further agreed that in case the work called for under the contract is not finished and completed in all parts and requirements within the number of days as specified, the CITY shall have the right to increase the number of days or not, as may seem best to serve the interest of CITY, and if the CITY decides to increase the said number of days, the CITY shall further have the right to charge to CONTRACTOR, CONTRACTOR's heirs, assigns or sureties, and to deduct from the final payment for the work, all or any part, as may be deemed proper, the liquidated damages as specified or the actual cost of engineering, inspection, superintendence, and other overhead expenses which are directly chargeable to the contract, and which accrue during the period of such extension, whichever is greater, except the cost of final surveys and preparation of final estimate shall not be included in such charges.

A working day shall not include, nor shall CONTRACTOR be assessed with liquidated damages nor the additional cost of engineering and inspection during any delay beyond the time named for the completion of the work caused by acts of God or of the public enemy, acts of CITY, fire, floods, epidemics, quarantine restrictions, strikes, and freight embargoes and subject to approval by the Director of Municipal Utilities department, inability to get materials ordered by CONTRACTOR or subcontractor due to such causes provided that CONTRACTOR shall notify the Director of Municipal Utilities department in writing of the causes of delay within five (5) working days from the beginning of any such delay, and the Director shall ascertain the facts and the extent of the delay, and Director's findings of the facts thereon shall be final and conclusive.

If CONTRACTOR is delayed by reason of alterations made in these specifications, or by any act of the Director of Municipal Utilities department or of the CITY, not contemplated by the contract, the time of completion shall be extended proportionately and CONTRACTOR shall be relieved during the period of such extension of any claim for liquidated damages, engineering or inspection charges or other penalties.

CONTRACTOR shall have no claim for any other compensation for any such delay.

7. CONFORMANC
E TO APPLICABLE LAWS. Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this 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 the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance.” (42 USC Section 2000d)
http://www.dol.gov/oasam/regs/statutes/titlevi.htm.

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

b. DISCRIMINATION AND HARASSMENT POLICY

The City of Stockton has a Discrimination and Harassment Policy (Exhibit C). 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 EXHIBIT 2
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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 understand that conditions set forth in Division 2, Part 7, Chapter 1, Article 2, Wages of the California Labor Code shall be considered part of the contract agreement. https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=LAB&division=

2.&title=&part=7.&chapter=1.&article=2.

d. PREVAILING WAGE

CONTRACTOR and any subcontractor shall pay each employee engaged in the trade or occupation not less than the prevailing hourly wage rate. In accordance with the provisions of Section 1770 of the Labor Code, the Director of Department of Industrial Relations of the State of California has determined the general prevailing wage and employer payments for health and welfare, pension, vacation, travel time, and subsistence pay as provided for in Section 1773.1, apprenticeship or other training programs authorized by Section 3093 and similar purposes applicable to the work to be done. CONTRACTOR performing the work under this contract shall obtain a copy of the wage rate determination and shall distribute copies to each subcontractor. As the wage determination for each craft reflects an expiration date, it shall be the prime CONTRACTOR and each subcontractor's responsibility to ensure that the prevailing wage rates of concern is current and paid to the employee.

i. The CONTRACTOR performing the work shall be responsible for obtaining a copy of the State wage rate determination. State wage rates may be obtained at http://www.dir.ca.gov/OPRL/pwd/Determinations/Northern/Northern.pdf. The CONTRACTOR shall be responsible for posting said wage rates at a prominent location at the work site and shall maintain same in a good readable condition for the duration of the work.

ii. Should t
he CONTRACTOR choose to work on a Saturday, Sunday or on a holiday recognized by the Labor Unions, the CONTRACTOR shall reimburse the CITY the actual cost of engineering, inspection, superintendence, and or other overhead expenses which are directly chargeable to the contract. Should such work be undertaken at the request of the CITY, reimbursement will not be required. To conform strictly with the provisions of Division 2, Part 7, Chapter 1, Article 2, of the Labor Code of the State of Calif ornia. To forfeit as a penalty to CITY the sum of TWENTY-FIVE AND NO/100 DOLLARS ($25.00) for each laborer, worker, or mechanic employed by CONTRACTOR, or by any subcontractor under CONTRACTOR, in the execution of this contract, for each calendar day during which any laborer, worker, or mechanic is required or permitted to work more than eight (8) hours and who is not paid the general prevailing rate of per diem wages for holiday and overtime work in violation of the provisions of Sections 1770 to 1781 of the Labor Code of the State of California. That all sums forfeited under the provisions of the foregoing sections shall be deducted from the payments to be made under the terms of this contract.

iii. The CONTRACTOR to whom the contract is awarded shall insure that the prime and each subcontractor will in accordance with Section 1776 of the Labor Code, maintain certified payroll records. A copy of said records shall be provided with each invoice to the Municipal Utilities department, Attention Contract Compliance Officer. It shall be the CONTRACTOR’S responsibility to obtain copies of the current prevailing wage rate determination for all subcontractors. Additionally, certified payroll records must be uploaded to the DIR website as required by labor code.

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iv. The CONTRACTOR shall comply with the provisions established in Section 1777.5 of the Labor Code concerning the 1) certified approval by local joint apprenticeship committees for the employment and training of apprentices, and 2) contribution of funds to administer and conduct apprenticeship programs, if applicable to the job.

e. LOCAL EMPLOYMENT ORDINANCE

For contracts valued at $100,000 and above, pursuant to Stockton Municipal Code Section

3.68.095 the CONTRACTOR and all subcontractors shall make a good faith effort to employ at least 50 percent of the workforce on this project from local residents, as measured by total labor work hours. Failure of any CONTRACTOR or subcontractor to comply with these requirements shall be deemed a material breach of the contract or subcontract. CONTRACTORS and subcontractors shall maintain records necessary for monitoring their compliance with section 3.68.095.

f. COMMUNIT

Y WORKFORCE TRAINING AGREEMENT

For contracts valued at 1,000,000 and above, pursuant to the implementation of the Community Workforce Training Agreement (CWTA) adopted by the City Council on July 26, 2016, the successful bidder shall be required to comply with the provisions of the CWTA. For any project subject to this Agreement, the Local Hire, Priority Apprentice and Workforce Development Program requirements shall apply in lieu of the requirements of Stockton Municipal Code Section 3.68.095 and no separate compliance with Section

3.68.095 will be required of the Contractors/Employers working on the project.

g. 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.

CITY agrees:

8. COMPENS
ATION. To pay CONTRACTOR for the work herein contemplated in the following manner: Progress payments will be made on or about the first day of each calendar month, in such sum as shall make the aggregate of payment up to such day equal to ninety-five percent (95%) of the proportional contract price, upon the basis of the progress certificate of the Director of Municipal Utilities department as to the amount of work done and the proportional amount of the contract price represented therefore; and all of the remaining part of the contract price not as aforesaid paid, shall be paid at the expiration of thirty-five (35) days from the completion of said work of construction and the certification by the Director of Municipal Utilities department of such completion.

9. SECURIT IES. Pursuant to Section 22300 of the Public Contract Code, CONTRACTOR will be permitted, at its request and sole expense, to substitute securities for any monies withheld by the CITY to ensure performance under the contract. Said securities will be deposited either with the CITY or with a State or federally chartered bank as escrow agent. Securities eligible for this substitution are those listed in Section 16430 of the California Government Code or bank or savings and loan certificates of depos it.

CONTRACTOR shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon.

10. CHANGE O RD
ERS. CITY reserves the right to make such alterations, deviations, additions to or omissions from the plans and specifications, including the right to increase or decrease the quantity of any item or portion of the work, as may be deemed by the Engineer to be necessary or advisable EXHIBIT 2
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and to require such extra work as may be determined by the Engineer to be required for the proper completion or construction of the whole work contemplated.

Any
such changes will be set forth in a contract change order 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 change order will not become effective until approved by the City Manager and/or the City Council.

Pr
ocessing of change orders shall be in accordance with Section 4-1.05A of the City of Stockton Standard Specifications and Plans as adopted by Council on September 27, 2016, by Resolution No. 2016- 09-27- 1213, effective September 27, 2016, or as otherwise amended by Council. When the compensation for an item of work is subject to adjustment under the provisions of Standard Specifications and Plans, Section 4-

1.05A, CONTRACTOR shall, upon request, promptly furnish the Engineer with adequate detailed cost data for such item of work.

11. AUDI
TS. CI TY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under the contract. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance.

CO
NTR
ACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of the contract. CONTRACTOR 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 purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under the contract.

12. WAI
VER. It is expressly understood and agreed by and between the parties hereto that a waiver of any of the conditions of this contract shall not be considered a waiver of any of the other conditions thereof.

It
is
further understood and agreed by and between the parties hereto that time is of the essence of this contract in all respects.

IN
WITNESS WHEREOF, the parties hereto have hereunto affixed their hands and seals the day and year first above written.

AT
TEST: CITY:

ELIZA R. GARZA, CMC

CITY CLERK

CITY OF STOCKTON
By:

By: HARRY BLACK

CI TY MANAGER
APPR
OVED AS TO FORM & CONTENT:

LORI ASUNCION

OFFICE OF THE CITY ATTORNEY
By:

SAK CONSTRUCTION, LLC
By:

CITY ATTORNEY
Tax Identification No.

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DocuSign Envelope ID: 00F7FF96-63E6-47E8-AFCB-825CC13D86FA 176
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Exhibit B:

Insurance Requirements

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

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

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

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

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

4. Surety Bonds as described below.

5. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $1,000,000 policy aggregate.

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

Self-Insured Retentions

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

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

Other Insurance Provisions

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

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

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

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

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

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

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Builder’s Risk (Course of Construction) Insurance
Contractor may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name the City of Stockton as a loss payee as their interest may appear.

If the project does not involve new or major reconstruction, at the option of the City of Stockton, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City of Stockton’s site.

Claims Made Policies (Professional & Pollution Liability only) If any coverage required is written on a claims-made coverage form:

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

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

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

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

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

Umbrella or Excess Policies
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following EXHIBIT 2
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form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

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

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

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

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

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

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

Surety Bonds
Contractor shall provide the following Surety Bonds:

1. Bid Bond

2. Performance Bond

3. Payment Bond

4. Maintenance Bond

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

Certificate Holder Address

The address for mailing certificates, endorsements and notices shall be:

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

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EXHIBIT C
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BOND FOR FAITHFUL PERFORMANCE

KNOW ALL MEN BY THESE PRESENTS:

That we, SAK CO
NSTRUCTION, LLC, a STATE OF MISSOURI CORPORATION, as Principal and , a corporation,
organized and existing under the laws of the State of and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the City of Stockton, a municipal corporation, duly created and existing under and by virtue of the laws of the State of California, as obligee, in the just and full sum of ONE HUNDRED FIFTY-THREE THOUSAND, FIVE HUNDRED FIFTY-FIVE AND 00/100 DOLLARS ($153,555), in lawful money of the United States of America (being 100% of the contract price) for the payment whereof well and truly to be made to the said CITY, the said Principal and Surety bind themselves, their successors and assigns, jointly and severally, firmly by these presents.

The condition of the foregoing obligation is such that the above bounded Principal has simult
aneously entered into a contract with the CITY, to do and perform the following work, to wit:

BROOKSIDE SOUTH STORM PUMP STATION DISCHARGE PIPES REHABILITATION (PROJECT NO. US24006)

NOW, THEREFORE, if the above bounded Principal, CONTRACTOR, Company or Corporation or its subcontractor, shall well and truly perform the work contracted to be done under said contract, then this obligation to be null and void; otherwise to remain in full force and effect.

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No prepayment or delay in payment and no change, extension, addition or alteration of any provision of said contract, or in said plans or specifications agreed to between the said CONTRACTOR and the said CITY, and no forbearance on the part of the said CITY shall operate to relieve any Surety or Sureties from liability on this bond, and consent by said Surety is hereby given, and the said Surety hereby waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

SIGNED AND SEALED on

APPROVED AS TO SURETY: By:

PRINCIPAL

SURETY
APPROVED AS TO FORM & CONTENT:

LORI ASUNCION

OFFICE OF THE CITY ATTORNEY

By:

ATTORNEY-IN-FACT
By:

CITY ATTORNEY

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BOND FOR LABOR AND MATERIAL

KNOW ALL MEN BY THESE PRESENTS:

That we, SAK CO NSTRUCTION, LLC, a STATE OF MISSOURI CORPORATION, as Principal and , corporation, organized and existing under the laws of the State of and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the City of Stockton, a municipal corporation, duly created and existing under and by virtue of the laws of the State of California, and unto any and all material suppliers, persons, companies, or corporations furnishing materials, provisions, provender or other supplies used in, upon, for or about the performance of the work contemplated to be executed or performed under the contract hereinafter mentioned, and all persons, companies, or corporations renting or hiring teams, or implements of machinery, for or contributing to said work and all persons who perform work or labor upon the same, and all persons who supply both work and materials, and whose claims have not been paid by the contractor, company or corporation in the just and full sum of ONE HUNDRED FIFTY-THREE THOUSAND, FIVE HUN DRED FI FTY-FIVE AND 00/100 DOLLARS ($ 153,555), in lawful money of the United States of America (being 100% of the contract price) for the payment whereof well and truly to be made to said CITY and to said persons jointly and severally, the said principal and Surety bind themselves, their successors and assigns, jointly and severally, firmly by these presents.

The condition of the foregoing obligations is such that the above bounden Principal has simult
aneously entered into a contract of even date herewith, with the CITY, to do and perform the following work, to-wit:

BROOKSIDE SOUTH STORM PUMP STATION DISCHARGE PIPES REHABILITATION (PROJECT NO. US24006)

NOW, THEREFORE, if the above bounden Principal, CONTRACTOR, Company or Corporation or its subcontractor, fail to pay for all materials, provisions, provender, or other supplies, or teams, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same, in an amount not exceeding the sum specified in this bond, provided that any and all claims hereunder shall be filed and proceedings had in connection therewith as required by the provisions of Division 3, Part 4, Title 15, Chapter 5, Article 1 of the Civil Code of California, provided that in case suit is brought upon this bond, a reasonable attorney's fee shall be awarded by the Court to the prevailing party in said suit; said attorney's fee to be fixed as costs in said suit, and to be included in the judgment therein rendered.

No prepayment or delay in payment and no change, extension, addition or alteration of any provision of said contract or in said plans or specifications agreed to between the said CONTRACTOR and the said CITY and no forbearance on the part of the said CITY shall operate to relieve any surety or sureties from liability on this bond, and consent to make such alterations without further notice to or consent by any EXHIBIT 2
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such surety is hereby given, and the said sureties hereby waive the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

SIGNED AND SEALED on .

APPROVED AS TO SURETY: By:

PRINCIPAL

SURETY
APPROVED AS TO FORM & CONTENT:

LORI ASUNCION

OFFICE OF THE CITY ATTORNEY

By:

ATTORNEY-IN-FACT
By:

CITY ATTORNEY

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City of Stockton
Legislation Text
File #: 24-0104, Version: 1

ADOPT A RESOLUTION TO AUTHORIZE A CONTRACT AMENDMENT WITH SWIFTCOMPLY

FOR A STORMWATER MODULE SOFTWARE LICENSE

RECOMMENDATION
It is recommended that the City Council adopt a resolution to authorize an amendment to the five- year contract with SwiftComply of Pleasanton, California (Exhibit 1 to the Resolution) to incorporate a stormwater module into the Environmental Control Enforcement Software for a total amount not-to- exceed $384,640.

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

Summary
The Municipal Utilities Department (MUD) Stormwater Division is responsible for complying with the City's National Pollutant Discharge Elimination System (NPDES) permit, which requires comprehensive monitoring and public outreach to manage and mitigate the release of pollutants from the municipal storm drain system into local waterways. The MUD Stormwater Division uses commercially licensed software for stormwater management and tracking of NPDES compliance.

The MUD Environmental Control Division currently maintains a contract with SwiftComply for the management and tracking of environmental control enforcement and compliance. Approval of Contract Amendment No. 1 will add the stormwater software module and provide MUD with the ability to upgrade and improve documentation, reporting, and the management of enforcement compliance data.

If approved by the City Council, this action will add the stormwater software module and licensing to the existing SwiftComply software to improve automation and ensure the City’s compliance with various regulatory requirements. The amendment increases the total contract to $384,640 over the five-year term.

DISCUSSION
Background
On July 11, 2023, the City Council approved Resolution 2023-07-11-1206 authorizing a five-year contract with SwiftComply of Pleasanton, California for cloud-based software at a total cost not-to- exceed $229,683 (Attachment A).

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File #: 24-0104, Version: 1
Following staff evaluation of the SwiftComply stormwater module capability, staff determined that the integration of SwiftComply stormwater module into the current software infrastructure would be beneficial to meet various regulatory compliance requirements and increase efficiencies when tracking essential inspection tasks and NPDES permit deadlines.

Present Situation
The MUD Stormwater Division currently licenses FileMaker Pro for stormwater management and tracking of NPDES compliance. FileMaker Pro is inefficient and does not provide technical support to effectively automate the necessary regulatory compliance requirements.

The SwiftComply cloud-based software offers the flexibility to add a stormwater software module, which will improve the necessary automation for efficient management of inspections, compliance with the NPDES permit, and meet the requirements of the Environmental Protection Agency (EPA).

The additional cost to integrate the stormwater module into the existing contract is $154,957. This includes setup, data migration, system configuration, user training, and a five-year subscription.

Description Cost of Stormwater Module
Software License
Annual Subscription / Maintenance Fee Year 1 $20,000.00 Annual Subscription / Maintenance Fee Year 2 $32,500.00 Annual Subscription / Maintenance Fee Year 3 $33,313.00 Annual Subscription / Maintenance Fee Year 4 $34,145.00 Annual Subscription / Maintenance Fee Year 5 $34,999.00 Data Migration, System Configuration, Users
Training
Included in Year 1 pricing
Total Cost $154,957.00
Staff recommends approving Contract Amendment No. 1 to the current SwiftComply contract with a total not-to-exceed amount of $384,640 for the additional stormwater module.

FINANCIAL SUMMARY
The 2023-24 Fiscal Year Annual Budget includes sufficient budget in the Stormwater Administration Software account for the proposed cost for the software. Costs for the subsequent years will be budgeted in the same account, subject to Council approval, during the annual budget development process.

There is no impact to the General Fund, or any other unrestricted fund, from this action.

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STANDARD AGREEMENT

CITY OF STOCKTON
STANDARD-AGREEMENT Agreement Number:
'-I O 0001-2-

1. This Agreement is entered into between the City of Stockton ("City") and SwiftComply US OpCo, Inc. ("Contractor") to provide Enforcement Software as set forth in Exhibit A to this Agreement.

2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:
/ l Commences on: � ( 2,02,:� Terminates on: June 30, 2028

3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: � 229,683.00 I

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.
(a) Exhibit A - Statement of Work
(b) Exhibit B - Insurance
(c) Exhibit C - General Terms and Conditions
(d) Exhibit D - Goods and Services Special Terms & Conditions (e) Exhibit E - Compensation Schedule
(f) Exhibit F - Timeline
(g) Exhibit G - Discrimination and Harassment Policy (HR-15) (h) Exhibit H - Bid Documents
IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

SwiftComply US OpCo, Inc.

CONTRACTOR
Contractor's Name (if other than an individual, state whether a corporation, partnership, etc.):
�
May31st,2023
Authorized Signature Date
Olivier Terrien, Vice President Business Development
Printed Name and Title of Person Signing
6701 Koll Center Parkway Suite 250, Pleasanton, CA 94566 Address
ATTEST:
!j' Eliza R. Garza C
APPROVED AS TO FORM:

Lori M. Asuncion, City Attorney
BY:

CITY OF STOCKTON
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1. Project Scope

EXHIBIT A

STATEMENT OF WORK
Implementation of a single software solution (System) that is a cloud-based, commercial program to automate and streamline the City's compliance with EPA requirements for all the following programs:
• Industrial Pre-treatment
• Fats, Oil, and Grease (FOG)
• Dental Amalgam
• Septic Hauler
• Sewer Spill Response
The System shall have the capabilities to automate the tracking, documentation, and follow-up needed for each of the above programs in compliance with State and Federal EPA requirements. The cloud-based program shall be all-inclusive for all of the above programs. User manuals and training shall be provided in addition to periodic program updates.

Contractor shall provide migration support to import up to five (5) years historical data (e.g., inspection information, photos, correspondence, violation notices, wastewater infrastructure at industries, underground infrastructure, etc.) from existing systems (which include HTE (IBM AS400), Microsoft Access, and Microsoft Excel). Technical support shall be included in the annual maintenance cost and the successful proponent's staff must respond to technical support requests within 24 hours.

The high-level goals of implementing a system include:
• Streamline processes through automation, integration, and workflows • Enhance reporting to improve decision making including meeting reporting requirements of the State and Federal EPA
• Increase data integrity and system reliability
• Provide a user friendly and intuitive user interface
• Promote implementation of best practice processes
Contractor shall provide training for each level of users per the specifications.

Contractor shall implement each module as directed by the City with all modules to be implemented by the end of the contract.
2 (Rev.10.30.18)
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2. Notices
Pursuant to Exhibit C - General Terms and Conditions, Paragraph 15 - Notices, the mailing address for all required notices is as follows:

Contractor: SwiftComply US OpCo, Inc City: City of Stockton (Rev. 10.30.18)
Attn: Olivier Terrien Attn: City Manager
6701 Koll Center Parkway 425 N. El Dorado Street
Suite 250 Stockton, CA 95202
Pleasanton, CA 94566
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Exhibit B:

Insurance Requirements

INTENTIONALLY LEFT BLANK
4 (Rev. 10.30.18)
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EXHIBITC

GENERAL TERMS AND CONDITIONS

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

2. City Assistance, Facilities, Equipment and Clerical Support. Except as set forth in Exhibit A, Contractor shall, at its sole cost and expense, furnish and maintain all facilities and equipment that may be required for furnishing services pursuant to this Agreement. If applicable, City shall furnish to Contractor only the facilities and equipment listed in Exhibit A to the Agreement.

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

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

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

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

5. Ownership of Work. All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under 1 (Rev. 10.30.18; Mod 05.08.23 RM)
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this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

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

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

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

9. Contractor's Status.

9.1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City.

Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement.

Contractor has control over the manner and means of performing the services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement. 2 (Rev. 10.30.18; Mod 05.08.23 RM)
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9.3 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.

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

10. Subcontractor.

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

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

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

11. Termination.

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

11.2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party's option, may terminate this Agreement by giving written notification to the other party. 3 (Rev. 10.30.18; Mod 05.08.23 RM)
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11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any payment may arise under this Agreement until funds are made available and until the Contractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the City, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.

12. Non-Assignability. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing.

Contractor shall be solely responsible for reimbursing subcontractors.

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

14. Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.

15. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.

16. Conformance to Applicable Laws. Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.
4 (Rev. 10.30.18; Mod 05.08.23 RM)
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17. Licenses, Certifications and Permits. Prior to the City's execution of this Agreement and prior to the Contractor's engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.

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

19. Confidentiality. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.

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

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

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

23. No Personal Liability. No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.
5 (Rev. 10.30.18; Mod 05.08.23 RM)
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24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

25. Non-Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City's nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P .L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that "no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance." (42 USC Section 2000d). http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.

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

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

28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
6 (Rev. 10.30.18; Mod 05.08.23 RM)
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29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

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

31. Entire Agreement, Integration, and Modification.

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

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

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

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 7 (Rev. 10.30.18; Mod 05.08.23 RM)
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EXHIBIT D

GOODS AND SERVICES TERMS AND CONDITIONS

1. Definitions. The following words and phrases have the following meanings for purposes of this Agreement:

1.1 "Services" means, collectively, the services, duties and responsibilities described in Exhibit A of this Agreement and any and all work necessary to complete them or carry them out fully and to the standard of performance required in this Agreement.

1.2 "Deliverable" means quantifiable goods or services that will be provided upon completion of a project. A deliverable is any tangible material, work or thing delivered by one party to the other, including associated technical documentation. A deliverable can be tangible or intangible parts of the development process, and often are specified functions or characteristics of the project.

2. General. The following terms and conditions are applicable for the purchase of goods and services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions ("GTC") Exhibit C, and all other Exhibits identified in the Standard Agreement.

2.1 Where any portion of the GTC is in conflict to or at variance with any provisions of the Special Conditions of the Agreement, then unless a different intention stated, the provision(s) of the Special Conditions of the Agreement shall be deemed to override the provision(s) of GTC only to the extent that such conflict or variations in the Special Conditions of the Agreement are not possible of being reconciled with the provisions of the GTC.

2.2 In the case of modification of a part or provision of the GTC, the unaltered part or provision, or both shall remain in effect. The Special Conditions shall relate to a particular project and be peculiar to that project but shall not weaken the character or intent of the GTC.

3. Time for Performance.

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

3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor's agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City. 1 (Rev 07.12.22)
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4. Standard of Performance.

In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:

4.1 Contractor's Services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor's profession currently practicing under similar conditions. Contractor shall comply with the profession's standard of performance, applicable laws, regulations, and industry standards. By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state, and local laws. If Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor shall maintain that license, certification, registration, or other similar requirement throughout the term of this Agreement.

4.2 Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.

4.3 If Contractor fails to comply with the foregoing standards, Contractor must perform again, at its own expense, all Services required to be re-performed as a direct or indirect result of that failure. Any review, approval, acceptance, or payment for any of the Services by the City does not relieve Contractor of its responsibility for the professional skill and care and technical accuracy of its Services and Deliverables. This provision in no way limits the City's rights against Contractor either under this Agreement, at law or in equity.

5. Compensation.

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

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.
2 (Rev 07.12.22)
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6. Reports and Information.

Contractor shall at such times and in such forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.

7. Findings Confidential.

All the reports, information, data, et cetera, prepared or assembled by the Contractor under this Agreement are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City. Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is required by applicable law or by proper legal or governmental authority, is already rightfully in the Contractor's possession without obligation of confidentiality, is independently developed by Contractor outside the scope of this Agreement or is rightfully obtained from third parties. Contractor shall give City prompt notice of any such legal or governmental demand and reasonably cooperate with City in any effort to seek a protective order or otherwise to contest such required disclosure.

8. Right of Inspection.

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

9. Warranty.

Contractor warrants that (i) any Deliverable created or performed by Contractor for City under this Agreement will conform to specifications, drawings or samples furnished by City to Contractor for a minimum period of one year, and (ii) any standard Deliverable sold by Contractor to other customers besides City will meet or exceed any of the standards for such types of product in industry, any express or implied warranty stated or advertised by Contractor or the actual manufacturer of such Deliverable, or any warranties implied by law. Contractor's warranty shall survive delivery of Deliverable and 3 (Rev 07.12.22)
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shall not be deemed waived by City's failure to discover defects, acceptance of the Deliverable, or payment, therefore.

10. Ownership.

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

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

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

11. Applicable Laws.

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

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

12. Prevailing Wage.

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

CONTRACTOR REGISTRATION REQUIREMENTS- Pursuant to Labor Code Section 1771.1 (a): A Contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered Contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the Contractor is 4 (Rev 07.12.22)
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registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.

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

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

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

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

Contractor shall provide an itemized packing list showing the Agreement number with the shipment. Contractor shall include the Agreement number on all packages, boxes, invoices, and shipping documents. Contractor shall label all individual boxes with stock number and quantity and items with different stock numbers shall be boxed separately.

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

14. Deliveries
TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ANY ORDER. If Deliverable is not provided or performed within the times specified in the Agreement, City may cancel the Agreement and hold Contractor liable for damages incurred due to the untimely delivery including, but not limited to, the additional costs resultant from City procuring substitute Deliverables elsewhere.
5 (Rev 07.12.22)
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15. Price and Quantities
Prices and quantities set forth in this Agreement may not be altered by Contractor without the prior written authorization of City, with the exception that quantities of custom paper or printed Deliverables, chemicals, or fuel may deviate from those in the Agreement by the lesser of standard industry practices.
6 (Rev 07.12.22)
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EXHIBIT E

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

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $229,683.00 (hereafter the "not to exceed" amount). The "not to exceed" amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

1.2 Standard Reimbursable Items: Only the reimbursable items identified in Exhibit A, C, and D (Compensation), shall be compensated to the Contractor.

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

Additionally, items such a telephone, fax, postage or freight are already included in the billable hourly rate. Contractor shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services:
i. Expenses, fees or charges for printing, reproduction or binding of documents at actual costs with no markup added to the actual cost. ii. Any filing fees, permit fees, or other fees paid or advanced by the Contractor at actual costs with no markup added to the actual cost. iii. Travel expenses shall be reimbursed in accordance with the City's travel policy, which is incorporated herein by reference.

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

1.3 The Contractor shall be entitled to receive payments for its work performed pursuant to the Agreement. The City will pay Contractor based on invoices for acceptable work performed and approved until the "not to exceed" amount is reached.

Thereafter, Contractor must complete services based on the Agreement without additional compensation unless there is a material change to the Statement of Work and Scope by a written Amendment.
1 (Rev 10.30.18)
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ATTACHMENT A
222
1 .4 If work is completed before the "not to exceed" amount is reached, the Contractor's compensation will be based on the Contractor's invoices previously submitted for acceptable work performed and approved.

1.5 Subcontractor Costs: There are no subcontractors for this work.

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

Industrial Fats, Oil, Sewer
Description Pre- and Dental Septic Spill Total Grease Amalgam Hauler treatment (FOG) Response Year1 $25,000 $7,500 Included Included Included $32,500 C: Year2 $26,250 $7,875 Included Included Included $34,125 0 Cl) :.:; Cl)
C.LL
·c: Cl)
(.) (.)
tn C:
.0 co Year3 $27,563 $8,269 Included Included Included $35,831 ::s C:
u, Cl)
- +'
co .5 ::s coC: :::!!: Year4 $28,941 $8,682 Included Included Included $37,623 C:

Years $30,388 $9,116 Included Included Included $39,504 Implementation $24,000 $12,000 $600 $4,800 $600 $42,000 Services User Training $4,800 $1,800 $300 $900 $300 $8,100 Services Total Cost $166,941 $55,242 $900 $5,700 $900 $229,683

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

City of Stockton Municipal Utilities Department
Attention: Program Manager Ill - Wastewater
2500 Navy Drive
Stockton, CA 95206
2 (Rev 10.30.18)
Contract for Enforcement Software
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ATTACHMENT A
223

EXHIBIT F

TIMELINE
Contractor shall implement each module as directed by the City with all modules to be implemented by the end of the contract.
(Rev. 10.30.18)
Contract for Enforcement Software
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ATTACHMENT A
224
EXHIBIT G - DISCRIMINATION AND HARASSMENT POLICY (HR-15) / CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
SubJtct: Directive No. HR-16 Page No.1 of 14
II.

DISCRIMINATION AND EffeeUve Datt: Revised from: HARASSMENT POLICY 7127/09 6/1/2015 4'6/09
311/2010
(see below}
PM-016 (SeX\lal Hatll#Srnelll In lt)e Worltp11l�} re>med from IQf�l/94, 611196, 1/1198 PER--037 (Sexual Haras.sment lnmtigatl'f'O Prooedwe� rt1,$d from2115193

PURPOSE
The purpose of this pollcy 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.

POLICY
A. The City of Stockton prohibits any form of discrimination and/of 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 a federal law.

All such discrimination and harassment Is unlawful and $hall 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 "Mari<et Place" or "Exchange."
B. It ls an unlawful employment practlce to discriminate agalnstorlo harass an unpaid intern or volunteer on the basis of any legally proteoted 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-m,p loyees with whom City employees have a business service, or professional relationship.

D. All City employees and non-employees share a responsibility to assist in Contract for Enforcement Software
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ATTACHMENT A
225
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No, HR-15 Page No. 2 of 14
DISCRIMINATION AND Efftetlve Oat.: RtVlted From: HARASSMENT POLICY 7/27/09 6/1/2015 4/6/09
3/1/2010
(see below)
PER•01 o (Sexual �rawnont 111 tho Won:plcioe) revlfflt t,om 1®1�, S/1195, 1/1196 PER-037 (Soxual Har�nl ln�atiVc Pl'ocodures) revlaod from 2/1Ml3 maintaining an employment environment free of discrimination and harassment This policy applies to all aspects of City employment, lnoluding1 but not limited to, hiring, reassignment. placement, promotion, employment action, disciplinary action, layoff, reemployment1 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 wtth 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, indMdual supervisors and employees may be subject to personal liability and/or punitlve damages in any litigation arising as a resutt 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 or Stockton prohibits retaliation against any employee or nonM 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.

Contract for Enforcement Software
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ATTACHMENT A
226
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Dlreoth,e No. HR .. 15 Pago No. 3 of 14
DISCRIMINATION AND Effective Date: RevfM<f From: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/1/2010
(see below)
PeR·-015 (SexualHaraHnientln the Wolip!aca) revised from 10121194, 511195, t/1/9a PER-037 {Stxual HNassmen! lnvestlgatl\le Proeedu,es) revised from 2/15.193 Ill. DEFINITION AND EXAMPLES OF DISCRIMINATION AND HARASSMENT A. MDlscrimlnatlon," as used In this policy, Is any action, behavior, practioe 1 or process that is intended to deny1 or results In the denlal 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 infom,ation, denial of family and medical care leave, marital status, sexual orientation, sex (including gender, gender identity, gender expression 1 transgender1 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. 11Harassmentt 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 infom,ation, 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) Contract for Enforcement Software
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ATTACHMENT A
227
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Olrectlve No. HR .. 15 Plc,6 No. 4 of 14
---
DISCRIMINA TtON AND Effe<:tlve Date: ReYfted From: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/1/2010
__{see below)
PE:R-016 (Stxual Hamsmef'C In the W¢orkpi.ce) �YI� from 10/2119-4, 51119$, 111188 F'ER·037 (Sexual �iarnsmcnt ln�lgatlve PtocedurM;} reYlsed from 2115193 otheiwlse adversely affecting an employee's or non-employee's employment opportunities.

Harassment may take many fonns, incfuding, but not limited to1 the following examples:

1. Verbal Harassmeol: Epithets, derogatory and offensive comments or slurs based on race, religlon, 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 specHlcally 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
Contract for Enforcement Software
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ATTACHMENT A
228
Sub:lect:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER AOMINISTRA TIVE DIRECTIVE
·----" _______ _._ ...

Directive No. HR-16 Page No. 6 of 14
DISCRIMINATION AND Effective Dato: Rovlffd From: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/1/2010
(see below)
PER--016 {Sexu.l H,11uamenl In th& Worlq)a.ce) revised from 10/21/94, 5/119$, 111l88 PER-037 (Sexual tl111'M$11l&nl lnvestigalfv'I) PrOO!tdutts) ,� from 2f1!il'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 intimfdating, 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.

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ATTACHMENT A
229
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 6 of 14
DISCRIMINATION AND Erfeotlve Date: Revised From: HARASSMENT POLICY 7/27/09 5/1/2015 416/09
3/1/2010
(see below)
Pe.R-0115 (Sexual Huusment In 11\6 Workplac.e) rev!'$ed from 10/211&-4, 5111915, 1/1198 PER-037 (Soxual Hara� lrwNt� Pl'O<ledum) ra'liaed from 2115193 i. Retaliation for making harassment reports or threatening to report harassment.
o. Affordable Care Act (AQA) 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 whloh oan 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 !imitation set forth In section 2087(b) of title 15, United States Code.

IV. B§PORJING AND COMPLAINT PBOCEDURES
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 Contract for Enforcement Software
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ATTACHMENT A
230
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
--
Directive No. HR-15 Pago No. 7 of 14

TION AND OISCRIMINA
HARASSME NT POLICY Effective Date: R&viud From:
7/27/09
6/1/2015 4/6/09
3/1/2010
(see below)
PER-016 (Sexual Harn&ment In the Wodplace) revised kom 10t21194, 5/119'5, 1/1198 f>ER-037 {Sexual HatM$1l"lenl lrweilgattvo ProcedlJfet) ,evlled from 2/15'93 employee or non.employee subJect to discrlmtnatlon or harassment. To accomplish this, suoh incidents must be reported immediately to a supervisor or manager.

1. Employee's and Non-Employee's Respgn§ibilitjes when Subjected to Discrimination and/or Han�ssment
a. Employees or non�employees who believe they have been subjected to discrimination or harassment, or are aware of dlscrimination 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 deslgnees) 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 Contract for Enforcement Software
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ATTACHMENT A
231
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
4-- ------· ..,_,,.. ___ �-----
Ofreetive No. HR-16 Page No. 8 of 14
DISCRIMINATION AND EffocUvo .Dato: Rovl:aed From: HARASSMENT POLICY 7/27/09

2. S/1/2015 416/09
3/1/2010
(see below)
PER•Q1� (8\'txual Harmment In lht W�) remed from 10/21/M, 611/96, 111198 PER•037 (SCicual H� lnVMUQalfVb Pfoeeduros} re'llsod (rom 2/15193 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 retaliatlon 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.

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 supervJsor or manager who observes conduct prohibited by this policy shall immediately direct the employee or non employee to cease the conduct.

Contract for Enforcement Software
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ATTACHMENT A
232
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive Ho. HR-15 Page No. 9 of 14
DISCRIMINATION ANO Elfectlve Date: RovlHdFrom: HARASSMENT POLICY 7/27/09 5/1/2016 4/8/09
3/1/2010
(see below)
PER-015 (Sexual Hall!S$ment In the Workplace) revised from 10fl1 f&4, 511/&S, 111198 PER-037 {Sexual Haranment !nvestigalM!I Procedures) i'fl'lliMld from 2/15193 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.

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�Compllao�e. The Cfty shall take disciplinary action, up to and Including discharge, against any supervisor or manager who falls 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 PROCEDURE§
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 deteITnine whether the department or Human Resources shafl conduct the fact-finding investigation Into the allegations. Either the department head or the Director of Human Resources (or either of their deslgnees), depending on who is Contract for Enforcement Software
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I
I,,
!I
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ATTACHMENT A
233

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINJSTRA TIVE DIRECTIVE
SubJech Dlr$Ctive No. HR-16 Page No.10 of 14
DISCRIMINATION AND EffeoUve Date: Revised From: HARASSMENT POLICY 7/27/09 B.
5/1/2015 4/6/09
3/1/2010
(see below)
Pf.::R•016 {Se.>:ull H11.mamet1l In the Wot1q>laoo) revt.ted from 1M1/94, 6/1196, 1/119& PE.R.037 (Se)(l.Jal Hsras.smel\i lnwstlgal!WJ Procedures} 1'1Msed from 2/15/a3 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 detafls as possible regarding the incident(s) that prompted the complaint. incfudlng 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. Ascertafn if any threats or promises were made in connection with the alleged harassment.

8. Ascertain tf 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 Contract for Enforcement Software
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ATTACHMENT A
234
Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
-----�--·--... , ..... ____

D DISCRIMINATION AN

HARASSMENT POL ICY
Directive No. HR-16
Effoctlve Date:
5/1/2015
Pa9t No.11 of 14
Revised From:
7/27/09
416/09
3/1/2010
(SN below)
Pi:R-01� (Sexual H.atamnent In the Wor!Qmtce) revll!Kl from 10/211'94, f$/1195, t/1198 PER,007 (Sexual Hnrass�t !nvc$llgsttvo Proocdurcs) NMsM lrcm 2115193 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 identlfied by the alleged harasser or other persons Identified during the investigation.

14. Advise all participants that the Investigation is "confidentlar 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 othelWise 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�flndlng 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 Contract for Enforcement Software
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ATTACHMENT A
235
Sub,-ct:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Dfreetfve No. HR-15 Page No.12 of 14
DISCRIMINATION AND Ef'feetlw Date: Revistd From: HARASSMENT POLICY 7/27/09 5/1/2015 416/09
3/1/2010
(see below)
PeR-016 {SeX1Jol Haraument In ,ho W0tkJ)IRee) rovftOd from 10/2119-4, 5/1195, 1/1.198 PER-037 (�xual Haraatmool lnveatigatiye Prooedures) reviled frc,m 2115m make a report of findings, along with a reoommendation regarding the appropriate remedial action to be taken, if warranted. The recommendation shall be made after reviewlng 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,
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 deslgnee) 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 Attornets 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 proceedings1 or to comply with the law or court order.

D. Either the department head or the Director of Human Resources (or either of thelr deslgnees), 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. 2.

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

Unfoundeg: The Investigation proved that the aot(s) or omission(s) Contract for Enforcement Software
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ATTACHMENT A
236

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Subjtct: t>lrective No, HR-15 Page No.13 of 14
DISCRIMINATION ANO Effective Dato: Revised From: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/1/2010
(see below) ·- PER-015 (l3exual Harassment In the W�} remed from 1012119-4, �1195, 111198 F'ER,037 (Scxuar Hart1$�n1 lnvos1Jg81Ivc Prooeouros} roved from 2/15193 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.

3. Sustained: The investigation disclosed sufficient evidence to substantiate the allegatlon(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 Ctty shall close and retain the Investigation file, in accordance with applicable laws, regulations, and City policy regarding retention of City records.

VII, DISCIPLINE
Discfpllnary 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 tltle VII of the Federal CMI 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 (11EEOC"). 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 Caltfornla 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 Contract for Enforcement Software
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CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Subject: DlrC<1tivo No. HR-15 Pago No. 14 of 14
DISCRIMINATION AND Effective Date: Revtted From: HARASSMENT POLICY 7/27/09 5/1/2016 4/6/09
3/1/2010
(see below)
PER-016 (SOX\11'1I Harimmctnt in the WOltptaoo) rovl&H rtom 1W".l1/94, 6/1195, "1tea PER-007 (Sexual HaraHment ln\'llstigative Proced\Wl!S) revised from 2/15.193 agenoies. 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, employees1 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.
::ODMA\GRFWISE!COS.PERPER_Ubrary:00180.1
APPROVED:

KURT 0. WILSON

CITY MANAGER
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■

EXHIBIT H

BID DOCUMENTS

CITY OF STOCKTON
REQUEST FOR PROPOSALS (RFP} PUR 23-013

ENVIRONMENTAL CONTROL ENFORCEMENT

SOFTWARE PROGRAM
PROPOSALS WILL BE RECEIVED UNTIL THE HOUR OF 2:00 PM, THURSDAY, MARCH 2, 2023, IN THE OFFICE OF THE CITY CLERK, FIRST FLOOR, CITY HALL, 425 NORTH EL DORADO STREET, STOCKTON, CALIFORNIA 95202-1997 Contract for Enforcement Software
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REQUEST FOR PROPOSALS (RFP)

ENVIRONMENTAL CONTROL ENFORCEMENT SOFTWARE PROGRAM
*Dates and Times are Subject to Change*
Contact
Email Address
Pre-Submittal Meeting

MANDATORY /OPTIONAL
Site Tour
RFP Submittal
Mailing, Delivery Address
and Electronic Mail
Due Date for Questions
and Clarifications
Due Date for Response to
Questions/Clarifications
RFP Submittal Due Date
&Time
Short-List Interviews (if
applicable)

RFP INFORMATION
PUR-23-013
Patricia Monesi
[email protected]
There is no pre-submittal meeting.

There is no site tour.

Office of the City Clerk
425 North El Dorado Street, First Floor
Stockton, CA, 95202-1997
[email protected] (if applicable)
February 2, 2023
February 14, 2023
March 2, 2023; 2:00 pm
Please note that some overnight delivery services
do not deliver directly to the City Clerk's Office. This could result in the proposal arriving in the City
Clerk's Office after the proposal opening deadline
and therefore not being accepted.

TBD
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NOTICE INVITING PROPOSALS
NOTICE IS HEREBY GIVEN that sealed proposals will be received no later than Thursday, March 2, 2023, at 2:00 pm (local time) by the City of Stockton, California for ENVIRONMENTAL CONTROL ENFORCEMENT SOFTWARE PROGRAM - PUR 23 -013 in strict accordance with the specifications.

The City of Stockton, herein after referred to as the "City", is requesting proposals from firms or individuals, herein after referred to as "Proponent" to provide a cloud-based, commercial off the shelf program for managing the City's compliance with EPA requirements for the Environmental Control Division to the City.

Each sealed proposal shall be marked "PROPOSAL" and shall indicate the project name, number, and proposal opening date, and shall be mailed or delivered to the address below at or before the hour stated. Each Proponent must be licensed in accordance with applicable California State Law.

Proposal forms and specifications are available on the City's website at www.stocktonca.gov/mudbid. Sealed proposals must be delivered to the Office of the City Clerk, City Hall, 425 North El Dorado Street, Stockton, CA 95202 unless electronic mail delivery to [email protected] is applicable. Proponents will only be identified as responding to the RFP; no proposals will be opened or read aloud.

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

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

ELIZA GARZA, CMC, CITY CLERK

CITY OF STOCKTON
ii
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Contents

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

2.0 SCOPE OF SERVICES .......................................................................................................................... 2

3.0 PROJECT SCHEDULE OF EVENTS ........................................................................................................ 6

4.0 SUBMITTAL REQUIREMENTS ............................................................................................................. 6

4.1 PROPOSAL GUIDELINES, CONTENT AND FORMAT.. ...................................................................... 6

4.2 COVER LETTER ............................................................................................................................... 7

4.3 REFERENCES .................................................................................................................................. 7

4.4 FINANCIAL STATEMENT ................................................................................................................ 8

4.5 CORPORATE STRUCTURE, ORGANIZATION ................................................................................... 8

4.6 PROPOSAL FEE .............................................................................................................................. 8

5.0 SELECTION CRITERIA & EVALUATION ................................................................................................ 8

6.0 CITY REQUIREMENTS ........................................................................................................................ 9

6.1 CITY RESPONSIBILITIES .................................................................................................................. 9

6.2 LOCAL BUSINESS PREFERENCE ...................................................................................................... 9

6.3 MANDATORY /OPTIONAL PRE-SUBMITTAL MEETING ................................................................... 9

6.4 TERM ............................................................................................................................................. 9

6.5 OTHER GOVERNMENT AGENCIES ................................................................................................. 9

6.6 INSURANCE REQUIREMENTS ...................................................................................................... 10

6.7 APPLICABLE LAW ......................................................................................................................... 10

6.8 METHOD OF PAYMENT ............................................................................................................... 10

6.9 NOTICE TO OUT OF STATE BUSINESS .......................................................................................... 10

6.10 CONFIDENTIALITY ........................................................................................................................ 11

6.11 PROTEST POLICY .......................................................................................................................... 11

6.11.A Protest Procedure ............................................................................................................... 11

6.11.B Protest Review .................................................................................................................... 11

7.0 GENERAL REQUIREMENTS, TERMS & CONDITIONS ........................................................................ 12

7.1 CONSEQUENCE OF PROPOSAL SUBMISSION .............................................................................. 12

7.2 ACCEPTANCE OR REJECTION OF PROPOSAL ............................................................................... 12

7.3 RIGHT TO CHANGE OR AMEND REQUEST ................................................................................... 13

7.4 CANCELLATION ............................................................................................................................ 13

7.5 EXAMINATION OF PROPOSAL MATERIALS .................................................................................. 13

7.6 ADDENDA AND INTERPRETATION ............................................................................................... 14 iii
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7.7 DISQUALIFICATION ...................................................................................................................... 14

7.8 CONDITIONS IF WORK IS SUBCONTRACTED ............................................................................... 14

7.9 LICENSING REQUIREMENTS ........................................................................................................ 15

7.10 INDEMNITY AND HOLD HARMLESS ............................................................................................. 15

7.11 COMPETITIVE PRICING ................................................................................................................ 15

7.12 AVAILABLE FUNDING .................................................................................................................. 15

7.13 TERMINATION FOR CONVENIENCE ............................................................................................. 15

7.14 AUDITING CHARGES AND SERVICES ............................................................................................ 15

7.15 CHANGES ..................................................................................................................................... 15

7.16 AWARD ........................................................................................................................................ 16

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

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

9.1 Exhibit 1- Fee Schedule Tables ................................................................................................. 9-1

9.2 Exhibit 2- Sample Contract ....................................................................................................... 9-1 iv
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1.0 BACKGROUND/SUMMARY
The City of Stockton is a Charter City incorporated in 1850. The City is the county seat of San Joaquin County and is located in California's San Joaquin Valley, 78 miles east of the San Francisco Bay Area, 337 miles north of Los Angeles and 40 miles south of Sacramento. The County is bound by Sacramento County to the north and Stanislaus County to the south. Approximately 310,000 residents live in Stockton.

The Stockton Municipal Utilities Department (MUD) manages, operates, and maintains three utility enterprises: Water, Wastewater and Stormwater. Within the Wastewater Utility is the Environmental Control Division.

The Environmental Control Division is tasked with the responsibility of:
• Protecting the wastewater treatment plant and its biological processes from interference, pass through and sludge contamination.
• Protecting collection system workers and treatment plant personnel from exposure to dangerous chemicals and hazardous conditions in the sewer system. • Protecting the collection system and treatment plant from damage due to discharges which may be hazardous, corrosive, explosive, etc.
• Ensuring the wastewater discharges of categorical industrial users and significant industrial users comply with federal, state, and local regulations.

Categorical users include metal finishers, iron and steel manufacturers, paper and paperboard manufacturers, chemical manufacturers, etc. In addition to categorical users, large industrial dischargers with 25,000 gallons per day or more of wastewater flow and/or significant loadings of total suspended solids (TSS) and biochemical oxygen demand (BOD) are regulated through a Significant Industrial User (SIU) permit system. The permits specify conditions for the acceptance of wastewater in the sanitary sewer system, including limits for pollutant concentrations and total wastewater flow. Permit violations are subject to fines and penalties, including the possibility of termination of sewer service. The Environmental Control Section currently maintains approximately 48 Significant Industrial User Permits.

In addition to SIU permits, other smaller industrial users are regulated under Special Permits. Many of these Special Permits may be issued for infrequent discharges or because of potential concerns, such as a growing industry that may become significant or because of the materials processed by the industry.

Currently, 12 Special Permits are maintained in the Section.

The Environmental Control Division regulates truck hauled wastewater through both permits and a manifest system which requires documentation of the source and type of hauled wastewater. There are currently 11 haulers of wastewater, some with multiple trucks, which are permitted to discharge at the Wastewater Treatment Facility.

The Environmental Control Division staff conduct inspections, take samples of wastewater, review self monitoring reports, write permits, and enforce permit requirements as specified in Stockton Municipal Code, Chapter 13.08 (Pretreatment Ordinance). The Environmental Control annually conducts approximately 360 inspections, performs 300 sampling events, implements 80 enforcement actions, reviews 500 self-monitoring reports and tracks 2,400 manifests for hauled wastewater. 1 Contract for Enforcement Software
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The Environmental Control Division has developed and is implementing the Dental Amalgam Program. In 2017, the Environmental Protection Agency (EPA) enacted pretreatment standards to reduce discharges of dental amalgam containing mercury and other metals from dental offices into the sewer systems of publicly owned treatment works. This includes approximately 150 dental facilities in the City of Stockton area that discharge wastewater to the City of Stockton's sanitary sewer system. The Dental Office Category regulation is contained in the EPA Effluent Guidelines, 40 CFR Part 441, and requires dental offices to use amalgam separators and best management practices recommended by the American Dental Association.

The Environmental Control Division is also tasked with implementing the Fats, Oils and Grease (FOG) Control Program. This program involves inspecting 700+ Food Service Establishments (FSEs) to ensure compliance with Stockton Municipal Code Chapter 13.40 (FOG Control Ordinance). Discharges from FSEs are potential sources for grease related sanitary sewer blockages and overflows in the sewer collection system. FSEs include restaurants, retail markets, institutions, schools, licensed health care facilities, city owned facilities, flea markets and commissaries. Currently, there are approximately 700 FSEs identified within the City's regional wastewater service area, of which approximately 400 have approved grease interceptors.

2.0 SCOPE OF SERVICES
The City is seeking a qualified firm with United States based offices and resources with the with the experience, expertise, and qualifications to provide a single software solution (System) that is a cloud-based, commercial program to automate and streamline the City's compliance with EPA requirements for all the following programs:
• Industrial Pre-treatment
• Fats, Oil, and Grease (FOG)
• Dental Amalgam
• Septic Hauler
• Sewer Spill Response
Each of these programs have unique monitoring, inspection, and tracking requirements. The program chosen shall have the capabilities to automate the tracking, documentation, and follow up needed for each of the above programs in compliance with State and Federal EPA requirements.

The cloud-based program shall be all-inclusive for all of the above programs. User manuals and training shall be provided by the successful proponent in addition to periodic program updates.

The program is required to be a commercial cloud-based program ready to log-in and use, with elements that can be customized. Proposals to develop programs based on our needs are not acceptable and will not be considered.

The successful proponent shall provide migration support to import up to five (5) years historical data (e.g., inspection information, photos, correspondence, violation notices, wastewater infrastructure at industries, underground infrastructure, etc.) from existing systems (which 2 Contract for Enforcement Software
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include HTE (IBM AS400), Microsoft Access, and Microsoft Excel). Technical support shall be included in the annual maintenance cost and the successful proponent's staff must respond to technical support requests within 24-hours.

2.1 System Training Requirements
Proponent shall:
• Specify the amount of training recommended for each level of user. Typical users would be administrators, office data entry, field data entry, etc. There are an estimated 10 users projected at this time.

2.2 General Requirements
The System shall:
• Allow the user to add, update, delete, store, or display information in any module without exiting the initial system.
• Have the ability to selectively download information into Excel, Word, or to standard ASCII format.
• Have querying capabilities that allows the user to sort and filter on essentially all appropriate data in each module.
• Have a reporting system that allows the user to easily print out desired information pertaining to just the records that are queried (as described above) or pertaining to active records or all records in the database.
• Have the ability to store and show images for each module, and name and attach image files to specific records in multiple popular formats. Example: PDF, JPG, etc. • Have user-defined fields for each module to store and track additional information as needed.
• Provide a context-sensitive help selection that can be accessed from any screen, and displays help related to the screen in use.
• Include a comprehensive user's manual for each user/site license documenting all operations of the system including System Administration functions. Manuals must include sample reports, screen illustrations and instructions, and example problems. 3 Contract for Enforcement Software
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2.3 2.4
• Provide for automatically generated e-mail notification including notification to multiple persons (e.g., registered business, City staff, etc.) via the City's standard email system, Outlook.
• Provide for text notification (e.g., SMS text), including notification to multiple persons. • Allow the user to name and save developed queries for processing multiple times during future use.
• Remain current with EPA requirements.
• Have application Support provided to trouble-shoot issues as they arise. (Note: third party contractors are not acceptable.)
Data Integrity and Security Requirements
The System shall:
• Provide an audit trail that captures the user's ID, a date and time stamp, and before/after values whenever changes are posted to the system database. • Have an "Administrator" module that allows the administrator to set user-level security access to the database.
• Have an administrator module that provides a means to set up user accounts, assign user passwords, and assign users to access-defined groups.
• Permit the ability to provide view, read, write, update, and delete security at multiple levels including menu function, file, record, and field. • Utilize a field sized to capture detailed comments and descriptions throughout the system and have basic word processing features such as word-wrap, spell check, cut, copy, and paste.

GIS Integration Requirements
• Integration of the system with the City's Geographic Information System (GIS) is an extremely important part of the overall project. City staff will need to be able to see above-ground and below ground features such as sewer and storm drain lines adjacent to the subject property utilizing the existing GIS system. • The System shall be compatible with the City's current ESRI products (v ESRl's ArcGIS Enterprise 10.8.1).
• The System shall be able to import and export data to and from GIS. • The user needs be able to query a location and display in the map frame adjacent sanitary and storm drain infrastructure.
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2.5 Reporting Requirements
The System shall:
• Come with report templates "out of the box" ready to use. • Be capable of producing a variety of reports and support ad-hoc queries such as:
• Open Inspections
• Scheduled Inspections
• Inspection History report
• Include an ad-hoc report writer.
• Enable customized reports to be saved by a specific username or employee number. • Have PDF, DOC (MS Word), and XLS (MS Excel) data export options. • Provide reports that meet CAL-EPA and EPA reporting requirements. • Allow for electronic document submittal from outside the City environment (e.g., from industries and facility users outside the City's internet network). • Have the capability of sending calendar reminders to users outside the City environment of reporting requirements and due dates.

2.6 Field/Mobile System Requirements

2.7 The System shall:
• Enable the efficient use of a variety of portable computing devices including: Desktop Computer, Laptop Computer, Pen-based Computer, Handheld Computer, Tablet, and PDA.
• Enable full functionality when using field (portable) equipment including accessing and updating records.

Ease of Use Requirements
The System shall:
• Provide the ability to move from one module or function without logging into each module (regardless of login privileges) or returning to a "main menu". • Provide a toolbar with graphical buttons to perform common functions. • Include a comprehensive user's manual documenting all functions and operations of the system.
• Utilize a Find command function to search for selected data using a variety of simultaneous user-selectable search criteria.
• Visually distinguish between fields that are required, fields that are optional and fields that are display only.
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2.8 Ease of Use Questions:
• Does the system have any other integrations and compatibilities with other applications? If yes, proponent shall provide a list describing each of the applications? • Does the system allow the users to define which fields are required and which fields are not required?
• Does the system provide the ability to search the on-line help for a specific topic? • Does the user have the ability to access the on-line help files? • Does the system give clear and concise error messages? Can error messages be customized?
• Does the system allow user level preferences to be setup and saved? • Does the system include a menu item that allows the user to view all open forms and select a form to bring to the top of the workspace?
• Does the system provide help for every form with a brief description of how to use the form?
• Does the system provide a calendar pop-up for date fields? • Does the system documentation include step-by-step demonstrations or training aides for all forms in the system?
• Does the Find command function button have the ability to search the database for a data name in ascending or descending sequence?
• Does the system offer spell-checking features throughout the system? • Does the system allow column titles on data display forms to be changed? • Does the system offer data validation for data entry? For example, street endings Ave and not AV.

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

4.0 SUBMITTAL REQUIREMENTS

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

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

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

Evaluation of the proposals will be based on qualifications, the experience of staff proposed to be assigned to the project, references, and thoroughness of the Proponent's response to the Scope of Services.
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C. Such additional information that the Proponent may feel would be pertinent to assist the City of Stockton in making its final decision.

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

E. The proposal must be submitted, typewritten on 8½" X 11" white paper.

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

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

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

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

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

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

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

A. The names of the key members of the Proponent team;
B. The mailing address, telephone number, and the name of the main point of contact for the Proponent team;
C. A summary of the consultant's experience and qualifications as it relates to the Scope of Work of this solicitation and the significant advantages to selecting the Proponent; D. An acknowledgement of receiving any addendum(s) to the solicitation document.

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

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

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

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

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

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

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

4.6 PROPOSAL FEE
Submit the proposal fee under sealed, separate envelope. Fee table located in Exhibit 1. Do not include with the technical proposal response. Provide detailed basic fee structure and break-down of any other charges related to your firm's proposal as specified. Finalist's fee structure may be subject to negotiation.

5.0 SELECTION CRITERIA & EVALUATION
The City is interested in selecting a qualified firm with the ability to provide the scope of work described in this solicitation and resulting awarded contract. A key component for the successful firm will be the ability to meet the performance desires of the City while minimizing the cost.

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

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

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

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

Proper format and demonstrated experience will merit consideration. 8 Contract for Enforcement Software
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To that end, the Panel will evaluate the proposals based on, but not limited to, the following criteria:
l. Proponent's approach and schedule to provide all services as outlined in the Scope of Services and related documents;

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

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

4. Proponent's Covenant;

5. Non-Collusion Affidavit;

6. References;

7. Submitted and signed Addendums;

8. Financials Review;

9. Interview/Presentation, if applicable; and

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

6.0 CITY REQUIREMENTS

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

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

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

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

6.3 MANDATORY/OPTIONAL PRE-SUBMITTAL MEETING
There is no mandatory/optional pre-submittal meeting.

6.4 TERM
The City intends to award a five (5) year term for this contract.

6.5 OTHER GOVERNMENT AGENCIES
If mutually agreeable to all parties, the use of any resultant contract/purchase order may be extended to other political subdivisions, municipalities, or tax supported agencies. 9 Contract for Enforcement Software
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Such participating governmental bodies shall make purchases in their own name, make payment directly to successful Proponent and be liable directly to the successful Proponent, holding the City of Stockton harmless.

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

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

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

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

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

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

6.8 METHOD OF PAYMENT
Payment will be made within thirty (30) days after invoices are received and accepted by the City.

Invoices are to be rendered monthly, unless prescribed differently per contract.

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

Sales and use tax on purchases made by the City of Stockton from all companies located outside California, not registered with the state and whose products are shipped from out of state will be remitted to the 10 Contract for Enforcement Software
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BOE directly by the City under permit number SR KHE 28-051174 DP. Please do not include sales/use tax on the invoice that you submit to the City of Stockton.

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

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

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

6.11.A Protest Procedure

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

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

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

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

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

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

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

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

6.11.B Protest Review

6.11.1 The Chief Financial Officer or designee shall respond in writing at least generally to each material issue raised in the protest.
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6.11.2 The Chief Financial Officer's, or designee 's, administrative decision may be appealed in writing to the City Manager no later than (5) business days after the date the Chief Financial Officer's, or designee's, the decision is mailed to the protesting party.

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

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

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

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

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

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

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

7.0 GENERAL REQUIREMENTS, TERMS & CONDITIONS

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

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

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

D. Statistical information contained in these documents is for informational purposes only. The City shall not be responsible for the accuracy of said data. City reserves the right to increase or decrease the project scope.

7.2 ACCEPTANCE OR REJECTION OF PROPOSAL
A proposal shall be prepared and submitted in accordance with the provisions of these RFP instructions and specifications. Any alteration, omission, addition, variance, or limitation of, from, or to a proposal may be sufficient grounds for rejection of the proposal. The City has the right to waive any defects in a 12 Contract for Enforcement Software
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proposal if the City chooses to do so. The City may not accept a proposal if any document or item necessary for the proper evaluation of the proposal is incomplete, improperly executed, indefinite, ambiguous, or missing.

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

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

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

7.3 RIGHT TO CHANGE OR AMEND REQUEST
The City reserves the right to change the terms and conditions of this RFP. The City will notify potential Proponent of any material changes by posting on the City's website. No one is authorized to amend any of the RFP requirements in any respect, by an oral statement, or to make any representation or interpretation in conflict with its provisions. If necessary, supplementary information and/or clarifications/questions/answers will be posted on the City's website at www.stocktonca.gov/mudbid.

Failure of any Proponent to not have received such information and/or clarifications/questions/answers shall not relieve such Proponent from any obligation under his/her proposal as submitted.

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

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

7.5 EXAMINATION OF PROPOSAL MATERIALS
The submission of a proposal shall be deemed a representation and warranty by the Proponent that it has investigated all aspects of the RFP, that it is aware of the applicable facts pertaining to the RFP process and its procedures and requirements, and that it has read and understands the RFP. No request for modification of the provisions of the proposal shall be considered after its submission on the grounds the Proponent was not fully informed as to any fact or condition. Statistical information which may be contained in the Solicitation or any addendum is for informational purposes only. The City disclaims any responsibility for this information which may subsequently be determined to be incomplete or inaccurate. 13 Contract for Enforcement Software
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7.6 ADDENDA AND INTERPRETATION
The City will not be responsible for, nor be bound by, any oral instructions, interpretations, or explanations issued by the City or its representatives. Any request for clarifications, questions, or answers of this RFP shall be made in writing/e-mail and deliverable to:

CITY OF STOCKTON
ATTN: PATRICIA MONESI

PROCUREMENT DIVISION
400 E MAIN, 3
RD
FLOOR
STOCKTON, CA 95202
[email protected]
Such request for clarifications/questions/answers shall be delivered to the City in accordance with the date identified on page i of this Solicitation. Any City response to a request for clarifications/questions/answers will be posted on the City's website at www.stocktonca.gov/mudbid the date identified on page i of this Solicitation, and will become a part of the Solicitation. The Proponent should await responses to inquiries prior to submitting a proposal.

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

3.68.120 of the Municipal Code.

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

If Proponent's supplier(s) and/or subcontractor's involvement requires the use of a licensed, patented, or proprietary process, the proponent of the process is responsible for assuring that the subcontractor, supplier, and/or operator have been properly authorized to use the process or for providing another process which is comparable to that which is required prior to submission of a proposal. 14 Contract for Enforcement Software

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

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

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

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

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

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

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

7.15 CHANGES
The City's Representative has the authority to review and recommend or reject change orders and cost proposals submitted by the Proponent or as recommended by the Proponent's project manager, pursuant 15 Contract for Enforcement Software
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to the adopted City of Stockton Standard Specifications.

7.16 AWARD
Upon conclusion of the Solicitation process, the City may award a contract may for services identified in the Solicitation. The City reserves the right to select the successful Proponent and to negotiate terms of a contract with the Proponent whose proposal is most responsive to the needs of the City. Further, the City reserves the right to reject any and all proposals, or alternate proposals, or waive any informality in the proposal as is in the City's best interest.
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8.0 PROPOSAL DOCUMENTS

ENVIRONMENTAL CONTROL ENFORCEMENT SOFTWARE PROGRAM
PUR-23-013
SUBMITTAL DUE: THURSDAY, MARCH 2, 2023 AT 2:00 PM
RFP Submittal
Mailing, Delivery Address
and Electronic Mail
Proponent Business Name
Proponent Contact Name
Proponent Address
Proponent Phone Number
Proponent Email Address
Department of Industrial
Relations ID Number (if
applicable)
Office of the City Clerk
425 North El Dorado Street, First Floor
Stockton, CA, 95202-1997
cit�[email protected] (if applicable)
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ATTACHMENT A- PROJECT SUBMITTAL CHECKLIST
THIS CHECKLIST IS FOR PROVIDED FOR YOUR CONVENIENCE ONLY. IT IS NOT REQUIRED TO BE SUBMITTED WITH PROPOENT PROPOSAL.
✓ Complete the following proposal attachments {FROM THIS PACKET ONLY SUBMIT PAGES FROM SECTION 8 AND PLACE IN THE FRONT OF YOUR PROPOSAL).
✓ Sign and notarize by ju rat certificate the "Non-Collusion Affidavit" form. An "All-Purpose Acknowledgment" form will not be sufficient.
✓ Complete and sign a "Proponent's Fee Schedule" form, Exhibit 1, (under separate cover). ✓ Sign the "Proponent's Covenant" form. Include (with proposal) name and e-mail address for City contact, if different from signatoree.
✓ Include your proposal, as outlined in these specifications. ✓ Submit one (1) ORIGINAL (unbound, no staples) and 4 COPIES of all proposal documents.

Additionally, submit one (1) USB with an electronic version of the proposal or electronically to [email protected].
✓ Review, print and sign all clarifications/questions/answers on the City's website at www.stocktonca.gov/mudbid and submit with proposal response. ✓ Use Section 8.0 Proposal Documents to deliver sealed proposal timely to City Hall, City Clerk's Office (1st floor), 425 North El Dorado Street, Stockton, CA 95202. 8-2
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261

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

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

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

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

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

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

FIRM

ADDRESS

SIGNED BY & DATE

TITLE OR AGENCY

PHONE/FAX NUMBER
EMAIL
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No.1

ATTACHMENT C - NON-COLLUSION AFFIDAVIT

AFFIDAVIT FOR INDIVIDUAL PROPONENT
STATE OF _____ � -------------------� ss.

County of _____________________ �
(insert)
________________ being first duly sworn, deposes and says: That on behalf of any person not named herein; that said Proponent has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation to put in a sham bid, or that such other person, firm or corporation shall or should refrain from bidding; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Proponent.
{Signature Individual Proponent)
Subscribed and sworn to {or affirmed) before me on this __ day of ______ � 20 __ by __, proved to me on the basis of satisfactory evidence to be the person{s) who appeared before me.

Seal ___________________ _
Signature ______________ _
No. 2 AFFIDAVIT FOR CORPORATION PROPONENT
STATE OF _____ _, -------------------�ss.

County of _____________________ �
(insert)
_______________________ being first duly sworn, deposes and says: That they are the ______________ of _______________ a corporation, which corporation is the party making the foregoing bid, that such bid is genuine and not sham or collusive, or made in the interest or behalf of any person not named herein; that said Proponent has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation to put in a sham bid, or that such other person, firm or corporation shall or should refrain from bidding; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Proponent.
{Signature Corporation Proponent)
Subscribed and sworn to {or affirmed) before me on this __ day of _______ � 20 __ by ____ � proved to me on the basis of satisfactory evidence to be the person{s) who appeared before me.

Seal ______________ _
Signature ______________ _
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No.3 AFFIDAVIT FOR FIRM, ASSOCIATION, OR CO-PARTNERSHIP STATE OF ____ __, ________________ __,ss.

County of ____________________ _,
(insert)
_________________ __, each being first duly sworn, depose and say: That they are a member of the firm, association or co-partnership, designated as _____________ who is the party making the foregoing bid; that the other partner, or partners, are ______________ _ _______________ that such bid is genuine and not sham or collusive, or made in the Interest or behalf of any person not named herein; that said Proponent has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation shall or should refrain from proposing; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested In said improvement, or over any other Proponent. (Signature)
(Signature)
Subscribed and sworn to (or affirmed) before me on this __ day of _________ _,_ 20 __ by ____, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.

Seal
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9.0 PROPOSAL EXHIBITS

9.1 Exhibit 1- Fee Schedule Tables
Enter any additional technical, performance or functional specifications for the request.

9.2 Exhibit 2 - Sample Contract
Any major provision changes to the sample contract should be submitted by the Proponent along with the proposal response.
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ATTACHMENT A
266
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION AUTHORIZING A CONTRACT AMENDMENT WITH SWIFTCOMPLY

FOR STORMWATER MODULE SOFTWARE LICENSE

The Stormwater Division within the Municipal Utilities Department (MUD) is responsible for overseeing and ensuring compliance with the City's National Pollutant Discharge Elimination System ( NPDES) permit, which requires comprehensive monitoring and public outreach to manage and mitigate the release of pollutants from the municipal storm drain system; and

To meet various regulatory requirements, the Stormwater Division plans to upgrade its system software t o improve inspection documentation and reporting a nd manage a considerable amount of compliance, enforcement data, and information; and

After evaluation, staff found that SwiftComply stormwater software module met Division requirements for program management and documentation; now, therefore,

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

1. The City Council authorizes the City Manager to execute a contract amendment (Exhibit 1 to the Resolution ) to the five-year contract with SwiftComply of Pleasanton, California in the not -to-exceed amount of $ 154,957, to incorporate a Stormwater module into the Environmental Control enforcement software.

2. By this action, the total contract amount will increase to $384,640 over the five-year term.

3. The City Manager or designee is hereby authorized to take appropriate and necessary 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
267
EXHIBIT 1

CITY OF STOCKTON

STANDARD AGREEMENT AMENDMENT
This Amendment Number ____1_____ to the above referenced Agreement is entered into on ________: between the City of Stockton (“City”) and SwiftComply US OpCo, Inc. (“Contractor”).

RECITALS
Exhibit C General T erms and Conditions, Paragraph 7 Changes, states the City may modify the scope of services and any material extension or change in the scope shall be memorialized in a written amendment prior to the performance of additional work; and
Exhibit C General T erms and Conditions, Paragraph 8 Amendment, states no variation of the terms of this Agreement shall be valid unless an Amendment is made in writing and signed by both parties; and The City needs to increase the Compensation, Not to Exceed amount in Paragraph 3 of the Standard Agreement and Exhibit E, Section 1.1, by $154,957 to pay for the Contractor to incorporate stormwater modules into the existing Environmental Control Enforcement Software (System) to automate and streamline the City's compliance with EPA requirements.

Now therefore, the City and the Contractor mutually agree as follows:

1. The maximum not to exceed amount to be paid to the Contractor, including if authorized, reimbursement of expenses, in Paragraph 3 of the Standard Agreement and Exhibit E, Section 1.1, will now read as follows:
“The maximum not to exceed amount in Paragraph 3 of the Standard Agreement and Exhibit E, Section 1.1, is amended to: $384,640.

2. Exhibit A is amended to include the addition of Stormwater modules into the System Scope of Work as outlined in Attachment 1 – Scope of Work

3. Exhibit E, Section 1.1 will be amended to read as follows:
“The maximum the Contractor shall be paid on this Agreement is $384,640 (hereafter the “not to exceed” amount). The “not to exceed” amount includes City approved reimbursable expenses, if any, and all payments to be made pursuant to this Agreement’s sum for the initial term and extended term. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.” Initial T erm the maximum not to exceed amount is $229,683.00 Extended T erm the maximum not to exceed amount is $154,957.00 T otal maximum compensation to be paid to the Contractor under this Agreement for the initial term shall not exceed $384,640.00

4. Exhibit F is amended to include the addition of stormwater module implementation milestones outlined in Attachment 2 – Timeline.

All other terms and conditions of the Agreement shall remain unchanged and remain in full force and effect unless modified by a written amendment signed by both parties.

IN WITNESS WHEREOF , the authorized parties have executed this Agreement.

CONTRACTOR
SwiftComply US OpCo, Inc
_____________________________________________________________________________________________ Contractor’s Name (if other than an individual, state whether a corporation, partnership, etc.):
1 (Rev. 03.21.22)
Agreement Number: Amendment
Number:
424000022 1
268
EXHIBIT 1
01/29/2024
_____________________________________________________________________________________________ Authorized Signature Date

OLIVIER TERRIEN, VICE PRESIDENT BUSINESS DEVELOPMENT
_____________________________________________________________________________________________ Printed Name and Title of Person Signing
6701 Koll Center Pkwy Suite 250, Pleasanton, CA 94566
_____________________________________________________________________________________________ Address

CITY OF STOCKTON
_____________________________________________________________________________________________ Harry Black, City Manager Date
ATTEST :
_____________________________________________________________________________________________ Eliza R. Garza CMC, City Clerk
APPROVED AS TO FORM:

Lori M. Asuncion, City Attorney
BY:
2 (Rev. 03.21.22)
269
Stormwater Scope of Work for the
City of Stockton, California.

A - Overview:

The primary objective of the Stormwater Program (Program) of the City of Stockton is to support the City in meeting NPDES stormwater permit requirements.

Consequently, the City of Stockton sta
ﬀ is obtaining support from SwiftComply for stormwater
compliance use of a cloud-base software and services. Using this application will allow the Stormwater Program team to improve documentation and reporting of its inspections and manage a considerable amount of compliance and enforcement data and information, which will result in a streamlined and more e
ﬀective and e ﬃcient Program.

B- System Requirements:

SwiftComply is a multi-tenant, cloud-hosted solution providing access via an HTTPS site through a web browser. Any internet connected device with a modern web browser can access SwiftComply.

We recommend Chrome, Firefox, Safari and Edge. No hardware, nor client software is required to be installed on the City’s side.

All data and metadata belongs to the City. Our database is backed up daily. All data is encrypted in transit and at rest. All access to user data is managed by session authorization, users are required to set up a password and use it along with their email address to access the application. The system is responsible for authorizing the user to access the data. Sessions expire after 12 hours and users are required to re-enter their login details.
1 SwiftComply - 6701 Koll Center Pkwy Suite 250, Pleasanton, CA 94566 USA - Tel: 619.304.6022 - www.swiftcomply.com ATTACHMENT 1- SCOPE OF WORK
EXHIBIT 2
270
C - Key features and capabilities:

Generic:

Dashboard
Sites & Parcels (searchable map and list)
Schedule for Inspections
Complaints Management
Letters & Emails Notices
Management of Post-Construction Runoﬀ
SwiftComply’s cloud-based management system simpliﬁes routine facility inspections.

Manage inventories for both private site maintenance and source control programs, perform site visits, and record compliance histories in one platform. Save time and increase operations success with conﬁgurable inspection workﬂows, comprehensive reporting, and a streamlined communication process.

Public Outreach (Public Education and Public Participation) Getting information to the public has never been easier than with SwiftComply's public education and public participation modules. Create custom audiences, send out blast emails, and track open and click rates so you know the impact your MS4 is making. Within the public participation module, schedule, invite, and record events such as storm drain stenciling, booths at community events, and classes you put on. Create the event, send the invitations, take photos, and record your history of getting the public involved.

Illicit Discharge Detection and Outfall Management
Track illicit discharge investigations from start to ﬁnish, create reports, and identify hotspots.

With our outfalls module, perform and track inspections and exceedances. Record pollutant levels, temperature, pH, and more. If an exceedance is found, ﬂag the entire watershed so inspectors can be on the lookout for sources of pollutants during their regular inspections.

Jurisdictional Construction
Construction inspections done your way. With customizable BMPs, conﬁgure the inspection form to ﬁt your needs. View the weather forecast for your area before and during inspections,
record CESCL contact information, and send compliance notices. Simply create a construction
project, perform the inspection, send a notice, and schedule a follow up visit if needed.

Module Descriptions
Good Housekeeping in Municipal Management
SwiftComply’s Good Housekeeping module includes contract and vendor management, public system mapping, structure inspections, and the ability to create, track, and complete work orders. With built-in geofencing, users in the ﬁeld can search for structures near their location with the click of a button using their phone or tablet, making inspections convenient 2 SwiftComply - 6701 Koll Center Pkwy Suite 250, Pleasanton, CA 94566 USA - Tel: 619.304.6022 - www.swiftcomply.com EXHIBIT 2
271
and fast.

MS4 Metrics
SwiftComply's MS4 metrics module allows permittees to create, track, and report on custom metrics. With the added ability to assign personnel to speciﬁc metrics, the application ensures that metric representatives are sent reminder emails to submit metric data by program deadlines.

Pollution Prevention (P2) Visits
Those who have partnered with their states oversight agency to implement a P2 program in their jurisdiction can now manage program operations in SwiftComply. Manage your inventory of participating businesses, complete site visits, and measure program performance with custom reporting.

D - Operational Plan:

SwiftComply provides a seamless transition plan that includes a dedicated project team to ensure quality control and project success. Our project governance approach is centered around communication, transparency and risk management. The following represents a high-level outline of the work plan.

Project Milestones & Schedule
Project Initiation:

Prior to kick-o
ﬀ the SwiftComply Implementation Manager is assigned and sends a Welcome email to the City’s project team.

Deployment and Con
ﬁguration
The following project implementation plan will be leveraged to ensure timely project delivery including training plan, comprehensive integration, and user acceptance test plan, business process reengineering tasks, major implementation milestones and project governance strategy. 3 SwiftComply - 6701 Koll Center Pkwy Suite 250, Pleasanton, CA 94566 USA - Tel: 619.304.6022 - www.swiftcomply.com EXHIBIT 2
272
SwiftComply has identi ﬁed the following major implementation milestones:

Schedule Tasks
Project Kick Off - Week 1 • Review current business process flows • Document functional requirements
• Determine scope and fields for data migration
Data Preparation - Weeks 2 + 3 • City validation of existing system information • Legacy software copies current data file
• SwiftComply validates and creates import script
‘Sandbox’ Testing - Weeks 3 + 4 + 5 + 6 • Create ‘Sandbox’ testing environment • Configure custom properties and forms
• Migrate sample portion of data set for city testing
User Acceptance and Training - Weeks 7+ 8 • Migrate remaining data set • Conduct users training
• Adjustments based on users’ feedback
Go LiveStakeholder Engagement - Weeks 9+10 • System Acceptance and Go Live in Production Project Kick-oﬀ:
● Meet the project teams, review the surveys, data mapping worksheet and timeline. ● Kick-oﬀ will serve as a meeting to align understanding of City’s project team to SwiftComply’s project team, set the basis for communications and schedule the ﬁrst months of meetings.

Data Preparation/Clean-up:
● SwiftComply Implementation Engineer (IE) to review data prior to data migration, provide feedback on cleanup needed. IE to assist with data cleanup opportunities that can be automated.
● City to perform actual data cleanup based on SwiftComply’s recommendations.

System Conﬁguration:
● Textual Data: This typically includes sites and site contacts. If provided, SwiftComply will also import in watersheds, outfalls, historical inspection information, and PDFs. Textual data must be submitted in spreadsheet format. Sample spreadsheets for textual data sets will be provided.
4 SwiftComply - 6701 Koll Center Pkwy Suite 250, Pleasanton, CA 94566 USA - Tel: 619.304.6022 - www.swiftcomply.com EXHIBIT 2
273
● GIS Data: SHP ﬁles for both private (Post-Construction) and public structures (Good Housekeeping) will be imported during the data import process. To accurately import SHP ﬁles, the ﬁles must meet the requirements outlined by SwiftComply.

Training Plan
The training plan will be organized in three sections to re ﬂect 1) early project team training prior to acceptance,
2) project sta
ﬀ training
3) train the trainer; this trainer/training will provide foundation for the recipient(s) to train future staﬀ.

Information about courses, duration and materials will be outlined. SwiftComply will work with the City to meet your desired training outcomes and schedule for project completion. The contents of the training plan will detail the following elements:
● An outline all subjects necessary to train City sta
ﬀ to fully understand and utilize all user
functions of the Solution,
● An approach to train the “trainer” so they fully understand and utilize the designed process ﬂow based on software functionality,
● A resource plan to complete training, including reuse of materials and videos, ● A description of each training classes that will be conducted, and parameters limitations of that class/training session,
● A plan for ongoing training as new employees come on board or new features of the software are released.

Training Objectives
● Train key personnel earlier in the project so they can properly manage the acceptance test plan
● Ensure that all impacted sta
ﬀ receive relevant training to prepare them for using the SwiftComply application
● Ensure appropriate level of skill is reached in order to perform roles with SwiftComply application
Training Approach
To help retention of learning, SwiftComply will adopt a blend of training delivery methods to best meet the needs of the City. This will include: Instructor-Led Training, Job-aids and e-learnings.

Training Roles & Responsibilities
SwiftComply will be responsible for all training materials and providing the representatives from our product and customer success teams to complete the training.

Training Materials
5 SwiftComply - 6701 Koll Center Pkwy Suite 250, Pleasanton, CA 94566 USA - Tel: 619.304.6022 - www.swiftcomply.com EXHIBIT 2
274

1. Quick Reference guides - online
Act as a job aid to assist the users once they return to their day-to-day tasks

2. Recorded Video Content - online
Remind users of key features, options, and methods of working with the SwiftComply software

3. Instructor manuals – online
Provides a comprehensive review of how each feature of the software works, and provides advice on how to use the available features
Acceptance Testing
City sta
ﬀ will have the ability for 2 weeks to review the Testing Environment with City sample data and system con ﬁguration. City users need to provide timely response to (accept or reject) during acceptance testing so the project can remain on schedule and comments, as may be necessary, are fully documented and returned to the SwiftComply Product Manager. Changes requested by the City can increase the 2 week testing window and will be mutually agreed.

Transition/Cut-over
A smooth transition is a good transition. The Transition Plan shall identify any existing systems and processes that could be disrupted during the cut-over process. Performance testing and acceptance shall be complete prior to transition.

Testers Onboarding & Training
Once the system is live, Testers outreach is initiated.

The Tester enrollment website is set up to collect tester and service provider data.

SwiftComply provides the recommended Tester communication plan and works with the City to implement it. SwiftComply provides communication templates; City communicates via email and/or letters with testers.

SwiftComply provides Online Tester Training - Live and recording.

SwiftComply provides
ﬁrst line support to Testers with phone, email, and knowledge base.

Communications
Your implementation Manager is the ﬁrst point of contact until the system is live. Topics may include:

1. Accomplishments
6 SwiftComply - 6701 Koll Center Pkwy Suite 250, Pleasanton, CA 94566 USA - Tel: 619.304.6022 - www.swiftcomply.com EXHIBIT 2
275

2. Work to be accomplished for the following phase

3. Issues that might require management attention

4. Risks to the project’s success.

SwiftComply and the City will schedule regular status meetings to ensure proper communication.

Any changes to the project scope, cost or schedule must follow the City’s change request process.

Issue Management
Issues requiring the City's attention will be documented and The City will attempt to resolve the issue within the timeframe described. If the issue cannot be resolved, then it will be escalated further and addressed by City and SwiftComply management.

Change Control Management
Any changes to the project scope (additions and/or deletions), project timeline (due to unforeseen design, infrastructure, or other issues), modi
ﬁcations to SwiftComply or Customer responsibilities
and other actions, will be handled according to the Change Control process. This process is meant to ensure that changes to the originally de
ﬁned project scope are agreed upon and managed so that
the integrity of the solution is maintained and that changes are re ﬂected in the project scope.

Changes may impact the project schedule and cost and these impacts will be clearly identi ﬁed and resolved by mutual agreement.

The City will drive the process for all Change Requests:
● If SwiftComply identi ﬁes a change, it must be clearly documented and communicated. ● City will complete a Change Request identifying the change required. ● SwiftComply will then provide estimates for the change (if applicable) ● City will then review the estimates and provide approval. ● If required, a change to the purchase order will be completed and sent to SwiftComply. ● Scheduling of SwiftComply resources will be mutually agreed upon as part of the change request.
● After the change has been performed, The City will review the work and sign-o ﬀ on the acceptance.

Risk Management
Identiﬁ
ed Risk Priority Mitigation Action Responsibility
Security clearance issues High SwiftComply to provide all necessary documentation in a timely manner
SwiftComply
Weather related delays Low None of the project work is weather dependent. In Both SwiftComply & City 7 SwiftComply - 6701 Koll Center Pkwy Suite 250, Pleasanton, CA 94566 USA - Tel: 619.304.6022 - www.swiftcomply.com EXHIBIT 2
276
the case where weather impacts travel,
SwiftComply will schedule alternative dates
Public health risks arising
from Coronavirus
Low Swiftcomply will monitor local health department
guidance on travel restrictions. Majority of the
project work is completed o ﬀsite
SwiftComply
Project overrun Medium Project governance strategy and management approach mitigates this risk
SwiftComply
Availability of the City IT
team
Low In the absence of City IT personnel, SwiftComply
will continue to work with their knowledge and
expertise. We will require some high-level
interaction, however, SwiftComply trained
consultants are qualiﬁ ed to execute without City’s
IT assistance. The project managers will ensure
that all parties know the impact to the schedule
due to resource vacations.

Both SwiftComply & City
SwiftComply software
malfunction
Low If the tools and Software used by SwiftComply
provide inaccurate information, SwiftComply will
ﬁx the software and redo the activities at no
additional cost to the City
SwiftComply
SwiftComply failure to
meet City requirements
High The City will review the performance of
SwiftComply throughout the project and
determine what mitigation strategies would be put
into eﬀect.

SwiftComply
City Responsibilities
City Responsibility Potential Impact to project
City will designate a sole point of contact whose role it is to grant all approvals, provide information and otherwise be available to assist SwiftComply in the delivery of the service.

Impact to schedule, scope and budget
City will provide access to the appropriate personnel
(management, technical, subject matter expertise, etc.) necessary to fulﬁ ll the contract requirements as needed.

Impact to schedule
City will provide appropriate procedures, guidelines,
standards, reference materials, and system/application
documentation as needed.

Impact to schedule
8 SwiftComply - 6701 Koll Center Pkwy Suite 250, Pleasanton, CA 94566 USA - Tel: 619.304.6022 - www.swiftcomply.com EXHIBIT 2
277
E - Operations and Maintenance
When the system is live, a dedicated customer success manager (CSM) is assigned. Your success manager works as an extension of your team, analyzing your underlying data to provide tailored advice and help you optimize and innovate. Your CSM will be on hand to help you work through the program lifecycle. They will also empower you to track and measure your progress against your program objectives. CSM documents your successes and shares your feedback with our product development team. Your success manager will be in touch to review your performance and system usage periodically, with at least a quarterly business review. During those reviews, we look at past performance and KPIs attainment, adjust KPIs to meet the City’s operational and business goals; as well as share the updated 3-6-12 months roadmap. We expect to have at least a City representative from operations, IT and contract.

For our Software Development and Maintenance methodology, Modi ﬁed Agile would be the best
description, with continuous delivery. Applications are scanned regularly with OWASP’s ZAP to detect potential weaknesses. These are recorded and investigated to verify if we are in fact susceptible or if it is a false positive. We review new software updates and system libraries once a month to determine what is needed to be updated and when. We prefer to err on the side of caution with most patches, where unless they
ﬁx an exploitable vulnerability, we give the patch time to be applied by others to assess its potential issues. At least monthly or ad hoc when new severe vulnerabilities are discovered.
9 SwiftComply - 6701 Koll Center Pkwy Suite 250, Pleasanton, CA 94566 USA - Tel: 619.304.6022 - www.swiftcomply.com EXHIBIT 2
278
City of Stockton
Legislation Text
File #: 24-0181, Version: 1

ADOPT RESOLUTION TO AUTHORIZE THE DIGITAL CAMERA REPLACEMENT PROJECT

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

1. Approve Notice of Exemption No. NOE52-23 under the California Environmental Quality Act for the Digital Camera Replacement, Project No. WARP506.

2. Approve the details and specifications for the Digital Camera Replacement, Project No.

WARP506.

3. Award a Construction Contract in the amount of $512,365.94 to Convergint Technologies LLC of Stockton, CA, for the Digital Camera Replacement, Project No. WARP506.

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

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

Summary
The Digital Camera Replacement, Project No. WARP506, will provide necessary upgrades to the City’s Traffic Video Management System which includes traffic cameras, together with other system hardware components.

On July 21, 2023, the City advertised a Request for Proposals (RFP) for installation of the digital cameras. On August 31, 2023, three proposals were submitted for this project. The Selection Committee evaluated the proposals and found Convergint Technologies LLC, formerly Ojo Technology, Inc., to be the most qualified and highest ranked bidder.

It is recommended that Council award a Construction Contract to the highest ranked respondent, Convergint Technologies LLC, in the amount of $512,365.94. It is also recommended that Council adopt a resolution approving Notice of Exemption No. NOE52-23 under the California Environmental Quality Act (CEQA) and approving the details and specifications for the project.

Construction is anticipated to be completed by August 2024.

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File #: 24-0181, Version: 1

DISCUSSION
Background
The Public Works Department utilizes cameras to monitor and adjust signal timing throughout the City’s traffic signal network. Additionally, the Police Department utilizes the City’s traffic cameras in strategic locations for monitoring safety and security. Public Works’ staff have evaluated the 354 traffic cameras in use and identified 190 cameras in need of immediate replacement (Attachment A).

On September 14, 2021, by Motion No. 2021-09-14-1501, the Digital Camera Replacement, Project No. WARP506, was approved by Council as an American Rescue Plan Act (ARPA) project.

On March 21, 2023, a Request for Bids for the purchase of 190 Bosch IP cameras and hardware was published. On August 22, 2023, by Motion No. 2023-08-22-1224, Council approved the purchase of 190 Bosch IP cameras and hardware from AZCO Supply, Inc. for this project.

Present Situation
On July 21, 2023, the City advertised an RFP for the Bosch PTZ Camera and Communication Equipment Installation, Project No. PUR-23-032 (Digital Camera Replacement, Project No.

WARP506). On August 31, 2023, three proposals were received from the following firms:
· 3D Technology (Rancho Cordova, CA)
· Convergint (Ojo Technology, Inc.) (Stockton, CA)
· Paladin Technology (Hayward, CA)
Ojo Technology, Inc. submitted a proposal for the Digital Camera Replacement project. On August 1, 2022, Convergint Technology LLC (Convergint) acquired Ojo Technology, Inc. On January 1, 2024, Ojo Technology, Inc. formally merged into Convergint. Ojo Technology, Inc. managers and staff are unchanged. The project proposal costs will remain, and any contractual obligations will be honored by Convergint as originally intended by Ojo Technology, Inc. (Attachment B).

The Selection Committee evaluated and ranked all proposals based on each firm’s understanding of work, experience with similar kinds of projects, staff qualifications, technical ability, and project approach and found Convergint (Ojo Technology, Inc.) to be the most qualified and highest ranked bidder. Staff negotiated a fee of $512,365.94 for the installation of 190 cameras.

It is recommended that Council award a Construction Contract to the highest ranked respondent, Convergint, in the amount of $512,365.94. It is also recommended that Council adopt a resolution approving Notice of Exemption No. NOE52-23 under CEQA and approving the details and specifications for the project.

The project is in conformance with the City’s General Plan, pursuant to California Government Code, section 65402, and is categorically exempt from the requirements of CEQA as specified under Section 15301(c) of the CEQA Guidelines. The activities related to this project constitute a discretionary project under the City’s jurisdiction and qualifies as a project that does not have a significant effect on the environment. The resolution will approve the filing of Notice of Exemption City of Stockton Printed on 3/7/2024Page 2 of 3
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File #: 24-0181, Version: 1
No. NOE52-23 under CEQA. Construction is anticipated to be completed by August 2024.

On July 26, 2016, Council adopted a Community Workforce and Training Agreement (CWTA). The CWTA became effective August 25, 2016, and applies to all Public Works projects over $1 million that are bid after that date. On July 16, 2019, by Motion No. 2019-07-16-1403, Council extended the CWTA term to August 25, 2024. The CWTA was not applied to this project as the contract value is below $1 million.

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

1. The City does not have sufficient staff available to complete the installation for this project.

2. The scope of work requires a company experienced in camera installation and configuration.

3. Use of the RFP process is appropriate for this Construction Contract because the project requires specialty work. Since specialty work is required to be performed in strict compliance with City standards, vendor procurement relies on a criteria for the evaluation of professional qualifications and performance as the basis for selection. Use of the criteria helps ensure selection of a vendor that will provide the highest quality professional service, which is in the public interest.

4. The City negotiated a contract following the solicitation of competitive proposals in accordance with SMC section 3.68.070.A.3.

FINANCIAL SUMMARY
There are sufficient funds available in the Digital Camera Replacement, Project No. WARP506, Account No. 0010-0156-800007-280-282-30-000-000-000, to award a Construction Contract to Convergint Technology LLC of Stockton, CA, in the amount of $512,365.94.

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

Attachment A - Digital Camera Locations
Attachment B - Assignment of Active Agreements/Purchase Orders from Convergint City of Stockton Printed on 3/7/2024Page 3 of 3
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SUBTOTAL: 31 CAMERAS
CHANNEL NO. 26
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
220 THORNTON RD ESTATE DR 10.45.9.230 POLE MOUNT NO
51 THORNTON RD WHISTLER WY 10.45.9.61 POLE MOUNT NO
96 THORNTON RD A.G. SPANOS
NORTH 10.45.9.106 POLE MOUNT NO
95 EIGHT MILE RD THORNTON RD 10.45.9.105 POLE MOUNT NO
CHANNEL NO. 72
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
102 EIGHT MILE RD TRINITY PKWY 10.45.9.112 POLE MOUNT NO 153 TRINITY PKWY SCOTT CREEK DR 10.45.9.163 POLE MOUNT NO 154 TRINITY PKWY TARGET DRWY 10.45.9.164 POLE MOUNT NO
155 TRINITY PKWY COSUMNES DR 10.45.9.165 POLE MOUNT NO
127 TRINITY PKWY MCAULIFFE RD 10.45.9.109 POLE MOUNT NO CHANNEL NO. 14
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
162 HAMMER LN PERSHING AVE 10.45.9.172 LUMINAIRE NO
3 HAMMER LN ALEXANDRIA PL 10.45.9.13 POLE MOUNT NO
661 HAMMER LN DON AVE 10.45.16.15 POLE MOUNT YES
173 HAMMER LN RICHLAND WY 10.45.9.183 POLE MOUNT NO
63 HAMMER LN KELLEY DR 10.45.9.73 POLE MOUNT NO
CHANNEL NO. 18
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
121 PERSHING AVE SWAIN RD 10.45.9.109 LUMINAIRE NO
288 PERSHING AVE DOUGLAS RD 10.45.10.19 LUMINAIRE NO
64 PERSHING AVE BENJAMIN HOLT
DR 10.45.9.74 POLE MOUNT NO
287 PERSHING AVE LINCOLN AVE 10.45.10.18 LUMINAIRE NO
202 BENJAMIN HOLT
DR GETTYSBURG PL 10.45.9.212 POLE MOUNT NO
CHANNEL NO. 16
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
651 HAMMER LN LORRAINE AVE 10.45.16.11 POLE MOUNT YES
652 HAMMER LN PAVILION PLAZA 10.45.16.26 POLE MOUNT NO
CHANNEL NO. 63
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
151 AIRPORT WY RALPH AVE 10.45.9.161 POLE MOUNT NO
225 ARCH AIRPORT
RD QANTAS LN 10.45.9.41 POLE MOUNT NO
284 ARCH AIRPORT
RD B ST 10.45.10.25 LUMINAIRE NO
CHANNEL NO. 57
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
122 EIGHT MILE RD MARLETTE RD 10.45.9.132 POLE MOUNT NO 279 EIGHT MILE RD LOWER SAC RD 10.45.10.11 POLE MOUNT NO CHANNEL NO. 4
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
146 PACIFIC AVE DOUGLAS RD 10.45.9.156 LUMINAIRE NO
217 BENJAMIN HOLT
DR INGLEWOOD AVE 10.45.9.227 LUMINAIRE NO
CHANNEL NO. 2
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
35 PACIFIC AVE CASTLE ST 10.45.9.45 LUMINAIRE NO
129 PACIFIC AVE ALPINE AVE 10.45.9.109 POLE MOUNT NO
130 PACIFIC AVE KNOLES WAY 10.45.9.140 POLE MOUNT NO

ATTACHMENT A
282
SUBTOTAL: 32 CAMERAS
CHANNEL NO. 25
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
292 THORNTON RD PERSHING AVE 10.45.10.34 POLE MOUNT NO
80 THORNTON RD DAVIS RD 10.45.9.90 POLE MOUNT NO
295 THORNTON RD WAGNER
HEIGHTS 10.45.10.37 POLE MOUNT YES
293 THORNTON RD OTTO DR 10.45.10.35 POLE MOUNT NO
54 DAVIS RD WAGNER
HEIGHTS 10.45.9.64 POLE MOUNT NO
294 THORNTON RD STANFIELD DR 10.45.10.36 POLE MOUNT NO
612 HICKOCK DR HICKOCK CT 10.45.237.122 POLE MOUNT YES
CHANNEL NO. 70
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
278 CAROLYN
WESTON

MCDOUGALD
BLVD 10.45.10.16 POLE MOUNT NO
257 CAROLYN
WESTON

EWS WOODS
BLVD 10.45.9.119 POLE MOUNT YES
258 WILLIAM MOSS
BLVD

EWS WOODS
BLVD 10.45.9.111 POLE MOUNT NO
260 HENRY LONG
BLVD

EWS WOODS
BLVD 10.45.9.117 POLE MOUNT NO
259 FRENCH CAMP
RD MCCUEN AVE 10.45.9.115 POLE MOUNT NO
CHANNEL NO. 54
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
212 MLK BLVD WILSON WY 10.45.9.222 POLE MOUNT NO
269 MLK BLVD B ST 10.45.9.133 LUMINAIRE NO
270 MLK BLVD MARIPOSA RD 10.45.9.135 LUMINAIRE NO
CHANNEL NO. 10
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
20 MARCH LN BROOKESIDE RD 10.45.9.30 POLE MOUNT NO
271 MARCH LN MORNINGSIDE DR 10.45.9.137 POLE MOUNT NO
272 MARCH LN ST ANDREWS DR 10.45.9.139 POLE MOUNT NO
CHANNEL NO. 22
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
65 WEST LN /
AIRPORT WY HARDING WY 10.45.9.75 POLE MOUNT NO
23 WILSON WY HARDING WY 10.45.9.33 POLE MOUNT NO
CHANNEL NO. 28
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
135 FREMONT ST AIRPORT WY 10.45.9.145 POLE MOUNT NO
77 FREMONT ST WILSON WY 10.45.9.87 POLE MOUNT NO
134 OAK ST AIRPORT WY 10.45.9.144 POLE MOUNT NO
133 PARK ST AIRPORT WY 10.45.9.109 POLE MOUNT NO
124 WILSON WY PARK ST 10.45.9.134 LUMINAIRE NO
CHANNEL NO. 23
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
281 WEST LN BOURBON ST 10.45.10.13 POLE MOUNT NO
48 WEST LN ENTERPRISE ST 10.45.9.58 POLE MOUNT NO
656 WEST LN BIANCHI RD 10.45.16.28 POLE MOUNT YES
659 WEST LN SWAIN RD 10.45.16.31 POLE MOUNT NO
4 WEST LN HAMMERTOWN
DR 10.45.9.14 POLE MOUNT NO
649 SWAIN RD TAM O'SHANTER
DR 10.45.16.14 POLE MOUNT YES
660 SWAIN RD KERMIT LN 10.45.16.30 POLE MOUNT NO

ATTACHMENT A
283
SUBTOTAL: 33 CAMERAS
CHANNEL NO. 8
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
89 MARCH LN MONTAUBAN AVE 10.45.9.99 POLE MOUNT NO
171 MONTAUBAN AVE LORRAINE AVE 10.45.9.181 POLE MOUNT NO 42 MARCH LN FRED RUSSO DR 10.45.9.52 POLE MOUNT NO
207 MARCH LN HOLMAN RD 10.45.9.217 POLE MOUNT NO
208 HOLMAN RD GOLD BROOK DR 10.45.9.218 POLE MOUNT NO
CHANNEL NO. 9
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
94 MARCH LN HOLIDAY DR 10.45.9.104 POLE MOUNT NO
163 MARCH LN EL DORADO ST 10.45.9.173 POLE MOUNT YES
164 MARCH LN YOKUTS AVE 10.45.9.174 POLE MOUNT NO
283 CLAREMONT AVE YOKUTS AVE 10.45.10.15 LUMINAIRE NO
56 MARCH LN CLAREMONT AVE 10.45.9.66 POLE MOUNT NO
CHANNEL NO. 31
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
50 MINER AVE WILSON WY 10.45.9.60 POLE MOUNT NO
227 MAIN ST WILSON WY 10.45.9.237 POLE MOUNT NO
123 MARKET ST WILSON WY 10.45.9.109 POLE MOUNT NO
CHANNEL NO. 52
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
205 CHARTER WY FRESNO AVE 10.45.9.215 POLE MOUNT NO
671 8TH ST LEVER BLVD 10.45.16.41 POLE MOUNT NO
672 8TH ST TURNPIKE RD 10.45.16.42 POLE MOUNT NO
266 CHARTER WY NAVY DR 10.45.9.127 POLE MOUNT NO

N/A TILLIE LEWIS NAVY DR N/A POLE MOUNT NO
286 TILLIE LEWIS CHARTER WY 10.45.10.31 POLE MOUNT NO
N/A NAVY DR HWY 4 N/A POLE MOUNT NO
CHANNEL NO. 11
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
147 EL DORADO ST SWAIN RD 10.45.9.157 POLE MOUNT NO
290 EL DORADO ST DUNCAN AVE 10.45.10.32 LUMINAIRE NO
669 EL DORADO ST BENJAMIN HOLT
DR 10.45.16.27 POLE MOUNT YES
CHANNEL NO. 60
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
78 MAIN ST MARKET ST 10.45.9.88 POLE MOUNT NO
617 MAIN ST D ST 10.45.239.110 POLE MOUNT YES
621 MAIN ST FILBERT ST 10.45.16.17 POLE MOUNT YES
CHANNEL NO. 62
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
261 MARIPOSA RD STAGECOACH RD 10.45.9.107 POLE MOUNT NO 264 MARIPOSA RD 99 FRONTAGE 10.45.9.125 POLE MOUNT NO
262 MARIPOSA RD SR-99 NB ON/OFF
RAMP 10.45.10.26 POLE MOUNT NO
CHANNEL NO. 65
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
69 BENJAMIN HOLT
DR
I-5 SB ON/OFF
RAMP 10.45.9.79 POLE MOUNT NO
226 BENJAMIN HOLT
DR HERNDON PL 10.45.9.236 POLE MOUNT NO
53 BENJAMIN HOLT
DR CUMBERLAND PL 10.45.9.63 POLE MOUNT NO
CHANNEL NO. 73
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
232 MORADA LN DIAMOND BAR RD 10.45.9.242 POLE MOUNT NO

ATTACHMENT A
284
SUBTOTAL: 25 CAMERAS
CHANNEL NO. 42
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
117 WEBER AVE EL DORADO ST 10.45.9.109 POLE MOUNT NO
118 WEBER AVE SUTTER AVE 10.45.9.128 POLE MOUNT NO
160 WEBER AVE AMERICAN ST 10.45.9.170 LUMINAIRE NO
CHANNEL NO. 43
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
165 MAIN ST SAN JOAQUIN ST 10.45.9.175 POLE MOUNT NO
CHANNEL NO. 44
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
189 MAIN ST AMERICAN ST 10.45.9.199 POLE MOUNT NO
CHANNEL NO. 27
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
215 ALPINE AVE WEST LN 10.45.9.225 POLE MOUNT NO
CHANNEL NO. 37
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
174 ACACIA ST EL DORADO ST 10.45.9.187 POLE MOUNT NO
CHANNEL NO. 51
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
87 FRESNO AVE WASHINGTON ST 10.45.9.97 POLE MOUNT NO
CHANNEL NO. 38
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
275 PARK ST HUNTER ST 10.45.9.147 POLE MOUNT YES
24 PARK ST MADISON ST 10.45.9.34 POLE MOUNT NO
222 PARK ST EL DORADO ST 10.45.9.232 POLE MOUNT NO
CHANNEL NO. 39
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
280 OAK ST MADISON ST 10.45.10.12 LUMINAIRE NO
108 OAK ST CENTER ST 10.45.9.118 POLE MOUNT NO
111 OAK ST HUNTER ST 10.45.9.109 POLE MOUNT NO
CHANNEL NO. 40
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
169 FREMONT ST EL DORADO ST 10.45.9.179 POLE MOUNT NO
109 FREMONT ST CENTER ST 10.45.9.109 POLE MOUNT NO
107 FREMONT ST MADISON ST 10.45.9.109 POLE MOUNT NO
137 WEBER POINTE
SHADE CENTER ST 10.45.9.109 POLE MOUNT CONVERT TO
WI-FI
136 WEBER POINTE
NORTH CENTER ST 10.45.9.146 POLE MOUNT CONVERT TO
WI-FI
CHANNEL NO. 21
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
100 PERSHING AVE FREMONT ST 10.45.9.110 POLE MOUNT NO
120 PERSHING AVE ACACIA ST 10.45.9.130 POLE MOUNT NO
33 PERSHING AVE HARDING WY 10.45.9.43 POLE MOUNT NO
CHANNEL NO. 1
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
45 HARDING WAY CENTER ST 10.45.9.55 LUMINAIRE NO
34 PACIFIC AVE MAPLE ST 10.45.9.44 POLE MOUNT NO
40 PACIFIC AVE CLEVELAND ST 10.45.9.50 LUMINAIRE NO

ATTACHMENT A
285
SUBTOTAL: 9 CAMERAS
CHANNEL NO. 24
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
144 WEST LN KNICKERBOCKER
DR 10.45.9.154 POLE MOUNT NO
191 TAM O'SHANTER CASTLE OAKS DR 10.45.9.201 LUMINAIRE NO 670 WEST LN MORADA LN 10.45.16.38 POLE MOUNT NO
667 MORADA LN MCNAIR LN 10.45.16.16 POLE MOUNT YES
CHANNEL NO. 66
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
209 LOWER

SACRAMENTO RD

PONCE DE LEON
AVE 10.45.9.219 POLE MOUNT NO
CHANNEL NO. 30
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
277 FILBERT ST POPLAR ST 10.45.9.151 POLE MOUNT NO
CHANNEL NO. 67
CAMERA NO. STREET 1 STREET 2 IP ADDRESS MOUNTING WI-FI
EQUIPMENT?
26 MARINA WEST W WEBER AVE 10.45.9.36 POLE MOUNT NO
27 MARINA EAST TULEBURG LEEVE 10.45.9.37 POLE MOUNT NO
119 WEBER AVE LINCOLN ST 10.45.9.109 POLE MOUNT YES

ATTACHMENT A
286
Carol A. Watkiss
One Commerce Drive
Schaumburg, IL 60173
Phone: 1(847) 466-6185
[email protected]
December 22, 2023
RE: Assignment of Active Agreements/Purchase Orders
Dear Valued Customer:

As previously communicated, on August 1, 2022
acquired Ojo Technology, Inc. Ojo including rights, interests, and certain obligations of Ojo in its ongoing customer agreements. Over the past year, we have worked together to integrate our businesses, and are pleased to announce that Ojo will be formally merged into Convergint on January 1, 2024. Through this merger, Convergint will leverage the expertise Ojo brings to further our goal of delivering results for our customers through unparalleled service.

This letter serves as notice of the vesting of any active agreements between your company and Ojo effective January 1, 2024 . In
consideration of all rights and privileges granted under said agreement(s), Convergint agrees to be bound in the same manner to which Ojo was so bound.

Please note that you will continue to work with the same purchasing, contracting, and service colleagues that you have in the past. The only changes you will notice after January 1, 2024, will be administrative in nature, as invoices will be submitted under the Convergint name. The remit to address (for mail) and bank ACH account number will remain the same for now. We have also included an updated W-9 and explanation letter for your records.

We will also provide an updated Certificate of Insurance in January reflecting Convergint Technologies LLC as the insured.

Please do not hesitate to contact me or your current contact for the above agreement if you have any questions or require any additional information.

Best Regards,
Carol A. Watkiss
In-House Counsel
Enclosure

ATTACHMENT
287
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING THE NOTICE OF EXEMPTION NO. NOE52-23,

APPROVING THE DETAILS AND SPECIFICATIONS, AND AWARDING A

CONSTRUCTION CONTRACT FOR THE DIGITAL CAMERA REPLACEMENT , PROJECT NO. WARP506

On July 21, 2023, the City advertised a Request for Proposals (RFP) for the Digital Camera Replacement, Project No. WARP506. The Selection Committee evaluated the proposals and found Convergint Technology LLC to be the most qualified and highest ranked respondent; and

The project will provide necessary upgrades to the City’s Traffic Video Management System , which includes traffic cameras, together with other system hardware components. Staff has identified 190 cameras throughout the City that need upgrading to high-definition IP-based digital cameras; and

Convergint Technology LLC is the highest ranked respondent in the amount of $512,365.94; and

The project is in conformance with the City’s General Plan, pursuant to California Government Code, section 65402, and is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) as specified under section 15301(c) of the CEQA Guidelines, because this is a discretionary project under the City’s jurisdiction and qualifies as a project which has been determined to not have a significant effect on the environment; now, therefore,

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

1. The City Council approves the filing of Notice of Exemption No. NOE52-23 under the CEQA for the Digital Camera Replacement, Project No. WARP506, a copy of which is attached as Exhibit 1 and incorporated by this reference.

2. The City Council approves the details and specifications for the Digital Camera Replacement, Project No. WARP506.

3. The City Council awards a Construction Contract between the City of Stockton and Convergint, in the amount of $512,365.94, and the City Manager is authorized and directed to execute same, a copy of which is attached as Exhibit 2 and incorporated by this reference.

288

4. The City Council approves the following findings pursuant to Stockton Municipal Code (SMC) section 3.68.070 in support of an exception to the competitive bidding process:

a. The City does not have sufficient staff available to complete the installation for this project.

b. The scope of work requires a company experienced in camera installation and configuration.

c. Use of the RFP process is appropriate for this Construction Contract because the project requires specialty work. Since specialty work is required to be performed in strict compliance with City standards, vendor procurement relies on a criteria for the evalu ation of professional qualifications and performance as the basis for selection.

Use of the criteria helps ensure selection of a vendor that will provide the highest quality professional service, which is in the public interest.

d. The City negotiated a con tract following the solicitation of competitive proposals in accordance with SMC section 3.68.070.A.3.

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
City Clerk of the City of Stockton

289
EXHIBIT 1
290
Local Construction Contract CONVERGINT TECHNOLOGIES LLC PROJECT NO. WARP506 (Updated 04/24/23)

CONSTRUCTION CONTRACT

This contract is made and entered into on _____________, by and between CONVERGINT TECHNOLOGIES LLC. , a STATE OF CA CORPORATION with a business address at 3362 MCALLEN ROAD, STOCKTON, CA 95205, hereinafter called "CONTRACTOR," and CITY OF STOCKTON, a municipal corporation, hereinafter called "CITY."
W I T N E S S E T H:

WHEREAS, plans and specifications for the construction of DIGITAL CAMERA REPLACEMENT (PROJECT NO. WARP506) , hereinafter called PROJECT, were regularly adopted by Council Resolution No. __________________ , on _________________; and
WHEREAS, the contract for said work was regularly awarded to CONTRACTOR, by Council Resolution No. __________________, on ________________.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants herein contained, the parties hereto expressly agree as follows:

CONTRACTOR agrees:

1. SCOPE OF SERVICES. To do the work and furnish all the labor, materials, tools, equipment, and insurance required for the construction of PROJECT in accordance with the plans and specifications adopted on _____________, by Council Resolution No. __________________ . The "contract documents," which include the bid documents, project plans, specifications, all letters of clarification, and the City of Stockton Standard Specifications and Plans, are incorporated into and made a part of this contract by this reference to the same extent as if fully set forth.

2. COMPENSATION. To do and perform the work contemplated hereby in a good and workmanlike manner and to furnish all labor, materials, tools, and equipment necessary therefore at the prices specified in Exhibit A, attached hereto and by reference made a part hereof, under the direction of and to the complete satisfaction of the Director of Public Works of the City of Stockton. Total compensation for services and reimbursement for costs shall not exceed $512,365.94, or as otherwise mutually agreed to in a Contract Change Order.

3. INSURANCE. CONTRACTOR shall not commence any work before obtaining, and shall maintain in force at all times during the duration and performance of this contract, the policies of insurance specified in Exhibit B, which is attached to this contract and incorporated by this reference, and as provided in the contract documents including Section 7-1.06 of the City of Stockton Standard Specifications and Plans as adopted on September 27, 2016, by Council Resolution No. 2016-09-27, effective September 27, 2016.

Page 1 of 32 ends

City Council and Concurrent AuthoritiesMarch 12, 2024

City Council and Concurrent Authorities
March 12, 2024