City Council and Concurrent Authorities
May 14, 2024

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AGREEMENT or any ensuing LOCAL AGENCY construction project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project which will follow.

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

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

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

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

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

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

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

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

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

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

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A&E Boilerplate Agreement Language

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

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

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

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

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

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

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

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

G. The CONSULTANT, with regard to the work performed under this AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex,

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age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

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

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

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

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

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

3. Does not have a proposed debarment pending; and

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

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

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

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

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

CONSULTANT shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate Good Faith Efforts (GFE) to meet this goal. It is CONSULTANT’s responsibility to verify at date of proposal opening that the DBE firm is certified as

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a DBE by using the California Unified Certification Program (CUCP) database and possesses the most specific available North American Industry Classification System (NAICS) codes and work code applicable to the type of work the firm will perform on the contract. Additionally, the CONSULTANT is responsible to document the verification record by printing out the CUCP data for each DBE firm. A list of DBEs certified by the CUCP can be found at https://caltrans.dbesystem.com/.

All DBE participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal. Credit for materials or supplies CONSULTANT purchases from DBEs counts towards the goal in the following manner:
 100 percent counts if the materials or supplies are obtained from a DBE manufacturer.  60 percent counts if the materials or supplies are purchased from a DBE regular dealer.  Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49 CFR 26.55 defines "manufacturer" and "regular dealer."

This AGREEMENT is subject to 49 CFR 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. CONSULTANTs who enter into a federally funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve California's statewide overall DBE goal.

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

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

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

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

Failure by the CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying CONSULTANT from future proposing as non-responsible

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E. Termination and Replacement of DBE Subconsultants

CONSULTANT shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless CONSULTANT or DBE subconsultant obtains the LOCAL AGENCY’s written consent. CONSULTANT shall not terminate or replace a listed DBE for convenience and perform the work with their own forces or obtain materials from other sources without authorization from the LOCAL AGENCY. Unless the LOCAL AGENCY’s consent is provided, the CONSULTANT shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE on the Exhibit 10-02: Consultant Contract DBE Commitment form.

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

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

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

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

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

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

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

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

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

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

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

11. The LOCAL AGENCY determines other documented good cause.

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

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

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

3. Submit CONSULTANT’s DBE termination request by written letter to the LOCAL AGENCY and include:
 One or more above listed justifiable reasons along with supporting documentation.  CONSULTANT’s written notice to the DBE regarding the request, including proof of

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transmissio
n and tracking documentation of CONSULTANT’s written notice  The DBE's response to CONSULTANT’s written notice, if received. If a written response was not provided, provide a statement to that effect.

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

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

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

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

1. Submit a request to replace a DBE with other forces or material sources in writing to the LOCAL AGENCY which must include:
a. Description of remaining uncommitted work item made available for replacement DBE solicitation and participation.
b. The proposed DBE replacement firm's business information, the work they have agreed to perform, and the following:
 Description of scope of work and cost proposal
 Proposed subcontract agreement and written confirmation of agreement to perform on the Contract
 Revised Exhibit 10-O2: Consultant Contract DBE Commitment

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

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

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

The LOCAL AGENCY shall request CONSULTANT to:

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

2. Provide this notification before starting the affected work

3. Maintain records including:
 Name and business address of each 1
st
-tier subconsultant
 Name and business address of each DBE subconsultant, DBE vendor, and DBE trucking company, regardless of tier
 Date of payment and total amount paid to each business (see Exhibit 9-F: Monthly Disadvantaged Business Enterprise Payment)

If CONSULTANT is a DBE CONSULTANT, they shall include the date of work performed by their own forces and the corresponding value of the work.

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

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

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

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

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

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

Within 10 days of a DBE initially performing work or supplying materials on the Contract, CONSULTANT shall submit to the LPA the initial evaluation and validation of DBE performance of a CUF using the LAPM 9-J: Disadvantaged Business Enterprise Commercially Useful Function Evaluation. Include the following information with the submittal:
 Subcontract agreement with the DBE
 Purchase orders
 Bills of lading
 Invoices
 Proof of payment
CONSULTANT must monitor all DBE’s performance of CUF by conducting quarterly evaluations and validations throughout their duration of work on the Contract using the LAPM 9-J: DBE Commercially Useful Function Evaluation. CONSULTANT must submit to the LOCAL AGENCY these quarterly evaluations and validations by the 5th of the month for the previous three months of work.

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

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

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

If CONSULTANT and/or the LOCAL AGENCY determine that a listed DBE is not performing a CUF in performance of their DBE committed work, CONSULTANT must immediately suspend performance of the noncompliant portion of the work. LOCAL AGENCY may deny payment for the

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noncompliant portion of the work. LOCAL AGENCY will ask the CONSULTANT to submit a corrective action plan (CAP) to the LOCAL AGENGY within five (5) days of the noncompliant CUF determination. The CAP must identify how the CONSULTANT will correct the noncompliance findings for the remaining portion of the DBE's work. LOCAL AGENCY has five (5) days to review the CAP in conjunction with the CONSULTANT’s review. The CONSULTANT must implement the CAP within five (5) days of the LOCAL AGENCY's approval. The LOCAL AGENCY will then authorize the prior noncompliant portion of work for the DBE's committed work.

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

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

I. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its AGREEMENT with its own work force, or the DBE subcontracts a greater portion of the work of the AGREEMENT than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.

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

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

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

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

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

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

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

B. The Certificate of Insurance will provide:

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

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

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

C. CONSULTANT agrees that the bodily injury liability insurance herein provided for, shall be in effect at all times during the term of this AGREEMENT. In the event said insurance coverage expires at any time or times during the term of this AGREEMENT, CONSULTANT agrees to provide at least thirty (30) calendar days prior notice to said expiration date; and a new Certificate of Insurance evidencing insurance coverage as provided for herein, for not less than either the remainder of the term of the AGREEMENT, or for a period of not less than one (1) year. New Certificates of Insurance are subject to the approval of LOCAL AGENCY. In the event CONSULTANT fails to keep in effect at all times insurance coverage as herein provided, LOCAL AGENCY may, in addition to any other remedies it may have, terminate this AGREEMENT upon occurrence of such event.

[Option 2 - for AGREEMENTs with a scope of services that will not require the CONSULTANT or subconsultant to work within the operating state or Local Agency Highway Right of Way where there would be exposure to public traffic or construction CONSULTANT operations. ] CONSULTANT is not required to show evidence of general comprehensive liability insurance.

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

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

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

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

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

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

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

ARTICLE XXII CONTINGENT FEE
CONSULTANT warrants, by execution of this AGREEMENT that no person or selling agency has been employed, or retained, to solicit or secure this AGREEMENT upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this AGREEMENT without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

ARTICLE XXIII DISPUTES
Prior to either party commencing any legal action under this AGREEMENT, the parties agree to try in good faith, to settle any dispute amicably between them. If a dispute has not been settled after forty- five
(45) days of good-faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the other.

[Choose either Option 1 or Option 2]
[Option 1 - Use paragraphs A through C below for all AGREEMENTs without PS&E submittal] A. Any dispute, other than audit, concerning a question of fact arising under this AGREEMENT that is not disposed of by agreement shall be decided by a committee consisting of LOCAL AGENCY’s Contract Administrator and (Insert Department Head or Official), who may consider written or verbal information submitted by CONSULTANT.

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

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

[Option 2 - Replace Paragraph B, above, with the following for AGREEMENTs requiring the submission of PS&E]

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B. Not la
ter than thirty (30) calendar days after completion of all deliverables necessary to complete the plans, specifications and estimate, CONSULTANT may request review by LOCAL AGENCY Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.

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

ARTICLE XXV SAFETY
A. CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. CONSULTANT shall comply with safety instructions issued by LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives. CONSULTANT personnel shall wear hard hats and safety vests at all times while working on the construction project site.

B. Pursuant to the authority contained in Vehicle Code §591, LOCAL AGENCY has determined that such areas are within the limits of the project and are open to public traffic.

CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles.

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

ARTICLE XXVI OWNERSHIP OF DATA
A. It is mutually agreed that all materials prepared by CONSULTANT under this AGREEMENT shall become the property of City, and CONSULTANT shall have no property right therein whatsoever. Immediately upon termination, City shall be entitled to, and CONSULTANT shall deliver to City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by CONSULTANT in performing this AGREEMENT which is not CONSULTANT’s privileged information, as defined by law, or CONSULTANT’s personnel information, along with all other property belonging exclusively to City which is in CONSULTANT’s possession. Publication of the information derived from work performed or data obtained in connection with services rendered under this AGREEMENT must be approved in writing by City.

B. Additionally, it is agreed that the Parties intend this to be an AGREEMENT for services and each considers the products and results of the services to be rendered by CONSULTANT hereunder to be work made for hire. CONSULTANT acknowledges and agrees that the work

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(and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City without restriction or limitation upon its use or dissemination by City.

C. Nothing herein shall constitute or be construed to be any representation by CONSULTANT that the work product is suitable in any way for any other project except the one detailed in this Contract. Any reuse by City for another project or project location shall be at City’s sole risk.

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

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

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

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

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

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

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

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

C. CONSULTANT shall not comment publicly to the press or any other media regarding the AGREEMENT or LOCAL AGENCY’s actions on the same, except to LOCAL AGENCY’s staff, CONSULTANT’s own personnel involved in the performance of this AGREEMENT,

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at public hea
rings, or in response to questions from a Legislative committee.

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

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

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

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

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

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

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

ARTICLE XXXII TITLE VI ASSURANCES
APPENDICES A - E of the TITLE VI ASSURANCES

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

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

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

APPENDIX A

During the performance of this Agreement, the contractor, for itself, its assignees and successors in interest (hereinafter collectively referred to as CONSULTANT) agrees as follows:

a. Compliance with Regulations: CONSULTANT shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement.

b. Nondiscrimination: CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the agreement covers a program set

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forth in Appendix B of the Regulations.

c. Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub- agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by CONSULTANT of the CONSULTANT’S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin.

d. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, CONSULTANT shall so certify to the recipient or FHWA as appropriate and shall set forth what efforts CONSULTANT has made to obtain the information.

e. Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the nondiscrimination provisions of this agreement, the recipient shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:

i. withholding of payments to CONSULTANT under the Agreement within a reasonable period of time, not to exceed 90 days; and/or

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

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

APPENDIX B

CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY

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

NOW THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the recipient will accept title to the lands and maintain the project constructed thereon in accordance with Title 23 U.S.C., the regulations for the administration of the preceding statute, and the policies and procedures prescribed by the FHWA of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of

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Federal Regulations,
U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the recipient all the right, title and interest of the U.S. Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof.

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

APPENDIX C

CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE

ACTIVITY, FACILITY, OR PROGRAM

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

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

1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S. Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations(as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of,

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or be ot
herwise subjected to discrimination in the use of said facilities.

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

APPENDIX D

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

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

A. The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest ,and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, “as a covenant running with the land”) that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on,over, or under such land, and the furnishings of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits or, or otherwise be subjected to discrimination, (3) that the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance.

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

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

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Pertinent Non-Discrimination Authorities:

 Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part

21.  The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);  Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), prohibits discrimination on the basis of sex;
 Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CR Part 27;  The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), prohibits discrimination on the basis of age);
 Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);  The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);
 Titles II and III of the Americans with Disabilities Act, which prohibit discrimination of the basis of disability in the operation of public entities, public and private transportation systems, places ofpublic accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations 49 C.F.R. parts 37 and 38;
 The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);  Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;
 Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English Proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);  Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C.1681 et seq).

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ARTICLE

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

CONSULTANT:
(CONSULTANT)
(NAME) ,Project Manager
(ADDRESS)
LOCAL AGENCY:
(LOCAL AGENCY)
(NAME) , Contr act Administrator
(ADDRESS)

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

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

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

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

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Local Assistance Procedures Manual Exhibit 10-O1
Consultant Proposal DBE Commitment
EXHIBIT 10-O1 CONSULTANT PROPOSAL DBE COMMITMENT

1. Local Agency: 2. Contract DBE Goal:

3. Project Description:

4. Project Location:

5. Consultant's Name: 6. Prime Certified DBE: 

7. Description of Work, Service, or Materials
Supplied

8. DBE
Certification
Number
Local Agency to Complete this Section

17. Local Agency Contract Number:

18. Federal-Aid Project Number:

19. Proposed Contract Execution Date:

20. 21. Local Agency Representative's Signature 22. Date

23. Local Agency Representative's Name 24. Phone

25. Local Agency Representative's Title
Consultant’s Ranking after Evaluation: __________________________ Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate.

9. DBE Contact Information

11. TOTAL CLAIMED DBE PARTICIPATION

10. DBE %
%
IMPORTANT: Identify all DBE firms being claimed for credit, regardless of tier. Written confirmation of each listed DBE is required.

12. Preparer's Signature 13. Date

14. Preparer's Name 15. Phone

16. Preparer's Title
DISTRIBUTION: Original – Included with consultant’s proposal to local agency.

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LPP 18-01 Page 1 of 2
January 2019
Reset Form
River City Geoprofessionals, Inc dba Universal Engineering Sciences (UES) 2024 On-Call Material Testing Services For Various City Projects City Project No. Seb-24-001 Stockton, CA
City of Stockton 0

N/A N/A N/A
0 N/A
UES Branch Manager - Stockton
Cloves Tennis 209.639.1081
01/31/2024
Requested Forms

ATTACHMENT C
1255
City of Stockton
Legislation Text
File #: 24-0393, Version: 1

APPROVE MOTION TO AWARD A SERVICE CONTRACT FOR PROFESSIONAL PEST

CONTROL SERVICES

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

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

2. Award a five-year Service Contract, in the amount not to exceed $423,006, to California Professional Pest Control dba California Pest Control of Stockton, CA, for Professional Pest Control Services, Project No. OM-24-068.

3. Authorize the City Manager to execute one optional two-year extension to this Service Contract, in the amount not to exceed $184,933.50, for a total aggregate contract amount of $607,939.50.

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

Summary
The City maintains pest control at 117 City facilities. The City contracts for regular inspection and mitigation efforts to provide an environment that is free from all pests for City building interiors and exterior perimeters.

On January 17, 2024, the City advertised a Request for Proposals (RFP) for Professional Pest Control Services, Project No. OM-24-068. Five firms submitted proposals for this project. The Selection Committee evaluated the proposals and found California Professional Pest Control dba California Pest Control (California Pest Control) of Stockton, CA, to be the most qualified and highest ranked firm.

It is recommended that Council approve a motion authorizing the City Manager to execute a five-year Service Contract, in the amount not to exceed $423,006, with California Pest Control (Attachment A).

Contracted services will begin July 1, 2024, and expire June 30, 2029, with the option of one two- year extension. With the extension, the total aggregate contract amount is $607,939.50. The annual funding split, including the optional extension, will be funded from Public Works, Community Services, Community Development, Economic Development, and Municipal Utilities Departments’ Operating Budgets (Attachments B and C).

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File #: 24-0393, Version: 1

DISCUSSION
Background
Public Works is responsible for maintaining pest control at 117 City facilities. The City contracts for regular inspection and mitigation efforts to provide an environment that is free from all pests for City building interiors and exterior perimeters. The facilities are located throughout the City and include two County Library branches. Public Works does not have staff with the technical training to perform professional pest control services.

Present Situation
On January 17, 2024, the City advertised an RFP for Professional Pest Control Services, Project No.

OM-24-068. On February 7, 2024, five proposals were received from the following firms:
· All Season’s Pest Control (Stockton, CA)
· California Pest Control (Stockton, CA)
· Integrated Pest Control Management, Inc. (Ontario, CA) · McCauley Agricultural & Pest Service, Inc. (Brentwood, CA) · Pestmaster Services, Inc. (Reno, NV)
A Selection Committee evaluated and ranked all proposals based on each firm’s experience, quality of work, qualifications of staff, communication, and cost. California Pest Control received the highest ranking, based on the noted criteria, and was determined to be the most qualified firm for this project.

It is recommended that Council approve a motion authorizing the City Manager to execute a five-year Service Contract with set annual rates, in the amount not to exceed $423,006, with California Pest Control of Stockton, CA, for Professional Pest Control Services, Project No. OM-24-068 (Attachment A). Contracted services will begin July 1, 2024, and expire June 30, 2029, with the option of one two- year extension. With the extension, the total aggregate contract amount is $607,939.50.

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 staffing available to perform professional pest control services.

2. Use of the RFP process is appropriate for this Service Contract because it relies on the evaluation of professional qualifications and performance as the basis for selection of a vendor. Use of the criteria helps ensure selection of a vendor that will provide the highest quality professional service, which is in the public interest.

3. The negotiated contract contains an Integrated Pest Management (IPM) provision. This requires the Contractor to have an IPM policy and to comply with reporting requirements to the City, which is also in the public interest.

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File #: 24-0393, Version: 1

4. The City negotiated a contract following the solicitation of competitive proposals in accordance with SMC section 3.68.070.A.3.

FINANCIAL SUMMARY
The Service Contract is proposed to be funded at the set fees listed below and in accordance with the Scope of Work in the Service Contract.

Initial Multi-Year Term Annual Cost
July 1, 2024 - June 30, 2025 $ 81,741.00
July 1, 2025 - June 30, 2026 $ 81,741.00
July 1, 2026 - June 30, 2027 $ 84,124.50
July 1, 2027 - June 30, 2028 $ 86,508.00
July 1, 2028 - June 30, 2029 $ 88,891.50
Initial Contract Term Sub-Total $423,006.00
Optional Single Two-Year Extension Annual Cost
July 1, 2029 - June 30, 2030 $ 91,275.00
July 1, 2030 - June 30, 2031 $ 93,658.50
Optional Extension Sub-Total $184,933.50
Total with Contract Extension $607,939.50
The annual costs include $10,000 in contingency funds to cover possible single occurrence infestation treatments and nest removals that are not covered in the monthly routine services for the Professional Pest Control Services, Project No. OM-24-068.

Funding is available for expenditures through Fiscal Year 2025-26. The Service Contract, including the $10,000 contingency, will be funded from Public Works, Community Services, Community Development, Economic Development, and Municipal Utilities Departments’ Operating Budgets (Attachments B and C). Funding for the remaining years of the Service Contract will be contingent on future annual budget appropriations. The annual funding split, including the optional single two-year extension, will remain the same over the life of the Service Contract.

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

Attachment A - Service Contract with California Pest Control Attachment B - Initial Contract Term Funding Split
Attachment C - Optional Contract Extension Funding Split City of Stockton Printed on 5/8/2024Page 3 of 3
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CONTRACT FOR SERVICES
THIS CONTRACT is entered into this day of 2024, between the CI TY OF STOCKTON, a municipal corporation (“C ITY), and CALIFORNIA PROFESSIONAL PEST CONTROL DBA CALIFORNIA PEST CONTROL a STATE OF CALIFORNIA CORPORATION, with a business address at P.O. BOX 692636, STOCKTON, CA 95269 , hereinafter called "CONTRACTOR.," THIS CONTRACT is for the PROFESSIONAL PEST CONTROL SERVICES (PROJECT NO. OM-24-068), hereinafter referred to as “SERVICE”.

RECITALS
A. CONTRACT
OR represents that it is licensed in the State of California and is qualified, willing and able to provide the services proposed in the SCOPE OF WORK section of this Contract.

B. CONTRACT
OR represents that it is registered pursuant to Labor Code Section 1725.5 and will register annually with the Department of Industrial Relations , if the services have a wage determination for the services outlined in the SCOPE OF WORK section of this Contract.

C. CONTRACT
OR represents that it will pay all required prevailing wages under California Labor Code for all services provided that have a wage determination.

D. CITY fi
nds it necessary and advisable to use the services of the CONTRACTOR for the purposes provided in this Contract.

NOW THE
REFORE, in consideration of the mutual promises, covenants and conditions in this Contract, CITY and CONTRACTOR agree as follows:

1. SCOPE OF SERVICES. Subject to the terms and conditions set forth in this Contract, CONTRACTOR shall undertake and complete the services described in Exhibit A (scope and specifications). CONTRACTOR shall provide said services at the time, place, and in the manner specified in Exhibit A and compatible with the standards of the profession. CONTRACTOR agrees that it shall provide fully complete services including all labor, materials, tools, equipment and insurance required and that are acceptable to the CITY.

2. COMPENSATION. CITY shall pay CONTRACTOR for services outlined in Exhibit A according to the fee not to exceed the schedule detailed in Exhibit B (fee schedule) , which is attached to this Contract and incorporated by this reference. CONTRACTOR agrees this fee is for full remuneration for performing all services and furnishing all staffing, materials and tools called for in the scope of services. The payments shall be made on a monthly basis upon receipt and approval of CONTRACTOR’S invoice for completed work. Total compensation for services and reimbursement for costs shall not exceed $423,006.00 or as otherwise mutually agreed to in a Contract Amendment.

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

ATTACHMENT A

1259
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 deposit. CONTRACTOR shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon.
a. In
voices submitted by CONTRACTOR to CITY must contain a brief description of work performed, location of work, time used, materials and special equipment and City project number. Payment shall be made within thirty (30) days of approval of invoice by City.
b. Upon c
ompletion of work and acceptance by C ITY, CONTRACTOR shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by C ITY upon receiving a written request thirty (30) days in advance of said time limitation. CITY shall have no obligation or liability to pay any invoice for work performed which CONTRACTOR fails or neglects to submit within sixty (60) days, or any extension thereof granted by the CITY, after work is accepted by CITY.

3. INS
URANCE. During t he term of this Contract, CONTRACTOR shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit C (Insurance Requirements and Forms) which is attached to this contract and incorporated by this reference and shall otherwise comply with the other provisions of Exhibit C (Insurance Requirements and Forms). Maintenance of proper insurance coverage is a material element of this contract and that failure to maintain or renew coverage or to provide evidence of renewal may be treated as a material breach of contract.

CO
NTRA
CTOR 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 C, 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. 2016-09-27-1213, 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. Furthermore, 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
Additional 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.

The l
imits 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

ATTACHMENT A

1260
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 s
elf-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.

Pol
icies 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 C
ITY 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.

CO
NTRACTOR 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.

CO
NTRACTOR 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. CONTRACTOR further agrees to include these same provisions with any subcontractor regardless of tier. A copy of the CITY Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The CONTRACTOR shall require all Subcontractors 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. INDE
MNITY AND HOLD HARMLESS. To the full est 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.

5. SCHEDULE AND TERM. CONTRACTOR shall perform the scope of work as described in Exhibit A according to the schedule detailed in Exhibit A, which is attached to this Contract and incorporated by this reference. This contract shall commence on the date written above and shall expire on June 30, 2024, unless extended by mutual agreement through the issuance of a Contract Amendment. This contract provides for one (1), two (2) year extension at the same rates and terms as outlined in Exhibit A and Exhibit B.

6. CONFORMANCE TO APPLICABLE LAWS. CONTRACTOR shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances.

ATTACHMENT A

1261
a. TITLE VI
Ti
tle 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 progr am or activity receiving federal financial assistance.” (42 USC Section 2000d) http://www.dol.gov/oasam/regs/statutes/titlevi.htm.

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

CRIMINATION AND HARASSMENT POLICY
The C
ity of Stockton has a Discrimination and Harassment Policy (Exhibit D). The purpose of this policy is to reaffirm the CITY’s commitment to demonstrating respect for all individuals by strictly prohibiting discrimination and harassment, including sexual harassment in the workplace, to define the types of behavior and conduct prohibited by this policy, and to set forth a procedure for reporting, investigating, and resolving complaints of discrimination and harassment in the workplace. c. LABO

R STANDARDS PROVISIONS/CALIFORNIA LABOR CODE
The bi
dder shall understand that conditions set forth in Chapter 1, Part 7, Division 2 of the California Labor Code shall be considered part of the contract agreement. https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=LAB&divisi on=2.&title=&part=7.&chapter=1.&article=2.
d. PREVAI

LING WAGE
CO
NTRACTOR and any subcontractor shall pay each employee engaged in the trade or occupation not less than the prevailing hourly wage rate. In accordance with the provisions of Section 1770 of the Labor Code, the Director of Department of Industrial Relations of the State of California has determined the general prevailing rates of wages and employer payments for health and welfare, pension, vacation, travel time, and subsistence pay as provided for in Section 1773.1, apprenticeship or other training programs authorized by Section 3093 and similar purposes applicable to the work to be done. 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 insure 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.

ATTACHMENT A

1262
ii. Should the 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 California. To forfeit as a penalty to CITY the sum of TWENTY FIVE AND NO/ 100 DOLLARS ($25.00) for each laborer, worker, or mechanic employed by 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 un der the provisions of the foregoing sections shall be deducted from the payments to be made under the terms of this contract.
iii. The C
ONTRACTOR 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 Public Works 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.
iv. T
he 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 ad minister and conduct apprenticeship programs, if applicable to the job.
e. LO

CAL EMPLOYMENT ORDINANCE
Pur
suant 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. SA

NCTIONS
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.

ATTACHMENT A

1263

7. CONTRACT AMENDMENTS . 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 Project Manager to be necessary or advisable and to require such extra work as may be determined by the Project Manager to be required for the proper completion of the whole work contemplated.

Any
such
changes will be set forth in a Contract Amendment which will specify, in addition to the work done in connection with the change made, adjustment of contract time, if any, and the basis of compensation for such work. A Contract Amendment will not become effective until approved by the authorized City official.

8. RIG
HTS AND DUTIES OF CITY. CITY shal l make available to CONTRACTOR all data and information in the possession of CITY which both parties deem necessary to complete the work, and CITY shall actively aid and assist CONTRACTOR in obtaining such information as may be deemed necessary from other agencies and individuals.

9. OBL
IGATIONS OF CONTRACTOR. Thr oughout the term of this Contract, CONTRACTOR represents and warrants that it has or will have at the time this Contract is executed, all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required for the CONTRACTOR to practice its professions, and CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Contract all such licenses, permits, qualifications, insurance, and approvals CONTRACTOR shall me et with the Public Works Director or other personnel of C ITY or third parties as necessary on all matters connected with the carrying out of CONTRACTOR’S services. Such meetings shall be held at the request of either party hereto.

CONTRACTOR further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

10. TE
RMINATION. This A greement is effective on the Effective Date. The City may terminate this Contract and work pursuant to any of all scope of works at any time by mailing a notice in writing to Contractor. The Contract shall then be deemed terminated and no further work shall be performed by Contractor. If the Contract is so terminated, the Contractor shall be paid for that percentage of work actually completed at the time the notice of termination is received.

11. CONT
RACTOR STATUS . In performing the obligations set forth in this Contract, CONTRACTOR shall have the status of an independent contractor and CONTRACTOR shall not be considered to be an employee of the C ity for any purpose. All persons working for or under the direction of CONTRACTOR are its agents and employees, and are not agents of the C ITY.

Subcontractors shall not be recognized as having any direct or contractual relationship with the CITY.

The persons engaged in the work, including employees of subcontractors and suppliers , will be considered employees of CONTRACTOR. The CONTRACTOR shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Contract. The CONTRACTOR is responsible to the CITY for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.
a. If
in the p
erformance of this Contract any third persons are employed by CONTRACTOR, such persons shall be entirely and exclusively under the direction, supervision, and

ATTACHMENT A

1264
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.
i. 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.
ii. As
an independent contractor, CONTRACTOR hereby indemnifies and holds CITY harmless from any and all claims that may be made against the C ITY based upon any contention by any third party that employer -employee relationship exists by reason of this Contract.

12. ASS
IGNMENT. CONTRA CTOR shall not assign, sublet, or transfer this Contract or any interest or obligation in the Contract without the prior written consent of the CITY, and then only upon such terms and conditions as C ITY may set forth in writing. CONTRACTOR shall be solely responsible for reimbursing subcontractors.

13. HEADI
NGS NOT CONTROLLING. Headi ngs used in the Contract are for reference purposes only and shall not be considered in construing this Contract.

14. NOT
ICES. Any and all notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed as follows:

To CO
NTRACT
OR: California Professional Pest Control To City: Public Works Director DBA California Pest Control City of Stockton
P.O. Box 692636 22 E. Weber Ave., Ste. 301
Stockton, CA 95269 Stockton, CA 95202

15. L
ICENSES, CERTIFICATIONS, AND PERMITS. Prior to the CITY’S execution of this Contract and prior to the CONTRACTOR engaging in any operation or activity set forth in this Contract, CONTRACTOR shall obtain a City of Stockton business license, which must be kept in effect during the term of this Contract. CONTRACTOR covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Contract.

16. RECO
RDS AND AUDITS. CITY r eserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Contract. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance.

CONT
RACTO
R agrees that CITY or its delegate shall 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 purposes of determining compliance with this Contract. CONTRACTOR agrees to maintain such records for a period of three years from the date that final payment is made.

ATTACHMENT A

1265

17. CONFIDENTIALITY. CONTRACTOR shall exercise reasonable precautions to prevent the unauthorized disclosure and use of CITY’S reports, information, or conclusions.

18. CONF
LICTS OF INTEREST. CONT RACTOR covenants that other than this Contract, 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 or degree by the performance of CONTRACTOR’S services under this Contract. If such an interest arises, CONTRACTOR will immediately notify CITY.

19. WAI
VER. In the event either CITY or CONTRACTOR at any time waive any breach of this Contract by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Contract, whether of the same or of any other covenant, condition, or obligation.

20. GO
VERNING LAW. Cali fornia law shall govern any legal action pursuant to this Contract with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the federal District Court of California, Eastern District, Sacramento Division.

21. DIS
PUTE RESOLUTION. Pri or to undertaking any litigation , the Parties shall make reasonable efforts to resolve all disputes informally, including by means of a conference between senior managers of each Party having authority to resolve the dispute.

1. Venu
e
Any
controversy or claim between the Parties shall be determined with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the f ederal D istrict Court of California, Eastern District, S acramento Division.

2. If
any litigation action or proceeding is commenced in connection with this Agreement, the prevailing Party , as determined by the court, shall be entitled to reasonable attorneys' fees (including allocated costs for in- house legal services), costs and necessary disbursements incurred in such action or proceeding.

22. NO P
ERSONAL LIABILITY. No of ficial or employee of CITY shall be personally liable to CONTRACTOR in the event of any default or breach by CITY or for any amount due CONTRACTOR.

23. INT
EGRATION AND MODIFICATION. The r esponse by CONTRACTOR to the Request for Proposals or Qualifications and the Request for Proposals or Qualifications on file with the CITY are hereby incorporated herein by reference to the extent that such documents do not differ from the provisions and terms of this Contract that shall supersede such response to Request for Proposals or Qualifications . This Contract represents the entire integrated agreement between CONTRACTOR and CITY, supersedes all prior negotiations, representations, or agreements, either written or oral, between the parties, and may be amended only by written instrument signed by CONTRACTOR and CITY. All exhibits and this contract are intended to be construed as a single

ATTACHMENT A

1266
1267
SCOP

E OF WORK
Professional Pest Control Services, Project No. OM-24-068 Description
Vendor shall provide at their own risk, all labor, materials, supervision, insecticides, tools, equipment, insurance, permits, licenses, storage, transportation, disposal, and proper protection necessary to accomplish effective pest control, and use the most modern and professional pest procedures according to industry practices and Department of Pesticide Regulation/Structural Pest Control Board of California. Vendor shall properly remove and dispose of any insects, dead rodents and/or rodent feces.

Vendor shall use all caution necessary to prevent humans, domestic pets, and non- targeted animals from being harmed by Vendor’s methods to control pest activity.

1. Monthly Pest Control Service
The Vendor is to provide for all buildings included in this RFP an environment that is free from all pests, including, but not limited to:
• Spiders, including the removal of all spider webs from outside of all buildings, up to a maximum height of two (2) stories, which is defined as 25- 30 feet from ground level
• Cockroaches and beetles
• Crickets and grasshoppers
• Ants (all species), earwigs, sow bugs, and silverfish • Fleas, lice, mites, and other biting insects
• Mice, rats, and other rodents
• Bees, wasps, hornets, and other stinging insects nesting in the interior or exterior, up to a maximum height of two (2) stories, defined as 25-30 feet from ground level
The monthly pest cont rol service includes a combinati on of inspection a nd mitigation efforts in the building interiors and around exterior perimeters.

Vendor will provide the Project Manager a monthly schedule showing the day each location will be serviced, along with a schedule of services to be performed at each facility.

The sch
edule shall be provided, at minimum, one week before any service to allow the Project Manager sufficient time to coordinate with designated onsite staff. Each facility shall be serviced monthly, unless noted otherwise. Frequency of service is listed on Attachment 1 – Required Service Locations. A sample schedule shall be submitted with the proposal.

Vendor personnel shall check in with designated City staff before performing services to receive an update on any issues that may have arisen since the last routine service. A list of designated personnel at each site will be provided prior to commencement of the

EXHIBIT A

ATTACHMENT A
1268
Service Con
tract. City escorts are required at several facilities. If designated staff are unavailable to escort a Vendor’s technician inside a facility, technician must notify the Project Manager immediately. If the Project Manager cannot locate an escort within a reasonable time, the exterior of the facility shall be serviced.

The Vendor must perform a thorough inspection during routine services. Vendor personnel shall provide the Project Manager with an electronic copy of the service report within one week of service, in order to report any issues that may be addressed by the City prior to the next scheduled service (e.g. trim vegetation away from building, install door sweeps, etc.). Service reports must be signed by the designated building representative to verify that the services were delivered, unless no representative was present and only exterior perimeters were treated. A sample service report shall be submitted with Vendor proposal. The Service Report should include:
• Building Name and Address
• Date and Time of Service
• Name of Service Technician who provided the service
• Completed Checklist which summarizes the results of inspections in terms of sanitation, structure, storage practices, etc. observed by the Service Technician
• Chemicals Used
• Comments and Recommendations
The Vendor shall make as many service calls as may be required to accomplish satisfactory eradication and control. Emergency service without extra charge within 24 hours of call for same shall be provided.

Vendor shall maintain a sufficient supply of chemicals and mechanical traps in the most efficient manner to ensure effective, preventative pest control.

All pest control services shall be performed in accordance with Federal, State and Local rules and regulations. Any and all chemicals used during the service must be approved for its intended use and applied in a manner consistent with the regulations established by the State of California Department of Pesticide Regulation/Structural Pest Control Board and consistent with Federal and Cal OSHA standards.

2. Vendor Responsibilities
The Vendor shall appoint an Account Manager who shall be responsible for the performance of the work and an alternate(s) who shall act for the Vendor when the Account Manager is absent. The names of these persons shall be designated in writing to the City. For this work, the term “Account Manager” shall include the alternate as specified above. The Account Manager, or their designee/alternate, shall be available during normal business hours to meet with City representative(s) to discuss any problem areas.

EXHIBIT A

ATTACHMENT A
1269
The V
endor shall employ only workers who are competent and skilled for work under this Contract. The City shall, throughout the term of the Contract or any extension thereof, have the right of reasonable rejection and/or approval of staff assigned to the work by the Vendor. If the City’s Project Manager rejects one of Vendor's staff, the Vendor must provide replacement staff satisfactory to the City at no additional cost. Any Vendor employee who is, in the opinion of the City, considered incompetent, disorderly, refuses to perform in accordance with the contract specifications, threatens or uses abusive language while on City property, or is otherwise unsatisfactory, shall be removed immediately from work under this Service Contract upon request of the City.

Vendor acknowledges it is an independent contractor and shall not for any purpose be deemed to be an employee, agent, or other representative of the City. Vendor shall not assign, sublet, transfer or otherwise substitute its interest in this work, or any of its obligations, without the prior written consent of the City. It is the intent of these specifications that all work is to be performed by Vendor's forces.

Vendor shall employ enough staff to ensure effective performance of the work described.

All work shall be performed by experienced staff directly employed by the Vendor.

Each employee of the Vendor shall be identified by photograph identification badge and uniform readily identifying the worker as an employee of the Vendor’s company. Each employee must be so identified at all times while performing work in or around any City facility.

No unauthorized person or persons who are not employees of the Vendor (i.e., spouse, children, brother, sister, friends, etc.) shall be allowed within the immediate work area during the performance of services under this contract.

3. Vendor Qualifications
Vendor will furnish with proposal, a current and valid copy of California State Applicators License, for all personnel directly involved with pesticide application at City facilities. It will be the Vendor’s responsibility to renew licenses a minimum of fifteen (15) days prior to their expiration date and to provide the City with a copy of the updated license upon receipt. Failure to provide this information will be grounds for immediate contract termination.

4. Areas to Be Treated
Areas to be treated in each building shall include, but not be limited to, the following:
• All common areas.
• Food preparation and serving areas.
• Restrooms, corridors, private offices, storage, mechanical rooms, and stairways.
• The outside perimeter of buildings up to a maximum height of two (2) stories, defined as 25-30 feet from ground level.

EXHIBIT A

ATTACHMENT A
1270
• Flo
ors, doors, foundations, offices, restroom facilities and lunchroom areas.

Food Handling Areas – Treatment of these areas is limited to only times when food is not being handled, processed, prepared, served, and while not occupied by facility employees. Mechanical traps and/or glue boards will be utilized in any food preparation area.

Occupied Areas – Vendor shall utilize pesticides with as low volatility and as odor free as possible in order to keep odor levels from affecting occupants.

Electrical and Computerized Areas – Insect baits are to be used when necessary to treat areas with sensitive electrical, and/or computerized equipment.

5. Integrated Pest Management (IPM) Policy
The Vendor shall submit a copy of the company’s IPM policy along with the proposal.

Should the company not have a current IPM policy, the Vendor must establish an IPM policy and submit along with the proposal. The Vendor selected to provide pest control services to the City shall implement the IPM policy by the service start date.

Vendor shall advise the City in writing regarding the application of any insecticides and pesticides. Vendor shall electronically provide a site-specific monthly schedule to the City’s Project Manager showing where, when and what insecticides and pesticides will be applied at least five (5) working days prior to application each month. It shall specify the pest, manner of application, proposed date of application, the time, and location. It shall contain the brand and common name of the pesticide and list the acute effects.

Vendor must include Safety Data Sheets (SDS) with the proposal, including Chemical Abstract Service (CAS) number. It is also the Vendor’s responsibility to provide any updates or revisions of the SDS, as they may become available for any products sold or delivered to the City of Stockton.

Vendor is solely responsible for any damage or injury due to Vendor’s application or misapplication of insecticides and pesticides.

6. Hazardous Conditions
Vendor is require d to notify th e City Project Manage r immediately of any hazardous conditions and/or damage to City property.

Vendor shall not dispos e of any excess pesticide containers or an y other materials contaminated by pesticides at any City location or City-owned refuse bin.

No pest control materials o r equipment shall be stored or kept at an y facility when the operator is not working.

EXTRA WORK
The City may request the Vendor to perform extra work. Any extra work will be paid for on a time and materials basis. Should there be additional buildings/facilities that require

EXHIBIT A

ATTACHMENT A
1271
pest control and need to be added to the existing contract, the value of new work shall be determined by the average regular monthly cost per facility square foot set forth in the Vendor’s proposal.

All proposals for extra work must be approved by the City’s designated Project Manager and will be processed as a Contract Change Order, which must be signed by the City Manager. No work can be performed on change order sites until an executed Contract Change Order is received by the Vendor.

LOCATIONS AND FREQUENCIES
A full list of service locations and frequencies of service to each is included as Attachment 1 – Required Service Locations.

The City of Stockton reserves the right to add, modify or cancel services at existing locations without Vendor approval. Such changes will be communicated in writing by the Public Works Director or their authorized representative. Addition, modification or removal of services at a City facility will be authorized by Contract Change Order, signed by the City Manager.

INVOICING
Vendor will promptly submit one (1) monthly itemized invoice, no later than fifteen (15) days after the end of the reporting month. All invoices should reference purchase order and contract numbers, which will be provided by the Project Manager prior to the start of service. The Vendor shall customize invoices at the request of the City. A sample invoice shall be submitted with Vendor proposal.

EXHIBIT A

ATTACHMENT A
1272

EXHIBIT A

ATTACHMENT A
1273

EXHIBIT A

ATTACHMENT A
1274

EXHIBIT A

ATTACHMENT A
1275
FEE SCHEDULE for PROFESSIONAL PEST CONTROL SERVICES, PROJECT NO. OM-24-068 California Pest Control
No. FACILITY ADDRESS
Interior &
Exterior
Service
Months per
Year of
Service
# of
Services
per Month
Year 1
Monthly
Cost
Year 2
Monthly
Cost
Year 3
Monthly
Cost
Year 4
Monthly
Cost
Year 5
Monthly
Cost
1 City Hall* 425 N. El Dorado St. x 12 1 106.00$ 106.00$ 107.50$ 109.00$ 110.50$ New City Hall - Blg. 1* 501 W. Weber Ave. x 12 1 106.00$ 106.00$ 107.50$ 109.00$ 110.50$ New City Hall - Blg. 2* 509 W. Weber Ave. x 12 1 106.00$ 106.00$ 107.50$ 109.00$ 110.50$ 3 Stewart Eberhardt Building 22 E Weber Avenue x 12 1 106.00$ 106.00$ 107.50$ 109.00$ 110.50$ 4 Corp Yard 1465 S Lincoln St. x 12 1 106.00$ 106.00$ 107.50$ 109.00$ 110.50$ 5 Cesar Chavez Library 605 N El Dorado St. x 12 1 106.00$ 106.00$ 107.50$ 109.00$ 110.50$ 6 Maya Angelou Library 2324 Pock Lane x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 7 Margaret Troke Library 502 W Benjamin Holt Dr. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 8 Fair Oaks Library 2370 E Main St. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 9 Oak Park Senior Center 730 E Fulton Avenue x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 10 Arnold Rue Community Center 5758 Lorraine Avenue x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 11 Stribley Community Center 1760 E Sonora St. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 12 Seifert Community Center 128 W Benjamin Holt Dr. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 13 Merlo Gymnasium 2021 Anne St. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 14 Van Buskirk Community Center 724 Houston Avenue x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 15 Dorothy Jones Center 2044 Fair St. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 16 Fire Station 1 1818 S Fresno St. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 17 Fire Station 2 110 W Sonora St. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 18 Fire Station 3 1116 E First St. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 19 Fire Station 4 5525 Pacific Avenue x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 20 Fire Station 5 3499 Manthey Rd. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 21 Fire Station 6 1501 Picardy Dr. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 22 Fire Station 7 1767 W Hammer Lane x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 23 Fire Station 9 550 E Harding Way x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 24 Fire Station 10 2903 W March Lane x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 25 Fire Station 11 1211 E Swain Rd. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 26 Fire Station 12 4010 E Main St. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 27 Fire Station 13 3606 Hendrix Dr. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 28 Fire Station 14 3019 McNabb St. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 29 Pixie Woods Amusement Park 3121 Monte Diablo x 5 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 30 Civic Auditorium 525 N Center St. x 12 1 106.00$ 106.00$ 107.50$ 109.00$ 110.50$ 31 Buckley Cove Payment Booth 5863 Buckley Cove Way x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 32 Podesto Teen Impact Center* 725 N. El Dorado St. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 33 Main Police Department 22 E Market St. x 12 1 106.00$ 106.00$ 107.50$ 109.00$ 110.50$ 34 Animal Services Center* 1575 S Lincoln St. x 12 1 106.00$ 106.00$ 107.50$ 109.00$ 110.50$ 35 Permit Center* 345 N El Dorado St. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 36 Linden Library 19059 E Highway 26, Linden, CA x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 37 Thornton Library 26341 N Thornton Rd., Thornton, CA x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 38 Oak Park Pool 3547 Alvarado St. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 2 EXHIBIT B

ATTACHMENT A
1276
FEE SCHEDULE for PROFESSIONAL PEST CONTROL SERVICES, PROJECT NO. OM-24-068 California Pest Control
No. FACILITY ADDRESS
Interior &
Exterior
Service
Months per
Year of
Service
# of
Services
per Month
Year 1
Monthly
Cost
Year 2
Monthly
Cost
Year 3
Monthly
Cost
Year 4
Monthly
Cost
Year 5
Monthly
Cost
39 Sousa Park Pool 2899 Yellowstone Ave. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 40 Brooking Park Pool 4505 Nugget x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 41 Holiday Park Pool 5710 Kermit Lane x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 42 McKinley Community Center 424 E Ninth St. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 43 Louis Park Softball Complex 3121 Monte Diablo Ave. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 44 Misty Holt Softball Complex 9820 McNair Way x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 45 Stockton Soccer Complex 10055 CA-99 x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 46 Weber Point Event Center 235 N Center St. x 12 1 106.00$ 106.00$ 107.50$ 109.00$ 110.50$ 47 Cogeneration Building 2500 Navy Drive x 12 2 98.00$ 98.00$ 101.00$ 104.00$ 107.00$ 48 Operations Building 2500 Navy Drive x 12 2 98.00$ 98.00$ 101.00$ 104.00$ 107.00$ 49 Collections/Maintenance* 2500 Navy Drive x 12 2 98.00$ 98.00$ 101.00$ 104.00$ 107.00$ 50 T-Plant Buildings 2500 Navy Drive x 12 2 98.00$ 98.00$ 101.00$ 104.00$ 107.00$ 51 Administration Building 2500 Navy Drive x 12 2 98.00$ 98.00$ 101.00$ 104.00$ 107.00$ 52 Safety Building 2500 Navy Drive x 12 2 98.00$

98.00$ 101.00$ 104.00$ 107.00$
53 Environmental Control Building 2500 Navy Drive x 12 2 98.00$ 98.00$ 101.00$ 104.00$ 107.00$ 54 Stores 2501 Navy Drive x 12 2 98.00$ 98.00$ 101.00$ 104.00$ 107.00$ 55 Engineering Office* 2500 Navy Drive x 12 2 98.00$ 98.00$ 101.00$ 104.00$ 107.00$ 56 14 Mile Slough Reservoir Building 5656 Feather River Dr. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 57 Weston Ranch Reservoir Building 738 S. French Camp Rd. x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 58 Northwest Reservoir Building 10004 Trinity Parkway x 12 1 49.00$ 49.00$ 50.50$ 52.00$ 53.50$ 59 Administrative Building 11373 N. Lower Sacramento Rd x 12 2 98.00$ 98.00$ 101.00$ 104.00$ 107.00$ 60 Operations Building 11373 N. Lower Sacramento Rd x 12 2 98.00$ 98.00$ 101.00$ 104.00$ 107.00$ 61 Maintenance Shop 11373 N. Lower Sacramento Rd x 12 2 98.00$ 98.00$ 101.00$ 104.00$ 107.00$ 62 Ozone Building 11373 N. Lower Sacramento Rd x 12 2 98.00$ 98.00$ 101.00$ 104.00$ 107.00$ 63 Membrane Filtration Building 11373 N. Lower Sacramento Rd x 12 2 98.00$ 98.00$ 101.00$ 104.00$ 107.00$ 64 Water Field Office 7400 West Lane x 12 2 98.00$ 98.00$ 101.00$ 104.00$ 107.00$ 65 Sanitary Pump Station 1 14 Mile Slough x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 66 Sanitary Pump Station 2 Arch Road x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 67 Sanitary Pump Station 3 Brookside Estates x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 68 Sanitary Pump Station 4 Buckley Cove x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 69 Sanitary Pump Station 5 Camanche & Ridgeway x
12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 70 Sanitary Pump Station 6 Cumberland x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 71 Sanitary Pump Station 7 Drake Avenue x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 72 Sanitary Pump Station 8 Harding Way Subway Lift Station x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 73 Sanitary Pump Station 9 Origone - System 9 x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 74 Sanitary Pump Station 11 Plymouth & 5 Mile Creek x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 75 Sanitary Pump Station 12 Saint Joseph Hospital x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 76 Sanitary Pump Station 13 Sanguinetti x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 77 Sanitary Pump Station 14 Smith Canal x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$

EXHIBIT B

ATTACHMENT A
1277
FEE SCHEDULE for PROFESSIONAL PEST CONTROL SERVICES, PROJECT NO. OM-24-068 California Pest Control
No. FACILITY ADDRESS
Interior &
Exterior
Service
Months per
Year of
Service
# of
Services
per Month
Year 1
Monthly
Cost
Year 2
Monthly
Cost
Year 3
Monthly
Cost
Year 4
Monthly
Cost
Year 5
Monthly
Cost
78 Sanitary Pump Station 15 Swenson Park (N. Pump Station) x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 79 Sanitary Pump Station 16 Waterloo Road x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 80 Sanitary Pump Station 17 Weston Ranch x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 81 Sanitary Pump Station 18 Wilhelmina Henry School x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 82 Sanitary Pump Station 19 6210 West Lake Dr. x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 83 Storm Pump Station 1 Airport Way & Duck Creek x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 84 Storm Pump Station 2 Alexandria & 14 Mile Slough x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 85 Storm Pump Station 3 Arch Rd. Industrial Park x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 86 Storm Pump Station 4 Bianchi & Calaveras x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 87 Storm Pump Station 5 Black Oak & 14 Mile Slough x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 88 Storm Pump Station 6 Bonnie Brook x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 89 Storm Pump Station 7 Brookside & Calaveras (Stagg) x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 90 Storm Pump Station 8 Brookside & I-5 x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 91 Storm Pump Station 9 Buena Vista & Smith Canal x 12 1 29.00$

29.00$ 30.50$ 32.00$ 33.50$
92 Storm Pump Station 10 Cayuga & Mosher x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 93 Storm Pump Station 11 Center Street Underpass x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 94 Storm Pump Station 12 Charter Way East Subway x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 95 Storm Pump Station 13 Charter Way West Subway (MLK) x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 96 Storm Pump Station 14 Don & Mosher Slough x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 97 Storm Pump Station 15 Eight St. & San Joaquin x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 98 Storm Pump Station 16 El Dorado & Mosher Slough x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 99 Storm Pump Station 17 Fresno & Scotts Ave. x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 100 Storm Pump Station 18 Legion Park x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 101 Storm Pump Station 19 March Lane East Subway x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 102 Storm Pump Station 20 March Lane West Subway x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 103 Storm Pump Station 21 Pacific & Five Mile Creek x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 104 Storm Pump Station 22 Pixley Slough & Eight Mile x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 105 Storm Pump Station 23 Riverbend & Calaveras x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 106 Storm Pump Station 24 Royal Oaks & Bear Creek x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 107 Storm Pump Station 25 Sanguinetti & Calaveras x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 108 Storm Pump Station 26 Stagecoach & Duck Creek x
12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 109 Storm Pump Station 27 Stockton Channel Bubbler Station x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 110 Storm Pump Station 28 Sutter & Calaveras x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 111 Storm Pump Station 29 Taft (Clayton & Harvey) x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 112 Storm Pump Station 30 Turnpike & Walker Slough x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 113 Storm Pump Station 31 Westlane & Calaveras South x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 114 Storm Pump Station 32 Weston Ranch x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 115 Storm Pump Station 33 Wilson Way Subway x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$

EXHIBIT B

ATTACHMENT A
1278
FEE SCHEDULE for PROFESSIONAL PEST CONTROL SERVICES, PROJECT NO. OM-24-068 California Pest Control
No. FACILITY ADDRESS
Interior &
Exterior
Service
Months per
Year of
Service
# of
Services
per Month
Year 1
Monthly
Cost
Year 2
Monthly
Cost
Year 3
Monthly
Cost
Year 4
Monthly
Cost
Year 5
Monthly
Cost
116 Storm Pump Station 34 Yarmouth & Mosher Slough x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ 117 Storm Pump Station 35 7256 Sanbucus Way x 12 1 29.00$ 29.00$ 30.50$ 32.00$ 33.50$ Year 1 Year 2 Year 3 Year 4 Year 5
71,741.00$ 71,741.00$ 74,124.50$ 76,508.00$ 78,891.50$ No. AS-NEEDED PRICING
Year 1
Price per
Service
Year 2
Price per
Service
Year 3
Price per
Service
Year 4
Price per
Service
Year 5
Price per
Service
118 615.00$ 615.00$ 615.00$ 615.00$ 615.00$ 119 195.00$ 195.00$ 195.00$ 195.00$ 195.00$ 1 2
* Indicates buildings at various stages of construction or demolition that will be added or removed from contract during contract term.

Examples of potential pricing methodologies for future services:

Adding a building for ongoing standard services - $____49.00____ per (location/square foot, hour etc.) Adding a building/location for one time special services - $____125.00____ per (location/square foot, hour etc.)

ANNUAL TOTAL FOR

ROUTINE SERVICES
On-Call Flea & Tick Spray Treatment
for 217,800 SF (5 acres)
On-Call Inground Wasp Removal (in
City parks)

EXHIBIT B

ATTACHMENT A
1279
REV 2022-05-17
Exhibit C:

Insur
ance Requirements
(Pest Control)
Contractor 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 Contractor, its agents, representatives, or employees.

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

1. Comm
ercial 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. Auto
mobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor 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 contractor provides written verification it has no employees)

4. Pollut
ion Liability applicable to the work being performed, to include non-aerial spraying of pesticides and herbicides, etc., with a limit no less than $2,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year.

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.

Other I
nsurance Provisions
The i
nsurance policies are to contain, or be endorsed to contain, the following provisions:

EXHIBIT C

ATTACHMENT A
1280
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

EXHIBIT C

ATTACHMENT A
1281
REV 2022-05-17

endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.

Self -Insured Retentions

Self-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 (Professional & Pollution only)
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.

EXHIBIT C

ATTACHMENT A
1282
REV 2022-05-17
Verification of Coverage
Co
ntractor 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 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.

Cert
ificate Holder Address
Th
e address for mailing certificates, endorsements and notices shall be:

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

EXHIBIT C

ATTACHMENT A
1283
Subject:

CITY OF STOCKTON, CALIFORNIA

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

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

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

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

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

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

EXHIBIT D

ATTACHMENT A
1284
Subject:

CITY OF STOCKTON, CALIFORNIA

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

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

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

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

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

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

EXHIBIT D

ATTACHMENT A
1285
Subject:

CITY OF STOCKTON, CALIFORNIA

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

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

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

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

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

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

EXHIBIT D

ATTACHMENT A
1286
Subject:

CITY OF STOCKTON, CALIFORNIA

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

DISCRIMINATION AND

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

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

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

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

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

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

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

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

EXHIBIT D

ATTACHMENT A
1287
Subject:

CITY OF STOCKTON, CALIFORNIA

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

DISCRIMINATION AND

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

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

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

EXHIBIT D

ATTACHMENT A
1288
Subject:

CITY OF STOCKTON, CALIFORNIA

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

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

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

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

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

3. Testifies in a proceeding concerning such violation;

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

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

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

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

EXHIBIT D

ATTACHMENT A
1289
Subject:

CITY OF STOCKTON, CALIFORNIA

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

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

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

EXHIBIT D

ATTACHMENT A
1290
Subject:

CITY OF STOCKTON, CALIFORNIA

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

DISCRIMINATION AND

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

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

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

EXHIBIT D

ATTACHMENT A
1291
Subject:

CITY OF STOCKTON, CALIFORNIA

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

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

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

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

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

EXHIBIT D

ATTACHMENT A
1292
Subject:

B.

CITY OF STOCKTON, CALIFORNIA

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

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

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

1. Identify and preserve the evidence.

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

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

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

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

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

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

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

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

EXHIBIT D

ATTACHMENT A
1293
Subject:

CITY OF STOCKTON, CALIFORNIA

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

DISCRIMINATION AND

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

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

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

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

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

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

15. Conduct follow-up interviews, if warranted.

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

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

EXHIBIT D

ATTACHMENT A
1294
Subject:

CITY OF STOCKTON, CALIFORNIA

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

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

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

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

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

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

EXHIBIT D

ATTACHMENT A
1295

CITY OF STOCKTON, CALIFORNIA

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

HARASSMENT POLICY 7/27/09

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

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

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

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

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

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

EXHIBIT D

ATTACHMENT A
1296

CITY OF STOCKTON, CALIFORNIA

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

DISCRIMINATION AND

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

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

APPROVED:
c:r��SON

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

EXHIBIT D

ATTACHMENT A
1297
PROFESSIONAL PEST CONTROL SERVICES, PROJECT NO. OM‐24‐068 FINANCIAL BREAKDOWN BY ACCOUNT
INITIAL CONTRACT TERM ‐ JULY 1, 2024 THROUGH JUNE 30, 2029 ACCOUNT NAME  FUND NAME ACCOUNT NUMBER
FY 2024‐25
NOT TO EXCEED
AMOUNT
FY 2025‐26
NOT TO EXCEED
AMOUNT
FY 2026‐27
NOT TO EXCEED
AMOUNT
FY 2027‐28
NOT TO EXCEED
AMOUNT
FY 2028‐29
NOT TO EXCEED
AMOUNT
TOTAL
Public Works Facilities Maint. Account,
Janitorial Maintenance,
Special Services
General Fund 4520‐706‐
630006‐100‐000‐30‐45‐000‐000‐  $             22,524.00   $             22,524.00   $             23,046.00   $             23,568.00   $             24,090.00   $           115,752.00 Public Works Parks Account,
Special Services General Fund 4540 ‐700‐630006‐100‐000‐30‐45‐000‐000‐  $                1,272.00   $                1,272.00   $                1,290.00   $                1,308.00   $                1,326.00   $                6,468.00 Economic Development
Special Events Account,
Pixie Woods,
Special Services
General Fund 5023‐909‐
630006‐100‐000‐50‐60‐000‐000‐    $ 245.00   $ 245.00   $ 252.50   $ 260.00   $ 267.50   $                1,270.00 Economic Development
Special Events Account,
Civic Auditorium,
Special Services
General Fund 5023 ‐908‐630006‐100‐000‐50‐60‐000‐000‐  $                1,272.00   $                1,272.00   $                1,290.00   $                1,308.00   $                1,326.00   $                6,468.00 Economic Development
Marina Account,
Buckley Cove,
Maintenance & Repairs
General Fund 6050‐000‐
630013‐100‐140‐50‐60‐000‐000‐  $ 348.00   $ 348.00   $ 366.00   $ 384.00   $ 402.00   $                1,848.00 Community Services
Community Centers Account,
Teen Center,
Building Repairs & Maintenance
General Fund 5021 ‐912‐630012‐100‐125‐50‐50‐000‐000‐  $ 588.00   $ 588.00   $ 606.00   $ 624.00   $ 642.00   $                3,048.00 Community Services
Contracted Facilities Account,
Merlo Gymnasium,
Building Repairs & Maintenance
General Fund 5024‐000‐630012‐100‐125‐50‐50‐000‐000‐
CR00MLG‐OTHSVC ‐MAINT ‐  $ 588.00   $ 588.00   $ 606.00   $ 624.00   $ 642.00   $                3,048.00 Community Services
Contracted Facilities Account,
Dorothy Jones Center,
Building Repairs & Maintenance
General Fund 5024‐000‐630012‐100‐125‐50‐50‐000‐000‐
CR00DLJ‐OTHSVC ‐MAINT ‐  $ 588.00   $ 588.00   $ 606.00   $ 624.00   $ 642.00   $                3,048.00 Community Services
Contracted Facilities Account,
McKinley Community Center,
Building Repairs & Maintenance
General Fund 5024‐000‐630012‐100‐125‐50‐50‐000‐000‐
CR00MCC‐OTHSVC ‐MAINT ‐  $ 588.00   $ 588.00   $ 606.00   $ 624.00   $ 642.00   $                3,048.00 Community Services
Aquatics Account,
Oak Park Pool,
Building Repairs & Maintenance
General Fund 5025‐000‐630012‐210‐000‐50‐50‐000‐000‐
CR00OSP‐OTHSVC ‐MAINT ‐MRMEXP  $ 588.00   $ 588.00   $ 606.00   $ 624.00   $ 642.00   $                3,048.00 Community Services
Aquatics Account,
Sousa Park Pool,
Building Repairs & Maintenance
General Fund 5025‐000‐630012‐210‐000‐50‐50‐000‐000‐
CR00SSP‐OTHSVC ‐MAINT ‐MRMEXP  $ 588.00   $ 588.00   $ 606.00   $ 624.00   $ 642.00   $                3,048.00 Community Services
Aquatics Account,
Brooking Park Pool,
Building Repairs & Maintenance
General Fund 5025‐000‐630012‐210‐000‐50‐50‐000‐000‐
CR00BSP‐OTHSVC ‐MAINT ‐MRMEXP  $ 588.00   $ 588.00   $ 606.00   $ 624.00   $ 642.00   $                3,048.00 Community Services
Aquatics Account,
Holiday Park Pool,
Building Repairs & Maintenance
General Fund 5025‐000‐630012‐210‐000‐50‐50‐000‐000‐
CR00HSP‐OTHSVC ‐MAINT ‐MRMEXP  $ 588.00   $ 588.00   $ 606.00   $ 624.00   $ 642.00   $                3,048.00

ATTACHMENT B

1298
ACCOUNT NAME  FUND NAME ACCOUNT NUMBER
FY 2024‐25
NOT TO EXCEED
AMOUNT
FY 2025‐26
NOT TO EXCEED
AMOUNT
FY 2026‐27
NOT TO EXCEED
AMOUNT
FY 2027‐28
NOT TO EXCEED
AMOUNT
FY 2028‐29
NOT TO EXCEED
AMOUNT
TOTAL
Community Services
County Branch Libraries Account,
Linden,
Building Repairs & Maintenance
General Fund 5012‐810
‐630012‐100‐120‐40‐50‐000‐000‐  $ 588.00   $ 588.00   $ 606.00   $ 624.00   $ 642.00   $                3,048.00 Community Services
County Branch Libraries Account,
Thornton,
Building Repairs & Maintenance
General Fund 5012 ‐814‐630012‐100‐120‐40‐50‐000‐000‐  $ 588.00   $ 588.00   $ 606.00   $ 624.00   $ 642.00   $                3,048.00 Community Services
Sports Account,
Stockton Soccer Complex,
Building Repairs & Maintenance
General Fund 5022‐907
‐630012‐100‐125‐50‐50‐000‐000‐  $ 588.00   $ 588.00   $ 606.00   $ 624.00   $ 642.00   $                3,048.00 Community Services
Sports Account,
Louis Park Softball Complex,
Building Repairs & Maintenance
General Fund 5022 ‐907‐630012‐100‐125‐50‐50‐000‐000‐  $ 588.00   $ 588.00   $ 606.00   $ 624.00   $ 642.00   $                3,048.00 Community Services
Sports Account,
Misty Holt Softball Complex,
Building Repairs & Maintenance
General Fund 5022‐907
‐630012‐100‐125‐50‐50‐000‐000‐  $ 588.00   $ 588.00   $ 606.00   $ 624.00   $ 642.00   $                3,048.00 Community Development Account,
Permit Center,
Special Services
Development
Services Fund 5530‐000‐630006‐220‐221‐20‐55‐000‐000‐  $ 588.00   $ 588.00   $ 606.00   $ 624.00   $ 642.00   $                3,048.00 MUD Account Split (25%),
Administration,
Special Services
Water Utility Fund 6511‐512
‐630006‐600‐000‐00‐65‐000‐000‐  $                9,462.00   $                9,462.00   $                9,849.00   $             10,236.00   $             10,623.00   $             49,632.00 MUD Account Split (50%),
Administration,
Special Services
Wastewater Utility
Fund 6511‐512‐630006‐610‐000‐00‐65‐000‐000‐  $             18,924.00   $             18,924.00   $             19,698.00   $             20,472.00   $             21,246.00   $             99,264.00 MUD Account Split (25%),
Administration,
Special Services
Stormwater Utility
Fund 6511‐512‐630006‐620‐000‐00‐65‐000‐000‐  $                9,462.00   $                9,462.00   $                9,849.00   $             10,236.00   $             10,623.00   $             49,632.00 Contingencies ‐ As‐Needed Additional
Services TBD TBD  $
10,000.00   $             10,000.00   $             10,000.00   $             10,000.00   $             10,000.00   $             50,000.00 TOTALS  $             81,741.00  81,741.00$               84,124.50$               86,508.00$               88,891.50$               423,006.00$ PROFESSIONAL PEST CONTROL SERVICES, PROJECT NO. OM‐24‐068 FINANCIAL BREAKDOWN BY ACCOUNT
INITIAL CONTRACT TERM ‐ JULY 1, 2024 THROUGH JUNE 30, 2029

ATTACHMENT B

1299
PROFESSIONAL PEST CONTROL SERVICES, PROJECT NO. OM‐24‐068 FINANCIAL BREAKDOWN BY ACCOUNT
OPTIONAL CONTRACT EXTENSION ‐ JULY 1, 2029 THROUGH JUNE 30, 2031 ACCOUNT NAME  FUND NAME ACCOUNT NUMBER
FY 2029‐30
NOT TO EXCEED
AMOUNT
FY 2030‐31
NOT TO EXCEED
AMOUNT
TOTAL
Public Works Facilities Maint. Account,
Janitorial Maintenance,
Special Services
General Fund 4520 ‐706‐630006‐100‐000‐30‐45‐000‐000‐ $      24,612.00   $       25,134.00   $   49,746.00 Public Works Parks Account,
Special Services General Fund 4540‐700‐630006‐100‐000‐30‐45‐000‐000‐ $        1,344.00   $         1,362.00   $     2,706.00 Economic Development
Special Events Account,
Pixie Woods,
Special Services
General Fund 5023 ‐909‐630006‐100‐000‐50‐60‐000‐000‐    $             275.00   $             282.50   $         557.50 Economic Development
Special Events Account,
Civic Auditorium,
Special Services
General Fund 5023 ‐908‐630006‐100‐000‐50‐60‐000‐000‐ $        1,344.00   $         1,362.00   $     2,706.00 Economic Development
Marina Account,
Buckley Cove,
Maintenance & Repairs
General Fund 6050‐000‐630013‐100‐140‐50‐60‐000‐000‐  $            420.00   $             438.00   $         858.00 Community Services
Community Centers Account,
Teen Center,
Building Repairs & Maintenance
General Fund 5021 ‐912‐630012‐100‐125‐50‐50‐000‐000‐  $            660.00   $             678.00   $     1,338.00 Community Services
Contracted Facilities Account,
Merlo Gymnasium,
Building Repairs & Maintenance
General Fund 5024‐000‐630012‐100‐125‐50‐50‐000‐000‐
CR00MLG‐OTHSVC ‐MAINT ‐  $            660.00   $             678.00   $     1,338.00 Community Services
Contracted Facilities Account,
Dorothy Jones Center,
Building Repairs & Maintenance
General Fund 5024‐000‐630012‐100‐125‐50‐50‐000‐000‐
CR00DLJ‐OTHSVC ‐MAINT ‐  $            660.00   $             678.00   $     1,338.00 Community Services
Contracted Facilities Account,
McKinley Community Center,
Building Repairs & Maintenance
General Fund 5024‐000‐630012‐100‐125‐50‐50‐000‐000‐
CR00MCC‐OTHSVC ‐MAINT ‐  $            660.00   $             678.00   $     1,338.00

ATTACHMENT C

1300
ACCOUNT NAME  FUND NAME ACCOUNT NUMBER
FY 2029‐30
NOT TO EXCEED
AMOUNT
FY 2030‐31
NOT TO EXCEED
AMOUNT
TOTAL
Community Services
Aquatics Account,
Oak Park Pool,
Building Repairs & Maintenance
General Fund 5025‐000‐630012‐210‐000‐50‐50‐000‐000‐
CR00OSP‐OTHSVC ‐MAINT ‐MRMEXP  $            660.00   $             678.00   $     1,338.00 Community Services
Aquatics Account,
Sousa Park Pool,
Building Repairs & Maintenance
General Fund 5025‐000‐630012‐210‐000‐50‐50‐000‐000‐
CR00SSP‐OTHSVC ‐MAINT ‐MRMEXP  $            660.00   $             678.00   $     1,338.00 Community Services
Aquatics Account,
Brooking Park Pool,
Building Repairs & Maintenance
General Fund 5025‐000‐630012‐210‐000‐50‐50‐000‐000‐
CR00BSP‐OTHSVC ‐MAINT ‐MRMEXP  $            660.00   $             678.00   $     1,338.00 Community Services
Aquatics Account,
Holiday Park Pool,
Building Repairs & Maintenance
General Fund 5025‐000‐630012‐210‐000‐50‐50‐000‐000‐
CR00HSP‐OTHSVC ‐MAINT ‐MRMEXP  $            660.00   $             678.00   $     1,338.00 Community Services
County Branch Libraries Account,
Linden,
Building Repairs & Maintenance
General Fund 5012‐810‐630012‐
100‐120‐40‐50‐000‐000‐  $            660.00   $             678.00   $     1,338.00 Community Services
County Branch Libraries Account,
Thornton,
Building Repairs & Maintenance
General Fund 5012 ‐814
‐630012‐100‐120‐40‐50‐000‐000‐  $            660.00   $             678.00   $     1,338.00 Community Services
Sports Account,
Stockton Soccer Complex,
Building Repairs & Maintenance
General Fund 5022 ‐907‐630012‐100‐125‐50‐50‐000‐000‐  $            660.00   $             678.00   $     1,338.00 Community Services
Sports Account,
Louis Park Softball Complex,
Building Repairs & Maintenance
General Fund 5022 ‐907
‐630012‐100‐125‐50‐50‐000‐000‐  $            660.00   $             678.00   $     1,338.00 Community Services
Sports Account,
Misty Holt Softball Complex,
Building Repairs & Maintenance
General Fund 5022‐907
‐630012‐100‐125‐50‐50‐000‐000‐  $            660.00   $             678.00   $     1,338.00

ATTACHMENT C
PROFESSIONAL PEST CONTROL SERVICES, PROJECT NO. OM‐24‐068 FINANCIAL BREAKDOWN BY ACCOUNT
OPTIONAL CONTRACT EXTENSION ‐ JULY 1, 2029 THROUGH JUNE 30, 2031

1301
ACCOUNT NAME  FUND NAME ACCOUNT NUMBER
FY 2029‐30
NOT TO EXCEED
AMOUNT
FY 2030‐31
NOT TO EXCEED
AMOUNT
TOTAL
Community Development Account,
Permit Center,
Special Services
Development
Services Fund 5530‐000‐630006‐220‐221‐20‐55‐000‐000‐  $            660.00   $             678.00   $     1,338.00 MUD Account Split (25%),
Administration,
Special Services
Water Utility Fund 6511‐512‐
630006‐600‐000‐00‐65‐000‐000‐  $      11,010.00   $       11,397.00   $   22,407.00 MUD Account Split (50%),
Administration,
Special Services
Wastewater
Utility Fund 6511‐512‐630006‐610‐000‐00‐65‐000‐000‐  $      22,020.00   $       22,794.00   $   44,814.00 MUD Account Split (25%),
Administration,
Special Services
Stormwater Utility
Fund 6511‐512‐630006‐620‐000‐00‐65‐000‐000‐  $      11,010.00   $       11,397.00   $   22,407.00 Contingencies ‐ As‐Needed Additional Services TBD TBD  $ 10,000.00   $       10,000.00   $   20,000.00
TOTALS  $      91,275.00   $       93,658.50   $ 184,933.50 CONTRACT TOTAL W/EXTENSION 607,939.50$

ATTACHMENT C
PROFESSIONAL PEST CONTROL SERVICES, PROJECT NO. OM‐24‐068 FINANCIAL BREAKDOWN BY ACCOUNT
OPTIONAL CONTRACT EXTENSION ‐ JULY 1, 2029 THROUGH JUNE 30, 2031

1302
City of Stockton
Legislation Text
File #: 24-0399, Version: 1

PARK IMPROVEMENTS AT OAK, MATTIE HARRELL, AND SOUSA PARKS

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

1. Appropriate funds in the amount of $950,000 from the General Fund Balance to the Oak Park Improvements, Project No. WP24044.

2. Appropriate funds in the amount of $400,000 from the General Fund Balance to the Mattie Harrell Playground Replacement, Project No. WP24045.

3. Appropriate funds in the amount of $650,000 from the General Fund Balance to the Sousa Pool Improvement, Project No. WP24046.

4. Authorize funds for the above items to be transferred out of the General Fund into the General Capital Fund, as appropriate.

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
At the February 2024 Council Goal Setting Session and the annual American Rescue Plan Act (ARPA) update to Council, park maintenance and improvements were identified as a high priority item. To address this need in various parts of the City, Public Works recommends installation of one Exeloo restroom and the resurfacing one parking lot at Oak Park, the replacement of one playground at Mattie Harrell Park, and funding the Sousa Pool Improvement project for safety repairs to the pool (Attachment A).

It is recommended that Council adopt a resolution authorizing the appropriation of $2,000,000 from the General Fund Balance to the Oak Park Improvements, Project No. WP24044, the Mattie Harrell Playground Replacement, Project No. WP24045, and the Sousa Pool Improvement, Project No.

WP24046.

DISCUSSION
Background
Exeloo manufactures prefabricated restrooms that feature self-cleaning, alarms, and scheduled opening and closing. The contactless system performs when touched or if hands are waived before City of Stockton Printed on 5/8/2024Page 1 of 3
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File #: 24-0399, Version: 1
its components. The units feature automatic water, soap, toilet paper, and drying functions and are regularly shut down between uses to wash down the interior. The units are open from 6:00 a.m. through sundown and are automatically locked overnight. These restrooms have been in use at four parks, and park users have heralded their contactless operation as a welcome addition to the parks system. The Exeloo units are now the preferred standard restrooms for Stockton parks.

Public Works provides and maintains playground equipment at 59 park and open space locations throughout the City. Staff inspect playground equipment on a regular basis and arranges for repair and replacement of deteriorated or vandalized components as funding becomes available.

The City maintains seven pools located at Brooking Park, Holiday Park, McKinley Park, Oak Park Pool, Sousa Park, and Victory Park. McKinley and Victory pools have been closed for several years and are currently in the process of being reconstructed. Oak Park Pool is in the design phase for the construction of a spray ground.

Present Situation
Oak Park - The men’s side of the western restroom at Oak Park was heavily burned and closed prior to 2018, and the women’s side was closed in 2019 at the Police Department’s request due to illicit activity and continued vandalism. Another single restroom at the Northern Little League area at the east of the park has been vandalized over and over by unsheltered individuals who break in regularly.

The west restroom will be replaced by an Exeloo unit through Project No. WP22016 to serve the daily customers in the park across from the Oak Park Ice Arena. An additional unit is needed.

The parking lot between the Northern Little League Fields and O’Keefe Field has been deteriorated for many years and is pitted with large holes. Replacement is overdue due to complaints and damages.

Mattie Harrell Park playground was installed in 2004. Recreation Creations, the company of manufacturer, is no longer in business so replacement parts are unavailable. City staff have worked with various vendors, but they can no longer make this structure compliant with State law. This playground has surpassed its useful life and is in need of replacement.

Sousa Park Pool has had many repairs over the past 10 years, ranging from minor tile repair to the replacement of large filters. There are still many concerns: the pool deck is at the end of its useful life and the pool has missing tiles, both are major safety concerns. The plaster finish is stained, cracked, and missing in several places. The pool is leaking as a result of potential joint failure. New tile, fixtures, expansion joint repair, and new decking, along with other infrastructure repairs and replacements, will extend the viable life of this pool. If approved, these projects will be delivered in varying stages based on project complexity and material lead time.

FINANCIAL SUMMARY
The following appropriation of funds will provide sufficient funding to complete the listed projects:
· Appropriate funds in the amount of $950,000 from the General Fund Balance to the Oak Park Improvements, Project No. WP24044;
City of Stockton Printed on 5/8/2024Page 2 of 3
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File #: 24-0399, Version: 1
· Appropriate funds in the amount of $400,000 from the General Fund Balance to the Mattie Harrell Playground Replacement, Project No. WP24045; and · Appropriate funds in the amount of $650,000 from the General Fund Balance to the Sousa Pool Improvement, Project No. WP24046.

The recommended $2,000,000 appropriation is from the General Fund Balance which can afford the one-time special project appropriation due to final adjustments in encumbered funds, the ARPA revenue loss allocation, and savings compared to the estimated cost for employee appreciation one- time payments.

Attachment A - Vicinity Map - Oak Park, Mattie Harrell Park, and Sousa Park City of Stockton Printed on 5/8/2024Page 3 of 3
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VICINITY MAP

PARK IMPROVEMENTS AT OAK, MATTIE HARRELL, AND SOUSA PARKS Mattie Harrell Park
2244 S Lincoln St
Oak Park
501 E Alpine Ave
Sousa Park
2829 Yellowstone Ave

ATTACHMENT A
1306

Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROPRIATING FUNDING FOR PARK IMPROVEMENTS AT OAK,

MATTIE HARRELL, AND SOUSA PARKS

At the February 2024 Council Goal Setting Session and the annual American Rescue Plan Act (ARPA) update to Council, park maintenance and improvements were identified as a high priority item; and

To address this need in various parts of the City, Public Works recommends installation of one Exel oo restroom and the resurfacing of one parking lot at Oak Park, the replacement of one playground at Mattie Harrell Park, and funding the Sousa Pool Improvement project for safety repairs to the pool; and

Appropriation of $2,000,000 from the General Fund Balance is needed to fund the Oak Park Improvements, Project No. WP24044, the Mattie Harrell Playground Replacement, Project No. WP24045, and the Sousa Pool Improvement, Project No.

WP24046; now, therefore,

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

1. The City Council approves the appropriation of funds in the amount of $950,000 from the General Fund Balance to the Oak Park Improvements, Project No. WP24044.

2. The City Council approves the appropriation of funds in the amount of $400,000 from the General Fund Balance to the Mattie Harrell Playground Replacement, Project No. WP24045.

3. The City Council approves the appropriation of funds in the amount of $650,000 from the General Fund Balance to the Sousa Pool Improvement, Project No. WP24046.

4. 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 May 14, 2024 .

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

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
1307
City of Stockton
Legislation Text
File #: 24-0518, Version: 1

APPOINTMENT OF INTERIM CITY CLERK

RECOMMENDATION
Approve a resolution appointing Katherine Roland as the Interim City Clerk for the City of Stockton and authorizing the Mayor, on behalf of the City Council, to execute an employment contract with Katherine Roland setting forth the conditions of employment.

DISCUSSION
Background
The City is in the process of recruiting a full-time replacement for its City Clerk and requires the services of an Interim Clerk. The Interim Clerk is an at-will position and must demonstrate the necessary and specialized experience, skills, and expertise required to serve as the City’s Interim Clerk.

Present Situation
The City Council desires to appoint Katherine Roland to the position of Interim City Clerk subject to the terms and conditions of the Agreement (Exhibit 1 to the Resolution).

FINANCIAL SUMMARY
The base monthly salary for Katherine Roland will be $13,281.64 , which equates to $159,379.68 annually. The total annual compensation for the City Clerk position, which includes salary and benefits, is $248,339.00. The City Clerk’s budget accounted for in Account No. 1110-000-610000-100 -000-10-11-000-000, has sufficient funds and appropriation to support this appointment and no additional general fund appropriation is required for FY 2023-24.

City of Stockton Printed on 5/10/2024Page 1 of 1
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1308
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPOINTING KATHERINE ROLAND AS INTERIM CITY CLERK FOR

THE CITY OF STOCKTON AND AUTHORIZING THE MAYOR TO EXECUTE THE

EMPLOYMENT CONTRACT

The City is in the process of recruiting a full-time replacement for its City Clerk and requires the services of an Interim City Clerk; and

The Interim City Clerk is an at -will position and must demonstrate the necessary and specialized experience, skills , and expertise required to serve as the City’s Interim Clerk; and

The City Council desires to appoint Katherine Roland to the position of Interim City Clerk subject to the terms and conditions of an Employment Contract; now, therefore,

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

1. The appointment of Katherine Roland to serve as Interim City Clerk for the City of Stockton is hereby confirmed.

2. The Mayor is authorized, on behalf of the Council, to execute the attached employment contract with Katherin Roland, marked as Exhibit 1, setting forth the terms and conditions of employment effective May 21, 2024.

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

PASSED, APPROVED, and ADOPTED: May 14, 2024 .

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

DEPUTY CITY CLERK
City of Stockton

1309
EXHIBIT 1

AT-WILL EMPLOYMENT AGREEMENT BETWEEN CITY OF STOCKTON AND KATHERINE ROLAND AS INTERIM CITY CLERK

AT-WILL EMPLOYMENT AGREEMENT BETWEEN

CITY OF STOCKTON AND KATHERINE ROLAND AS INTERIM CITY CLERK (AT-WILL AND NON-CLASSIFIED POSITION)
This At-Will Employment Agreement is made and entered into on May ___, 2024, by and between the City of Stockton, a California charter city and municipal corporation ("CITY") and Katherine Roland , an individual, ("EMPLOYEE") on the following terms and conditions set forth below (“AGREEMENT”). CITY and EMPLOYEE shall be collectively referred to as “PARTIES” or individually referred to as “PARTY.”

RECITALS
WHEREAS, CITY is in the process of recruiting a full-time replacement for its City Clerk, and CITY requires the services of an Interim City Clerk; and WHEREAS, EMPLOYEE currently serves as the City’s Assistant City Clerk , an at -will position, and represents that she has the necessary and specialized experience, skills, and expertise required to serves as the City’s Interim City Clerk; and WHEREAS, the City Council of the City (“ CITY COUNCIL ”) desires to appoint EMPLOYEE to the position of Interim City Clerk subject to the terms and conditions of the AGREEMENT; and
NOW THEREFORE, it is hereby agreed by CITY and EMPLOYEE as follows:

AGREEMENT

1. INTERIM CITY EMPLOYMENT. CITY hereby appoints EMPLOYEE as its Interim City Clerk, effective May 21, 202 4 (“Effective Date”), and EMPLOYEE hereby accepts such employment.

2. AT-WILL AGREEMENT. EMPLOYEE is at-will and serves at the pleasure of CITY COUNCIL and can be terminated at any time with or without cause. Employee’s at-will status means there is no guarantee as to length of time for employment. No CITY representative has authority to agree to anything contrary to employee at-will status unless it is specific, in writing, and signed by CITY COUNCIL.

3. TERM. This AGREEMENT shall commence on the Effective Date . This AGREEMENT shall expire as of the first of the following to occur: (1) A permanent City Clerk assumes that office; (2) upon EMPLOYEE working her 960th hour as the Interim City Clerk , during CITY's 2023-2024 fiscal year o r any subsequent fiscal year; or (3) upon termination of the AGREEMENT by either EMPLOYEE or CITY as provided in Section G [SEPARATION] of this AGREEMENT.

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AT-WILL EMPLOYMENT AGREEMENT BETWEEN CITY OF STOCKTON AND KATHERINE ROLAND AS INTERIM CITY CLERK

4. INTERIM CITY CLERK’S COMMITMENTS.

A. DUTIES AND RESPONSIBILITIES.
i. EMPLOYEE shall perform all of the functions and duties of the City Clerk as set forth in the City Clerk class specification attached hereto and incorporated herein by reference as Attachment “A,” which may be amended from time to time; CITY’s Charter, Municipal Code, rules, policies, procedures, regulations, ordinances, and resolutions, which may also be subsequently amended from time to time.

EMPLOYEE shall also perform other legally permissible and /or customary and appropriate duties and functions of the City Clerk as the CITY COUNCIL may assign from time to time, together with such additional services consistent with the laws of the United States and State of California.
ii. EMPLOYEE shall perform her duties to the best of her ability in accordance with the highest professional and ethical standards of the profession. EMPLOYEE shall devote her attention, skill, ability, and productive time to the performance of EMPLOYEE’S duties and responsibilities and CITY’s business.
iii. CITY’s personnel rules, policies, procedures, regulations, ordinances, and resolutions shall apply to EMPLOYEE in the same manner as applied to other non-classified at-will Department Heads.

As feasible, their provisions shall be read to apply in tandem with the terms of this AGREEMENT. However, to the extent an express provision of this AGREEMENT conflicts, this AGREEMENT shall govern.

B. CONFLICT OF INTEREST.
i. EMPLOYEE shall not engage in any business or transaction or shall have a financial or other personal interest or association, direct or indirect, which is in conflict with the proper discharge of official duties or would tend to impair independence of judgment or action in the performance of official duties. Personal as distinguished from financial interest includes an interest arising from blood or marriage relationships or close business, personal, or political associations. ii. EMPLOYEE shall also comply with the conflict of interest provisions under California law and any conflict of interest code applicable to EMPLOYEE’s CITY employment. EMPLOYEE is responsible for submitting to Human Resources the appropriate Conflict of Interest Statements prior to performing any services under this
AGREEMENT, and thereafter as required by law.

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AT-WILL EMPLOYMENT AGREEMENT BETWEEN CITY OF STOCKTON AND KATHERINE ROLAND AS INTERIM CITY CLERK

C. HOURS OF WORK.
i. EMPLOYEE is expected to engage in those hours of work that are necessary to perform the duties and fulfill the obligations of the Interim City Clerk position, which fall both within and outside of customary and normal business hours . EMPLOYEE shall be required to have an onsite presence at the City Clerk ’s Department and/or City H all or other city facilities during her work schedule as assigned by CITY COUNCIL and subject to change from time to time.

EMPLOYEE shall notify Council via email when working at a non - city location. T he position of Interim City Clerk shall be deemed an exempt position under state and federal wage and hour laws.

EMPLOYEE’s compensation (whether salary or benefits or other allowances) is not based on hours worked and EMPLOYEE shall not be entitled to any compensation for overtime.
ii. EMPLOYEE may engage in teaching, consulting, speaking, or perform other non -CITY connected activities for which she is compensated only with the express prior consent of CITY COUNCIL.

Consent shall be deemed granted if after emailing Council for permission to engage in the activity, EMPLOYEE does not receive objections from a majority of the Council.

D. DISABILITY OR INABILITY TO PERFORM. If, as the result of long-term or permanent disability, sickness, accident, injury, mental incapacity , or other personal health-related reason, CITY determines that EMPLOYEE is unable to perform her essential duties, with or without reasonable accommodation, after exhausting all authorized use of accrued sick leave, vacation, or other authorized paid/unpaid leave available under ap plicable CITY policies or state or federal law, CITY COUNCIL may terminate EMPLOYEE. If CITY COUNCIL does elect to terminate EMPLOYEE due to incapacity, EMPLOYEE shall be terminated without cause, as provided in Section I [TERMINATION WITHOUT CAUSE ] below. In exercising this option, CITY will comply with its obligations under applicable state and federal disability and public retirement laws.

E. BASE SALARY.
i. On the Effective Date of this AGREEMENT, CITY shall compensate EMPLOYEE for her services rendered pursuant to this AGREEMENT a gross monthly salary of $13,281.64 payable in installments at the same time and in accordance with CITY’s payroll procedures for other CITY employees, and subject to all applicable payroll taxes and withholdings.

EMPLOYEE shall receive all increases provided under the “ City of Stockton Unrepresented Management/Confidential and Law Employees’ Compensation Plan” for employees designated under the Management Plan “MA” and/or “Department Heads,” dated July 1, 2023. 1312
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AT-WILL EMPLOYMENT AGREEMENT BETWEEN CITY OF STOCKTON AND KATHERINE ROLAND AS INTERIM CITY CLERK

ii. At the disc retion of CITY COUNCIL , this AGREEMENT may be amended to incorporate any salary and/or benefit adjustments granted, provided, or required by CITY COUNCIL . CITY shall not at any time during the term of this AGREEMENT reduce the base salary, compensation, or other economic benefits of EMPLOYEE, unless as part of a general CITY management reduction, and then in no greater percentage than the average reduction of all CITY Department Heads whose salaries, compensation or economic benefits are reduced.

F. BENEFITS.
i. ECONOMIC BENEFITS. Except as set forth in this AGREEMENT, CITY agrees to provide EMPLOYEE with the economic benefits provided under the “City of Stockton Unrepresented
Management/Confidential and Law Employees’ Compensation Plan” for employees designated under the Management Plan “MA” and/or “Department Heads,” dated July 1, 2023, and as may be amended by CITY COUNCIL from time to time, as set forth in Section E above. ii. PROFESSIONAL DEVELOP MENT. CITY agrees to pay for
reasonable sums of professional dues, subscriptions, travel , and subsistence expenses of EMPLOYEE for professional participation in appropriate organizations, subject to prior review and approval by CITY. Notwithstanding the foregoing, CITY COUNCIL shall have discretion to establish appropriate amounts, in the annual CITY budget or otherwise, of official and professional development expenses and travel costs.

G. SEPARATION.
i. RESIGNATION. EMPLOYEE may resign from the position of Interim City Clerk at any time and agrees to provide CITY COUNCIL with a minimum of 30 days advanced written notice of the effective date of EMPLOYEE’s resignation unless the PARTIES otherwise agree in writing. So long as such n otice is provided, nothing in this AGREEMENT shall prevent, limit, or otherwise interfere with the right of EMPLOYEE to return to her prior at-will position of Assistant City Clerk or, at EMPLOYEE’s election, EMPLOYEE may separate from CITY employment. Sho uld EMPLOYEE elect to return to the Assistant City Clerk at-will position, CITY’s applicable rules, policies and procedures establishing the terms and conditions of at -will employment as Assistant City Clerk, which may be amended from time to time, and sub ject to the most current amendment, shall control EMPLOYEE’s at-will employment as Assistant City Clerk. If EMPLOYEE separates from CITY employment, EMPLOYEE shall be entitled to only the compensation accrued up to the date of termination, and such other termination benefits and payments as 1313
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AT-WILL EMPLOYMENT AGREEMENT BETWEEN CITY OF STOCKTON AND KATHERINE ROLAND AS INTERIM CITY CLERK

may be required by law or applicable provisions of the “City of Stockton Unrepresented Management/Confidential and Law
Employees’ Compensation Plan” for employees designated under the Management Plan “MA” and/or “Depart ment Heads ”. This AGREEMENT shall terminate upon the effective date of
EMPLOYEE’s resignation.

H. REMOVAL.
i. EMPLOYEE is an at-will employee serving at the pleasure of CITY COUNCIL as provided in Article XIV, Section 1400 of the City Charter . EMPLOYEE has no constitutionally
protected property or other interest in her employment as Interim City Clerk . Nothing in this AGREEMENT shall be construed to create a property interest for EMPLOYEE in the position of Interim City Clerk or in EMPLOYEE’s former at-will position of Assistant City Clerk.

CITY COUNCIL may terminate EMPLOYEE at any time, with
or without cause, by a majority vote of its members . This AGREEMENT shall terminate upon the effective date of
EMPLOYEE’s termination.

I. TERMINATION WITHOUT CAUSE. If CITY COUNCIL terminates EMPLOYEE as the Interim City Clerk without cause, (cause is defined in Section J below), CITY COUNCIL agrees that EMPLOYEE may return to her prior at-will position as the Assistant City Clerk for CITY under the terms and conditions set forth in CITY’s applicable rules, policies and procedures establishing the terms and conditions of EMPLOYEE’s prior at-will employment as Assistant City Clerk, which may be amended from time to time and subject to the most current amendment. EMPLOYEE shall be entitled to only the compensation accrued up to the date of termination, and such other termination benefits and payments as may be required by law or applicable provisions of the “City of Stockton Unrepresented
Management/Confidential and Law Employees’ Compensation Plan” for employees designated under the Management Plan “MA” and/or “Department Heads ”. This AGREEMENT shall terminate upon the effective date of EMPLOYEE’s termination.

J. TERMINATION FOR CAUSE.
i. Notwithstanding th e provisions of Section I [TERMINATION WITHOUT CAUSE] , CITY COUNCIL may terminate
EMPLOYEE for cause. As used in this section, “cause” shall mean only one or more of the following:
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AT-WILL EMPLOYMENT AGREEMENT BETWEEN CITY OF STOCKTON AND KATHERINE ROLAND AS INTERIM CITY CLERK

1. Incompetency such as failure of EMPLOYEE to comply with the minimum standards for the position of Interim City Clerk.

2. Neglect of duty, such as failure to timely perform the duties required of EMPLOYEE's position or failure to implement policy directions of CITY COUNCIL.

3. Any grossly negligent ac tion or inaction by EMPLOYEE that materially and adversely: (a) impedes or disrupts the
operations of CITY or its organizational units; (b) is
detrimental to employees or public safety; or (c) violates CITY’s properly established rules or procedures.

4. Dishonesty involving employment.

5. Being under the influence of alcohol or intoxicating drugs while on duty.

6. Absence without leave.

7. Conviction of a crime or conduct constituting a violation of state or federal law that renders it more difficult for EMPLOYEE to deliver public service. “Conviction” includes entry of a plea of nolo contendere or a plea bargain.

8. Improper or unauthorized use of CITY property.

9. Failure to engage or participate in good faith in an interactive process to attempt to identify an effective reasonable
accommodation to resolve a physical or mental infirmity(s) or defect(s) affecting job performance when it is within the capacity of the employee to do so.

10. Acceptance from any source of any emolument, reward, gift, or other form of remuneration in addition to EMPLOYEE’s regular compensation, as a personal benefit to EMPLOYEE in connection with actions performed in the normal course of EMPLOYEE’s assigned duties.

11. Falsification of any CITY report or record or of any report or record required to be, or, filed by EMPLOYEE.

12. Engagement in prohibited harassment, discrimination, retaliation, or abusive conduct.

13. Engaging in any incompatible activity or prohibited conflict-of- interest.
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AT-WILL EMPLOYMENT AGREEMENT BETWEEN CITY OF STOCKTON AND KATHERINE ROLAND AS INTERIM CITY CLERK

14. A material breach of this AGREEMENT.
ii. For purposes of this provision, a determination that “cause” exists shall be based on demonstrable, or otherwise
reasonably proven, sustained, corroborated, or admitted conduct.
iii. In the event CITY terminates EMPLOYEE for cause, then CITY may terminate this AGREEMENT immediately, and
EMPLOYEE shall no longer be employed by CITY and this AGREEMENT shall terminate. EMPLOYEE shall be entitled
to only the compensation accrued up to the date of termination, and such other termination benefits and payments as may be required by law or applicable provisions of the “City of Stockton Unrepresented Management/Confidential and Law
Employees’ Compensation Plan” for employees designated
under the Managem ent Plan “MA” and/or “Department
Heads”.

K. NO SEVERANCE. EMPLOYEE shall not be entitled to any severance pay upon the termination or expiration of this AGREEMENT for any reason or EMPLOYEE’s resignation or termination from the Interim City Clerk position or from CITY employment for any reason.

L. RETURN OF CITY PROPERTY. Upon the termination or expiration of this AGREEMENT for any reason, EMPLOYEE’s resignation or termination from the Interim City Clerk position or from CITY employment for any reason, EMPLOYEE agrees to immediately surrender any and all writings containing information relating to the conduct of the CITY’s business prepared, owned, used, or retained by EMPLOYEE regardless of physical form or characteristics, and any and all equipment, tools, or other materials of whatever nature provided to EMPLOYEE by CITY in her capacity of Interim City Clerk
M. ASSISTANT CITY CLERK . THE CITY COUNCIL agrees that the at-will position of Assistant City Clerk , formerly held by EMPLOYEE, will not be filled with a perma nent replacement during EMPLOYEE’s appointment as the Interim City Clerk.

N. INDEMNIFICATION.
i. In accordance with and to the extent provided by California's Tort Claims Act (Gov. Code § 825 et seq.) and Government Code sections 995-996.6, the CITY shall defend and indemnify EMPLOYEE against and for all losses sustained by EMPLOYEE in direct consequences of the discharge of EMPLOYEE's duties on the CITY's behalf for the period of EMPLOYEE's employment.
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AT-WILL EMPLOYMENT AGREEMENT BETWEEN CITY OF STOCKTON AND KATHERINE ROLAND AS INTERIM CITY CLERK

ii. Nothing in this AGREEMENT shall expand the CITY’s defense and indemnification obligations beyond those provided in the Government Code Tort Claims Act (Gov. Code § 825, et seq.) and Government Code sections 995-996.6. Further, in the event CITY provides funds for legal criminal defense pursuant to this sub -section and terms of the Government Code, EMPLOYEE shall reimburse the CITY for such legal criminal defense funds if EMPLOYEE is convicted of a crime involving an abuse of office or position, as provided by Government Code sections 53243 — 53243.4. iii. City and Employee agree that it is their mutual intent to fully comply with Government Code sections 53243 – 53244, as applicable.

Upon conviction as set forth in Government Code sections 7522.72 or 7522.74, Employee may forfeit the benefits in accordance with those sections.

iv. This Section N [INDEMNIFICATION] shall survive termination of this Agreement.

O. BONDING. CITY shall bear the full cost of any fidelity or other bonds the CITY requires of EMPLOYEE under any law or ordinance or otherwise.

P. AMENDMENTS. This AGREEMENT may only be modified in writing and duly authorized and executed by both PARTIES.

Q. SEVERABILITY. If any provision of this AGREEMENT is found by a court of competent jurisdiction over the PARTIES to be illegal or unenforceable, the remainder of this AGREEMENT shall not be affected and shall remain in full force and effect to the greatest extent permitted by law , unless the parts found to be illegal or unenforceable are wholly inseparable fr om the remaining portion of this AGREEMENT.

R. JURISDICTION AND VENUE. Any dispute concerning this AGREEMENT shall be governed by the laws of the State of California, and the PARTIES agree that venue shall be in San Joaquin County, California.

S. ENTIRE AGREEMENT. This AGREEMENT and its Attachment contains the entire agreement of the PARTIES . No promise, representation, warrant or covenant not included in this AGREEMENT has been or is relied on by any PARTY hereto.
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AT-WILL EMPLOYMENT AGREEMENT BETWEEN CITY OF STOCKTON AND KATHERINE ROLAND AS INTERIM CITY CLERK

T. NOTICE.

Any notices, including change of address of either PARTY during the term of this AGREEMENT, which EMPLOYEE or the CITY shall be required, or may desire, to make pursuant to this AGREEMENT shall be in writing and shall be either hand- delivered or sent by prepaid first class mail and addressed as follows:

TO CITY: Mayor
City of Stockton
425 N. El Dorado St
Stockton, CA 95202

TO EMPLOYEE: Katherine Roland
[Most recent address on file with Human Resources]

IN WITNESS WHEREOF CITY has caused this AGREEMENT to be signed and executed on its behalf by its Mayor, and duly attested by its Deputy City Clerk , and EMPLOYEE has signed and executed this AGREEMENT, as of the day and year first above written.

EMPLOYEE

KATHERINE ROLAND

CITY OF STOCKTON

KEVIN J. LINCOLN II
MAYOR

ATTEST:

DEPUTY CITY CLERK

APPROVED AS TO FORM:

LORI M. ASUNCION

CITY ATTORNEY

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AT-WILL EMPLOYMENT AGREEMENT BETWEEN CITY OF STOCKTON AND KATHERINE ROLAND AS INTERIM CITY CLERK

City of Stockton

CITY CLERK

DEFINITION

Under policy direction of the City Council, plans, organizes, coordinates, and directs the operations and activities of the City Clerk’s Department; serves as Clerk of the City Council and Secretary to the Successor Agency to the Redevelopment Agency, Public Finance Authority, Parking Authority, Civil Service Commission, Equal Employment Commission, and other Council Committees; is the custodian of the City seal, signs all documents that constitute obligations of the City; administers municipal elections; directs the City’s Records Management Program; provides policy guidance and expert professional assistance to other City departments in areas of responsibility.

CLASS CHARACTERISTICS

This at-will position is one of four established by the City Charter and reports directly to the City Council. The incumbent is expected to initiate, develop, and implement policies and procedures to execute the laws, resolutions, and City Council Minute orders for which the position is responsible. The position differs from most other department head positions in that the incumbent is appointed by, and serves at the pleasure of, the City Council and receives administrative direction from the Council. The City Charter and ordinances and laws of the State of California prescribe many City Clerk functions and activities.

PRINCIPAL DUTIES

 Plans, organizes, coordinates, and directs the work of the City Clerk’s department; develops and directs the implementation of goals, objectives, policies, procedures, and work standards for the department; develops and administers the department’s budget.  Works closely with the City Council, City Manager, City Attorney, department managers, and other public and private entities in providing expert professional information and services.  Coordinates the preparation of agendas and supporting material including public notification, and legal and display advertising; publish, issuance, and posting of final agendas.  Directs the preparation, publication, distribution, filing, indexing, and safekeeping of Council proceedings, minutes, and actions.
 Plans and directs the processing of ordinances, resolutions, bond issues, annexations, vacations, assessments, charter amendments, initiatives, referendum, recall petitions, and other related documents. Attends City Council and other commission meetings a nd is responsible for the documentation, maintenance, and dissemination of Council/commission actions including minutes, ordinances, resolutions, and contracts as applicable; in accordance with the Brown Act.

Spec Amended: 01/08/2002
Resolution: CC02-0003
Spec Amended: 10/21/2008
Spec Amended: 09/12/2017
Spec Amended: 11/13/2018

Unit: Unrepresented/MA
Employment Status: At-Will
FLSA Status: Exempt
CS Status: Unclassified

See Historical Note on page 4
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AT-WILL EMPLOYMENT AGREEMENT BETWEEN CITY OF STOCKTON AND KATHERINE ROLAND AS INTERIM CITY CLERK

 Serves as custodian of official City records and public documents; seals and attests by signature to ordinances, resolutions, and contracts, easements, deeds, bonds or other documents requiring city certification.
 Administers Citywide conflict of interest and campaign financing programs and serves as filing officer for Campaign Disclosure Statements, Statements of Economic Interest, and compliance to AB 1234 Ethics Training in accordance with state regulations.  Administers the conduct of all municipal elections including candidate elections, measure elections specific to petition processing in accordance with state and local election laws; tabulates and certifies election results.
 Oversees the processing of all appointments, resignations, and terminations for all official boards, commissions, and committees; administer oaths and affirmations.  Administers the City’s Records Management Program, providing leadership and direction in developing and implementing new computer software programs on a Citywide basis; directs the maintenance of official City documents, records, and archival records.  Develops and administers the departmental annual budget.  Represents the City in meetings with representatives of governmental agencies, business, professional and community agencies, and the public.
 Monitors and maintains current knowledge of developments related to City Clerk matters; evaluates their impact upon City operations and recommends and implements policy and procedural improvements.

MINIMUM QUALIFICATIONS

Education/Experience:

Possession of a Bachelor’s degree from an accredited college or university with major coursework in public administration, business administration, or a closely related field; AND five (5) years of supervisory experience in an administrative capacity that has included municipal elections administration, enterprise records management and the interpretation of laws and ordinances.

Possession of a Master’s Degree, experience as an Assistant City Clerk at the division head level, and management supervisory experience are highly desirable.

Other Requirements:

 Must possess a valid California Class C driver’s license.  Possession of a Certified Municipal Clerk Certificate (CMC) or Master Municipal Clerk (MMC) certificate.

Knowledge of:

 Principles and practices of modern municipal ma nagement and administration, including the structure and organization in a Mayor-Council/City Manager form of government;  Principles and practices of electronic and manual records and archival management and systems analysis and implementation;
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 Government codes pertaining to records management, municipal elections administration including candidate and measure elections, the Brown Act, the Maddy Act, the Public Records Act, and parliamentary procedures;
 Administrative principles and methods, including goal setting, program development and implementation, budgeting, staffing, and work standards development;  Principles and practices of effective employee supervision and department-level management;  Principles and practices of contract development, administration, and evaluation; and  Modern computer user applications, including word processing, microcomputer, and mainframe computer applications.

Skill in:

 Planning, organizing, directing, and supervising departmental staff and activities;  Selecting, motivating, and evaluating staff and providing for their training and professional development;
 Analyzing and interpreting complex legal documents and contracts and administrative procedures and regulations;
 Planning and organizing municipal elections; developing related calendars; processing Council candidates for election; technical review and processing of petitions specific to charter amendment, initiatives, referendum, and recall;
 Developing standards for and managing paper and electronic enterprise records;  Comprehending complex laws and regulations and initiating policies and procedures for their implementation;
 Managing and conducting meetings;
 Preparing meeting minutes using proper legislative terminology, documentation, and other reports and correspondence;
 Communicating clearly and concisely, presenting ideas effectively orally and in writing;  Exercising sound, independent judgment within general policy guidelines;  Establishing and maintaining cooperative working relationships with elected officials, department heads, outside agencies, City administration, other employees, and the general public, including people of diverse backgrounds and interest.

Physical/Mental Abilities:

 Mobility - Frequent sitting for long periods of time while operating a keyboard; occasional walking, bending, squatting, climbing stairs, climbing ladders, kneeling, and crawling and twisting;
 Lifting - Occasional lifting and/or carrying up to 25 pounds or less;  Vision - Constant use of overall visual capabilities, reading fine print and PC screens; reading and producing printed material, frequent need for use of color perception;  Dexterity - Frequent typing, occasional holding, grasping, pushing, pulling, and repetitive motion;
 Hearing/Talking - Constant hearing and talking of normal speech in person and on the telephone; frequently over noise, and the ability to detect specific noises and proper equipment operation;
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AT-WILL EMPLOYMENT AGREEMENT BETWEEN CITY OF STOCKTON AND KATHERINE ROLAND AS INTERIM CITY CLERK

 Special Requirements – Must be willing to attend meetings outside of normal working hours; may require frequent weekend, night, or evening work; may require occasional driving;  Emotional/Psychological - Constant concentration, decision making and public contact; frequent ability to exercise sound judgment, especially under stressful situations; and ability to work alone;
 Environmental Conditions – None; and
 Working Conditions - Primarily performed in an office environment, which is typically quiet; public meeting locations may be loud at times; duties may also be performed outside of City Hall.

This class specifica tion should not be interpreted as all inclusive. It is intended to identify the essential functions and requirement of this job. Incumbents may be requested to perform job - related responsibilities and tasks other than those stated in this specification. Any essential function or requirement of this class will be evaluated as necessary should an incumbent/applicant be unable to perform the function or requirement due to a disability as defined by the American with Disabilities Act (ADA). Reasonable accom modation for the specific disability will be made for the incumbent/applicant when possible.

APPROVED:

Original signed by

KEVEN P. STAR

DIRECTOR OF HUMAN RESOURCES

DATE: November 13, 2018

HISTORICAL NOTE:

Established: 01/6/1913
Resolution: CC-1
Exempted: 04/14/1941
Ordinance: 1606
Spec Established: 02/05/1942
Resolution: CS163
Spec Amended: 03/21/1968
Resolution: CS3827
Exempted: 11/12/1985
Resolution: CC85-0684

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City of Stockton
Legislation Text
File #: 24-0435, Version: 1
AUTHORIZE THE ACQUISITION OF REAL PROPERTY LOCATED AT 303 NORTH EL DORADO

STREET AND ESTABLISH A REDEVELOPMENT FUND

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

1. Authorizing the acquisition of real property located at 303 North El Dorado Street, Stockton California, APN 139-080-03 (Property) from Wells Fargo Bank (Seller) in the amount of up to $425,000;

2. Authorizing, upon acquisition of the Property, a lease-back of a portion of the Property to Seller pursuant to terms substantially similar to the Branch and Office Lease Agreement included as Exhibit 1 to the resolution.

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 to support the City’s development; authorizing a budget amendment and transfer in the amount of $1.94 million from the Economic Development Department’s General Fund to the Redevelopment Fund.

4. Authorizing the appropriation of Downtown Infill Infrastructure Reimbursement Program funds from Economic Development Budget to the Redevelopment fund to be used for property acquisition, demolition, and environmental clearance to include the acquisition and related costs of 303 North El Dorado Street;

5. Authorizing the filing Notice of Exemption under Section 15061(B)(3) under the California Environmental Quality Act (CEQA) for the acquisition of real property located at 303 North El Dorado Street, Stockton California, APN 139-080-03

6. Authorizing the City Manager to execute a purchase and sale agreement substantially similar in form to the exhibits attached to the resolution, any needed lease agreements associated with this transaction, as well as any due diligence costs associated with the purchase of the Property, and take actions necessary and appropriate to carry out the purpose and intent of this resolution.

Summary
City Council adopted the Economic Development Strategic Action Plan on January 25, 2022. A key strategy identified as part of the plan was investment and revitalization of downtown Stockton, recognizing the need for infrastructure. The City’s Envision Stockton 2040 General Plan, adopted in City of Stockton Printed on 5/8/2024Page 1 of 3
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File #: 24-0435, Version: 1
December 2018, relies on strategic infill development. As such, the Economic Development Department has been positioning, and successful, in capturing grant funds for environmental clean- up, setting a precedent for future success in regard to redevelopment projects. Through Motion 2023- 02-07-1210, the City was also able to de-obligate $1.94 million from the Open Windows project, which will now be used for a critical step in the development of downtown land assembly.

Strategically, acquiring the Property would allow the City to have site control of two full city blocks comprised of the Wells Fargo Bank, the Permit Center, the buildings attached to the Permit Center, and City Hall. The reuse and redevelopment of these two City blocks is a critical building block for downtown revitalization.

DISCUSSION
Background
A City Department may initiate the acquisition of real property according to Administrative Directive HRD-01, Acquisition of Real Property, by submitting a written request to the City Manager.

Economic Development Department (EDD) staff requested approval to start the acquisition process for the Property (Attachment A - Vicinity Map and Attachment B - Aerial Map). The proximity of this parcel to City Hall, the Permit Center, Al Lee’s Garage, and the Annex is a critical acquisition in redeveloping the entire block. Currently, Wells Fargo is looking to sell the parcel.

An appraisal was completed by City staff as part of Administrative Directive HRD-01. A Certificate of Just Compensation must be approved by the City Manager based on the written appraisal review prepared by staff so that negotiations for the acquisition of the Property may be authorized, and staff may make a written offer in the amount stated in the Certificate. Comps for similar properties were $12-30/sq. ft. for land value only. Staff started negotiations at $918,090 which is $15/sq. ft. Purchase price offer was to be contingent on Wells Fargo completing demolition of the building.

The following is a sample of similar properties that were reviewed by staff:

Address APN Sale Price Lot Sq. Ft Price/sq ft
190 N American 139-270-14 $736,000 34,983 $21/sq ft.
542 N American 139-222-01 $60,000 3,864 $15.53/ sq ft.

Washington Street 137-360-58 $120,000 9,788 $12.26/sq ft.

Present Situation
With City Manager approval, EDD staff presented an offer to the Property owner and negotiated a Purchase and Sale Agreement (Exhibit 2 to the Resolution). After discussion, the purchase price was reduced to $425,000 and the City would be responsible for demolition. In addition, Wells Fargo has the option of a limited lease to accommodate moving to their new location. Because the City would own the Property during the lease-back, a notice for the lease of City-owned real property was published on May 4, 2024 pursuant to City Charter section 510.

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File #: 24-0435, Version: 1
Staff has negotiated a 180 day Inspection Period and barring any issues would close on the Property not less than 60 days after the Inspection Period. During the Inspection Period staff will conduct thorough due diligence. Staff will also prepare to demolish the building along with reviewing and assessing the remaining buildings on the block for environmental abatement and demolition. The Seller plans to open a new location nearby and is currently under construction. To ensure continuity of service and a smooth transition between sites the City has negotiated a short-term lease option.

Funding for the purchase is provided by reprogramming the Downtown Infill Infrastructure Reimbursement Program Funds that were de-obligated from the Open Windows Project. The de- obligated amount of $1.94 million will seed a revolving Redevelopment fund that will allow the Economic Development Department to further the goals of the Economic Development Strategic Action Plan including acquisition, blight abatement, demolition, and necessary actions that support downtown development. The initial primary focus of the fund will be on strategic acquisition, as land assembly is a key factor in the City’s economic development strategy.

FINANCIAL SUMMARY
The proposed resolution would establish a new unrestricted sub-fund within the General Fund. The purpose of this sub-fund would be to establish a tracking mechanism to enable fund balance to rollover, and be added to augmented when appropriate, for the purposes of facilitating property acquisition and economic development activities, with a focus on the downtown area as funds become available.

When established, approximately $1.94 million will be transferred from EDD’s General Fund to the redevelopment fund for the acquisition. There is sufficient available budget in EDD’s General Fund to support this effort. Earnest funds of approximately $60K will be wired to meet the conditions of the purchase and sale agreement.

Attachment A- Vicinity Map
Attachment B- Aerial Map
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City of Stockton, CA April 30, 2024
303 N EL DORADO ST APN 139-08 0-03- Vicini ty Map
Property Information
Property ID 13908003-60118
Location 303 N EL DORADO ST
Owner A T C BUILDING CO

MAP FOR REFERENCE ONLY

NOT A LEGAL DOCUMENT
City of Stockton, CA makes no claims and no warranties, expressed or implied, concerning the validity or accuracy of the GIS data presented on this map.

Geometry updated 05/03/2023
Data updated 05/01/2023
Print map scale is approximate.

Critical layout or measurement
activities should not be done using
this resource.
1" = 506.0990758973827 ft

ATTACHMENT A
1326
City of Stockton, CA April 30, 2024
303 N EL DORADO ST APN 139-08 0-03 - Aerial Map
Property Information
Property ID 13908003-60118
Location 303 N EL DORADO ST
Owner A T C BUILDING CO

MAP FOR REFERENCE ONLY

NOT A LEGAL DOCUMENT
City of Stockton, CA makes no claims and no warranties, expressed or implied, concerning the validity or accuracy of the GIS data presented on this map.

Geometry updated 05/03/2023
Data updated 05/01/2023
Print map scale is approximate.

Critical layout or measurement
activities should not be done using
this resource.
1" = 126.52419881004045 ft

ATTACHMENT B
1327
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION AUTHORIZING THE ACQUISITION OF REAL PROPERTY LOCATED AT 303 NORTH EL DORADO STREET AND ESTABLISH ING A REDEVELOPMENT

UNRESTRICTED SUB-FUND

The City Council (Council) adopted the Economic Development Strategic Action Plan on January 25, 2022. A key strategy identified as part of the plan was investment and revitalization of downtown Stockton, recognizing the need for infrastructure. The City’s Envision Stockton 2040 General Plan, adopted in December 20 18, relies on strategic infill development. As such, the Economic Development Department has been positioning, and successful, in capturing grant funds for environmental clean -up, setting a precedent for future success in regard to redevelopment projects; and

Strategically, acquiring the parcel located at 303 North El Dorado Street (APN 139- 080-03) would allow the City to have site control of two full city blocks comprised of the Wells Fargo Bank, the Permit Center, the buildings attached to the permit Center, and City Hall. The reuse and redevelopment of these two City blocks is a critical building block for downtown revitalization; now, therefore,

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

1. The Council hereby authorizes the acquisition of real property located at 303 North El Dorado Street, Stockton California, APN 139-080-03, (Property) from Wells Fargo Bank in the amount of up to $425,000.

2. The Council hereby authorizes , upon acquisition of the Property, a lease - back of a portion of the Property to Seller pursuant to terms substantially similar in form to Exhibit 1 of this resolution. The Council acknowledges notice of this proposed lease was made in conformity with City Charter Section 510.

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

4. The Council hereby authorizes a budget amendment and transfer in the amount of $1.94 million from the Economic Development Department’s General Fund to the Redevelopment Fund.

5. The Council hereby authorizes the appropriation of Downtown Infill Infrastructure Reimbursement Program funds from Economic Development Budget to the 1328
Redevelopment fund to be used for property acquisition, demolition, and environmental clearance to include the acquisition and related costs of 303 North El Dorado Street.

6. That the acquisition of the Property is exempt from the requirements of the California Environmental Quality Act (CEQA) and has been determined to conform to the City’s General Plan.

7. That the City Manager is hereby authorized to execute a purchase and sale agreement substantially similar in form to Exhibit 2 of this resolution, any needed lease agreements associated with this transaction substantially similar in form to Exhibit 1 of this resolution, as well as any due diligence costs associated with the purchase of the Property and take actions necessary and appropriate to carry out the purpose and intent of this resolution.

PASSED, APPROVED, AND ADOPTED May 14, 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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BRANCH AND OFFICE LEASE
[Stockton, CA – 303 North El Dorado Street] (BE #199560)

KEY PROVISIONS SUMMARY
Lease Date: The date this Lease is executed by the last to sign of Landlord and Tenant as shown on the signature page attached hereto.

Landlord: City of Stockton, a municipal corporation
Tenant: Wells Fargo Bank, N.A., a national banking association Premises: Approximately 19,008 rentable square feet, comprised of (i) approximately 7,867 rentable square feet located on the 1 st floor of the Building (as defined below), together with the ATMs located on the exterior of the Building, (ii) approximately 8,141 rentable square feet located on the 2 nd floor of the Building, and (iii) approximately 3,000 rentable square feet located on the 3rd floor of the Building, all as more particularly depicted (including by cross -hatching with respect to the portion of the Premises located on the 3 rd floor of the Building) in Exhibit A-1 (Section 2.1)
Development: That certain development, containing approximately 1.41 acres , including the building thereon (the “Building”), having a street address of 303 North El Dorado Street, Stockton, California , as more particularly described in Exhibit A-2 and as shown in Exhibit A-3
Notice Addresses
(Section 35):

Landlord: Tenant:

City of Stockton
Attn: Carrie Wright
Director of Economic Development
400 East Main Street, 4th Floor
Stockton, CA 95202
E: [email protected]
Wells Fargo Bank, N.A.

Corporate Properties Group
Attn: Property Admin (BE #199560)
MAC D1116-L10
1525 West W.T. Harris Blvd.

Charlotte, NC 28262
E: [email protected]
Lease Commencement Date: The date escrow closes on the sale of the Development by Tenant, as seller, to Landlord, as buyer (Section 3)
This Lease shall automatically terminate if the purchase and sale agreement between Tenant and Landlord for the sale of the Development terminates.

Expiration Date: 11:59 p.m. on the last day of the last full calendar month four (4) months after the Lease Commencement Date (Section 3)
Lease Term: From Lease Commencement Date to Expiration Date (Section 3.1) Rent: N/A
Tenant Early Termination
Rights:

Tenant shall have the right to terminate the Lease at any time by giving Landlord not less than ten (10) days’ prior written notice (Section 3.2) Permitted Use: The operation of a financial services center and all the uses associated with such a business, general office use, and any other lawful use (Section 8.1) Mortgage Holder(s): None (Section 29)
Broker(s): None (Section 34)
Exhibits: Exhibit A-1 – Depiction of Premises
Exhibit A-2 – Development Legal
Description
Exhibit A-3 – Development Site Plan
Exhibit B – Form of Commencement
Date Agreement
Exhibit C – Tenant’s Signage
Exhibit D – Decommission Scope
Exhibit E – Landlord’s Self-Insurance
EXHIBIT 1
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TABLE OF CONTENTS
Page

1. Key Provisions Summary; Enumeration of Exhibits; Consent. ....................................................... 1

2. Premises; Development; Common Areas; ATMs; Parking; Telecom. ............................................. 1

3. Lease Term; Option to Terminate. .................................................................................................... 3

4. Consideration. .................................................................................................................................. 3

5. Landlord’s Representations. ............................................................................................................. 3

6. Delivery of Possession; Commencement Date Agreement. ............................................................. 3

7. Intentionally Deleted. ....................................................................................................................... 4

8. Use; Go Dark. .................................................................................................................................. 4

9. Compliance with Laws; Uses Prohibited. ........................................................................................ 4

10. Real Estate Taxes; Personal Property Taxes. ................................................................................... 4

11. Maintenance & Liens. ...................................................................................................................... 4

12. Intentionally Deleted. ....................................................................................................................... 5

13. Utilities & Services. ......................................................................................................................... 5

14. Intentionally Deleted. ....................................................................................................................... 5

15. Intentionally Deleted. ....................................................................................................................... 5

16. Intentionally Deleted. ....................................................................................................................... 5

17. Surrender. ......................................................................................................................................... 5

18. Signage. ............................................................................................................................................ 6

19. Alterations. ....................................................................................................................................... 6

20. Assignment & Subletting. ................................................................................................................ 7

21. Indemnification. ............................................................................................................................... 8

22. Insurance. ......................................................................................................................................... 8

23. Default. ............................................................................................................................................ 9

24. Landlord Bankruptcy Proceeding. ................................................. Error! Bookmark not defined.

25. Damage by Fire or Other Casualty. ................................................................................................ 10

26. Condemnation/Eminent Domain. .................................................................................................. 10

27. Intentionally Deleted. ..................................................................................................................... 11

28. Environmental/Hazardous Materials.............................................................................................. 11

29. No Subordination of Lease. ........................................................................................................... 11

30. Estoppel Certificate. ....................................................................................................................... 11

31. Access to Premises. ........................................................................................................................ 12

32. Holding Over. ................................................................................................................................. 12

33. Quiet Enjoyment. ........................................................................................................................... 12

34. Brokerage Commissions. ............................................................................................................... 13

35. Notices. .......................................................................................................................................... 13

36. Force Majeure. ............................................................................................................................... 13

37. Additional Terms............................................................................................................................ 14

38. Waiver of Jury Trial. ...................................................................................................................... 18 EXHIBIT 1
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BRANCH AND OFFICE LEASE
THIS BRANCH AND OFFICE LEASE (“Lease”) is entered into as of the Lease Date by Landlord and Tenant. The parties agree as follows:

1. Key Provisions Summary; Enumeration of Exhibits; Consent.

References in the body of this Lease to a portion of the Key Provisions Summary (e.g., the defined terms in the left -hand column of the Key Provisions Summary) are deemed and construed to incorporate all the terms provided under each such referenced portion of the Key Provisions Summary. References in the Key Provisions Summary to a portion of the body of this Lease (e.g., Section references in the right - hand column of the Key Provisions Summary) are deemed and construed to incorporate all the terms provided under each such referenced portion of the body of the Lease. Notwithstanding the foregoing, if there is any inconsistency between the Key Provisions Summary and another portion of this Lease, the terms of the Key Provisions Summary control. The Exhibits enumerated in the Key Provisions Summary and attached to this Lease are incorporated in this Lease by reference and are to be construed as a part of this Lease. Each party shall perform all obligations on its part as set forth in any Exhibit. Except where expressly provided otherwise in this Lease, any consent or approval required under this Lease will not be unreasonably withheld, delayed, or conditioned. Whenever this Lease grants either party the right to take action, exercise discretion, establish rules and regulations, or make an allocation or other determination, such party shall act reasonably and in good faith and take no action which might result i n the frustration of the other party’s reasonable expectations concerning the benefits to be enjoyed under this Lease. If a party withholds its consent or approval, such party shall, upon request, promptly deliver to the other a written statement specifying in detail the reason or reasons why such consent or approval was withheld or refused.

2. Premises; Development; Common Areas; ATMs; Parking; Telecom.

2.1. Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Land- lord the Premises, as depicted in Exhibit A-1.

2.2. Development. The Development is depicted in Exhibit A-3. Tenant has only such obligations to the Development as are specifically set forth herein. Landlord shall not place or install or permit the placement or installation of any equipment or obstructions on the sidewalk (s) adjacent to the Premises without Tenant ’s express written consent, which consent may be withheld in Tenant ’s sole discretion without considering the interests of Landlord or any third -party. Landlord and other occupants of the Development are not permitted to advertise merchandise or solicit on the sidewalks or any other Common Area adjacent to the Premises. Landlord shall not, without Tenant ’s express written approval, allow changes to the access to the Premises , the Building or the Development , the visibility (including landscaping) of the Premises, or reduce, restrict, or in any way modify the parking available to the Premises.

Landlord shall not make any changes to the Development (including the Building) that would adversely impact Tenant’s use of the Development or the Premises. In connection with any changes by Landlord to the Development or the Building , Landlord shall use commercially reasonable efforts to minimize interference by such work with the conduct of Tenant’s business in the Premises and access to the Premises, which commercially reasonable efforts shall include performing any portion of such work that is reasonably anticipated to create unreasonable levels of noise, dust or vibrations, including without limitation, concrete sawing, coring or jack hammering (the “ Disruptive Work”) outside of Tenant’s normal business hours .

Landlord will provide Tenant with reasonable advance notice of not less than thirty (30) days prior to the commencement of any such work that may constitute Disruptive Work and the anticipated schedule and work program for the Disruptive Work. Landlord agrees to meet with Tenant no later than three (3) days before the performance of any Disruptive Work and reasonably address Tenant’s ongoing concerns, and to agree upon a mutually and reasonably agreed schedule for the completion of such Disruptive Work in order to minimize any disruption to Tenant’s use of and access to the Premises. Before starting any Disruptive EXHIBIT 1
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Work, Landlord shall take appropriate measures to insulate the Premises from any portion of the Building or Development in which the Disruptive Work is to be performed and protect the Premises from noise, dust and damage caused by the construction of Landlord’s Work. Tenant has no obligation to make any alterations or improvements to the Premises to conform to any alterations or improvements made by Landlord to the Development.

2.3. Common Areas. “Common Areas” (or sometimes “Common Area”) means all areas, improvements, space, and special services at the Development that are now or hereafter made available for the common or joint use and benefit of all tenants, customers, employees, contractors, licensees and invitees of the Development, including parking areas, driveways, exterior lighting, sidewalks, landscaped and planted areas, washrooms, lounges, shelters, utilities, service areas (including loading and unloading areas), retention basins (both on -site and off -site), signage, and trash disposal areas.

Notwithstanding the foregoing, no portion of the Premises is or will hereafter be Common Area. Except as otherwise specifically provided in this Lease, Tenant, its employees, agents, c ontractors, licensees, and invitees are authorized, empowered, and privileged to use the Common Areas in common with others during the Lease Term.

2.4. ATM and Night Depository. Tenant may operate the automated teller machines (“ATMs”) and night depositories located within the Premises and upon the exterior of the Building as of the Lease Commencement Date, at no charge. At the expiration or earlier termination of this Lease, Tenant at its expense shall remove the ATMs and shall cover with plywood any openings in the Building in the area where such exterior ATMs had been located in order to secure such openings from outside entry. Tenant shall have the right, but not the obligation, to maintain the lighting, landscaping, and access to, from, and around the ATMs and/or night depositories and the Common Areas adjacent thereto as Tenant desires in its sole discretion at its sole cost and expense. Landlord shall allow Tenant, at Tenant’s sole cost, to maintain, and operate around any Tenant ATM or night depository: (i) all lighting fixtures reasonably necessary to comply with all laws, regulations, and other government requirements imposed on Tenant or Landlord pertaining to the lighting of ATMs/night depositories and to comply with Tenant ’s ATM/night depository lighting policy, as each may change from time to time (collectively, “ATM/Night Depository Lighting Requirements”) and (b) other fixtures and alterations required to comply with any laws governing the operation of ATMs and night depositories. Landlord, at no out-of-pocket cost, shall cooperate with Tenant in Tenant’s efforts to comply with the ATM/Night Depository Lighting Requirements and all other laws and regulations governing the operation of ATMs and night depositories. Notwithstanding the foregoing, Tenant shall have no obligation to make any alterations or improvements to the Premises or any other portion of the Development, nor shall Tenant be responsible for correcting any conditions that existed on the Premises or the Development as of the Lease Commencement Date.

2.5. Parking. During the Lease Term, Tenant, its employees, invitees, customers, and designees, shall have the right to use all parking areas located in the Development, including the parking spaces that are labeled as of the Lease Commencement Date for customer parking only (or words to that effect).

2.6. Access to Basement . During the Lease Term (and thereafter during the removal/decommissioning period contemplated in Section 2.7.3 below), Tenant and its vendors shall have the right to access the basement of the Building to perform, at Tenant’s cost, any water mitigation measures that Tenant, in its sole discretion, elects to undertake in connection with its occupancy and use of the Premises. For the avoidance of doubt, Tenant shall have no obligation to perform any water mitigation.

Such access shall be subject to Landlord’s standard security procedures for entry to the Building by visitors of a tenant (e.g., providing suitable identification) without any such vendor being obligated to provide a separate indemnity or a separate certificate of insurance (such access being subject to Tenant ’s indemnity and insurance obligations as provided elsewhere in this Lease).

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2.7. Telecom & Cellular Systems.

2.7.1. Tenant may operate its standard telecommunication/data (“telecom”) systems installed within the Premises as of the Lease Commencement Date. Tenant has the right to use the Building’s telecom spaces and pathways (e.g., telecom rooms, cable trays, conduit, etc.) for Tenant ’s telecom systems (including to and from external facilities/telecom providers). Tenant may, if deemed necessary by a technology vendor and subject to Landlord’s reasonable approval, establish new pathways or conduit to deliver technology connectivity to the core of the Building, at Tenant’s sole cost and expense.

2.7.2. Tenant may contract directly with and use its standard installers/ vendors for telecom installations, repairs, and maintenance (e.g., carriers, conduit, cabling, etc.). Landlord shall not restrict the installers/ vendors that Tenant may use for telecom installations, repairs, or maintenance, and Tenant’s installers/vendors are hereby granted, on a 24/7 basis, access to the Building ’s telecom spaces, subject to Landlord’s standard security procedures for entry to the Building by visitors of a tenant (e.g., providing suitable identification) to install, repair, maintain, and replace Tenant ’s telecom systems without being obligated to provide a separate indemnity or a separate certificate of insurance (such access being subject to Tenant’s indemnity and insurance obligations as provided elsewhere in this Lease).

3. Lease Term; Option to Terminate.

3.1. Lease Commencement Date . This Lease is effective as of the Lease Date. The Lease Term begins on the Lease Commencement Date and expires on the Expiration Date.

3.2. Option to Terminate. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall have the right to terminate this Lease at any time by delivering not less than ten (10) days’ prior written notice to Landlord.

4. Consideration.

This Lease is granted in consideration of the sale of the Development to Landlord and of the transactions, terms and conditions contemplated by and contained in the purchase agreement therefor, the adequacy of which is hereby acknowledged by Landlord and Tenant. Tenant shall not be responsible for the payment of any rent, operating expenses, taxes, insurance, utilities or other sums under this Lease except as otherwise expressly set forth in this Lease.

5. Landlord’s Representations.

Landlord represents that (i) Landlord has fee simple title to the Development and the Premises , (ii) Landlord has full right and authority to make and execute this Lease, and (iii) Landlord has not agreed to any lien or restriction, or entered into any lease or encumbrance (whether recorded or unrecorded) that would materially and adversely restrict or prevent Tenant ’s operation of a financial services center at the Premises.

6. Delivery of Possession; Commencement Date Agreement.

6.1. Delivery of Possession. Landlord shall be deemed to have delivered possession of the Premises to Tenant on the Lease Commencement Date.

6.2. Commencement Date Agreement. Concurrent with the execution of this Lease, the parties shall execute a “Commencement Date Agreement” in the form attached hereto as Exhibit B, confirming the Lease Commencement Date and the Expiration Date.

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7. Intentionally Deleted.

8. Use; Go Dark.

8.1. Permitted Use. Tenant may use the Premises for the Permitted Use.

8.2. Go Dark. Notwithstanding anything to the contrary set forth in this Lease, Tenant may cease operating at the Premises at any time during the Lease Term.

9. Compliance with Laws; Uses Prohibited.

9.1. Tenant’s Compliance . “Governmental Regulations ” means all federal, state, county, or municipal laws, ordinances, rules, regulations, directives, orders, and/or requirements now in force or which may hereafter be in force. Tenant shall comply with all applicable Governmental Regulations with respect to Tenant’s use and occupancy of the Premises during the Lease Term ; provided, however, Tenant is not required to make any repairs, alterations, additions or improvements to the Premises or the Development to comply with any Governmental Regulations or to correct any conditions that existed on the Premises or the Development as of the Lease Commencement Date. Tenant shall have no obligation to comply with Governmental Regulations with respect to any portions of the Development other than the Premises.

9.2. Uses Prohibited. Tenant shall not use or allow the Premises to be used for any unlawful purpose. Tenant shall not use the Premises as living quarters, sleeping quarters, or lodging.

10. Real Estate Taxes; Personal Property Taxes.

10.1. Landlord Payment of Real Estate Taxes. Landlord shall be responsible for the timely payment of any and all real estate taxes and assessments , if any, as may be imposed or become a lien on any portion of the Development, whether Common Areas or otherwise, during the Lease Term.

10.2. Personal Property Taxes. Tenant shall pay or cause to be paid, prior to delin- quency, all taxes which are levied during the Lease Term upon fixtures, furnishings, equipment, and all other personal property belonging to Tenant and/or placed on the Premises by Tenant. In the event any or all of Tenant's fixtures, furnishing, equipment and other personal property are taxed with Landlord's real property, Tenant shall pay to Landlord its share of such taxes within thirty (30) days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of such taxes applicable to Tenant's property and a copy of the tax bill.

11. Maintenance & Liens.

11.1. Maintenance and Repair s by Landlord and Tenant. During the Lease Term, Landlord shall have no maintenance or repair or janitorial obligations with respect to the Premises or the Development, except to the extent maintenance or repairs to the Premises, the Building or the Common Areas are required due to the gross negligence or willful misconduct of Landlord or its agents, employees or contractors, in which event Landlord shall perform such maintenance or repairs at its expense promptly after receiving written notice from Tenant of the need for such maintenance or repairs. During the Lease Term, Tenant shall have the right, but not the obligation, to perform any maintenance and repair to the Premises and/or provide any janitorial services to the Premises in each case as may be desired by Tenant in its sole and absolute discretion, at its sole cost and expense . Tenant shall have no obligation to make any alterations or improvements to the Premises or any other portion of the Development, nor shall Landlord or Tenant be responsible for correcting any conditions that existed on the Premises or the Development as of the Lease Commencement Date.

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11.2. Liens. Tenant shall keep the Premises and the Development free from any lien arising on account of labor, material, supplies, or services furnished to Tenant during the Lease Term. Land- lord shall keep the Premises and the Development free from any lien arising on account of labor, material, supplies, or services furnished to Landlord during the Lease Term.

12. Intentionally Deleted.

13. Utilities & Services.

13.1.1. Lighting and Security. During the Term, Tenant shall be entitled to retain in place the lighting at the Development and any security equipment at the Development existing as of the Lease Commencement Date.

13.1.2. Utilities. Tenant shall pay directly to the utility providers, as and when due, all charges for utilities used in, upon, or about the Premises by Tenant or any of its subtenants, licensees, or concessionaires from the Lease Commencement Date and thereafter throughout the expiration of the decommissioning period set forth in Section 17 below, including but not limited to all water, gas, heat, light, power, telephone, sewer, sprinkler charges and other utilities and services used on or from the Premises .

Upon the expiration of the decommissioning period set forth in Section 17 below, Landlord shall transfer all utility services at the Development to Landlord, and Tenant shall cooperate with Landlord to transfer all such utility services to Landlord. If Landlord fails to so transfer the utility services, Landlord shall indemnify, hold harmless, pay, and reimburse Tenant, its agents, employees, and contractors, from, for, and against any and all suits, actions, claims, costs, fees, sums, amounts, losses, causes of action, damages, liabilities, and expenses (including reasonable attorneys’ fees, court costs, and alternative dispute resolution expenses) caused in whole or in part or arising directly or indirectly out of Landlord’s failure to so transfer such utilities . The foregoing indemnification obligations of Landlord survive the expiration or earlier termination of this Lease.

13.1.3. Refuse Collection. During the Lease Term, Tenant, at its cost, shall provide for collection of refuse and garbage with respect to the Premises in the manner and at such times as Tenant desires.

13.2. Interruptions. Landlord is not liable to Tenant in damages or otherwise if the util- ities or services are interrupted or terminated except to the extent caused by the gross negligence or willful misconduct of Landlord or its agents, employees or contractors.

14. Intentionally Deleted.

15. Intentionally Deleted.

16. Intentionally Deleted.

17. Surrender.

Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises in its then “AS IS” and “WHERE IS” condition, with all improvements installed at the Premises as of the Lease Commencement Date and any improvements thereafter installed as an alteration pursuant to Section 19 below in place. To the extent Tenant has not already done so, within forty-five (45) days following the expiration or earlier termination of this Lease , Tenant shall remove from the Development the items expressly designated for removal on the decommission scope attached hereto as Exhibit D (the “Decommission Scope”). Tenant’s access to the Development and removal/decommissioning activities during the foregoing forty-five (45) day period after the expiration or earlier termination of this Lease shall not be considered a holdover under this Lease. For the avoidance of doubt, other than the items expressly EXHIBIT 1
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designated for removal from the Development on the Decommission Scope, Tenant shall have no obligation to remove from the Development at any time any alterations, improvements, trade fixtures, machinery, appliances, equipment, furniture, personal property, safe deposit boxes, under counter steel, vaults, vault doors, cabling or wiring, signs, signage structures, signage panels, telephone equipment, security systems and equipment, or any other items, including without limitation, the items designated to rema in at the Development on the Decommission Scope. In addition, and notwithstanding anything set forth in this Lease to the contrary, in no event shall any ATM (including any currency, checks, stamps, transaction records, or other contents located therein) or any proprietary or confidential items (e.g., disks, computers, hard drives, etc.) (collectively, “Banking Equipment”) be transferred to Landlord and all such Banking Equipment shall remain the property of Tenant. If any Banking Equipment remains at the Development after the expiration of such forty-five (45) day period following the expiration or earlier termination of this Lease, Landlord shall notify Tenant thereof and Tenant shall have a period of not less than thirty (30) days after receipt of such notice to remove such Banking Equipment from the Development.

18. Signage.

18.1. General. During the Lease Term, Tenant shall have the right to maintain at the Premises and the Development all of its signs which exist as of the Lease Commencement Date, including without limitation, Tenant’s exterior signage as depicted on Exhibit C attached hereto. Landlord shall not place, or allow any third-party to place, any signage or other advertisements for Landlord or any third-party on the exterior walls or roof of the Premises without Tenant’s prior written approval, which approval may be withheld in Tenant ’s sole discretion without considering the interests of Landlord or any third -party.

Tenant may change the name, logo, or coloring of Tenant’s signage without any further consent on the part of Landlord if such changes comply with applicable Governmental Regulations.

18.2. Tenant’s Interior Signs . During the Lease Term, Tenant shall have the right to maintain within the interior of the Premises and Building all signs and advertising which exist as of the Lease Commencement Date, including any interior marquee-type signage which is placed in the windows and is visible from the outside of the Premises.

18.3. Trademarks. Tenant may operate at the Premises under any trade name, logo, trademark, or service mark permitted by law (collectively, “Marks”). Each party’s Marks remain the sole property of such party. Landlord and Tenant shall not use a Mark of the other party in advertising or otherwise without the prior written consent of the party owning the Mark; provided, however, that Tenant is permitted to include t he location/ address of the Premises in Tenant ’s directories of store locations published by Tenant from time to time.

18.4. Scaffold Signage . If the visibility of Tenant ’s existing signage is materially obstructed by any construction activities on or about the Development (e.g., scaffolding, construction trailers, staging/supply storage areas, or construction equipment), Tenant may, subject to applicable Governmental Regulations and Landlord’s prior written approval, install temporary replacement signage to alleviate the temporary visibility obstruction. Landlord shall use commercially reasonable efforts to obtain for Tenant the right to install such temporary replacement signage from Landlord ’s contractors or other third-party vendors (e.g., by including such requirement in Landlord ’s contract with all contractors and third-party vendors). In addition, Landlord shall, if required, join in any signage permit application required for such temporary replacement signage.

19. Alterations.

Tenant shall not make any structural alterations, additions, or improvements to the Premises without the prior written consent of Landlord; provided, however, that Tenant may, at its own expense, and without Landlord consent, make any non-structural alterations to the Premises, including to upgrade/replace any EXHIBIT 1
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ATM or night drop, as Tenant desires. Tenant shall secure all applicable governmental permits and approvals required in connection with any such work.

20. Assignment & Subletting.

20.1. Landlord’s Consent. Except as otherwise provided in this Section 20, Tenant shall not assign this Lease or sublet the whole or any part of the Premises (collectively, “Transfer”) without the prior written consent of Landlord. Landlord’s consent to a Transfer serves to release Tenant from all further liability under this Lease arising after the effective date of such assignment.

20.2. No Assignment. The following events are not a Transfer under this Section 20:
(i) a change in ownership of Tenant as a result of a merger, consolidation, reorganization, or joint venture; (ii) the sale of Tenant’s assets (e.g., deposits, loans, this Lease, etc.) at the Premises as a going concern (a “Store Sale”); (iii) a Transfer of this Lease to any entity if a regulatory agency having jurisdiction over Tenant’s business requires that Tenant divest itself of certain deposits and banking facilities (a “Divestiture”); (iv) the Transfer of this Lease to any entity that controls, is controlled by, or is under common control with Tenant; (v) the sale, exchange, issuance, or other transfer of Tenant ’s stock on a national exchange or between any entity that controls, is controlled by, or is under common control with Tenant; or (vi) the sale or transfer of at least ten (10) locations (including the Premises and this Lease) in a bulk sale to one transferee (a “Bulk Sale”). Tenant is not required to obtain Landlord’s consent and Landlord shall not delay, alter, or impede any of the foregoing transactions or combinations thereof. Tenant has no further liability under this Lease arising after the effective date of a Store Sale, Divestiture, or Bulk Sale.

20.3. Resolution & Recovery.

20.3.1. “Resolution Event” means the filing of and pursuit of an insolvency related proceeding against Tenant or Tenant’s assets pursuant to applicable law (e.g., the Dodd-Frank Wall Street Reform and Consumer Protection Act). For purposes of this Section 20.3 only, “Affiliate” means any entity that controls, is controlled by, or is under common control with Tenant.

20.3.2. Notwithstanding anything set forth in the Lease to the contrary, if a Resolution Event occurs, and Tenant or an Affiliate continues to abide by the terms of the Lease, Landlord shall not, while a Resolution Event is pending (and, except as otherwise provided in Section 20.3.5 below, for a period of eighteen (18) months thereafter): (i) terminate or modify the Lease; (ii) recapture the Premises; (iii) prevent renewal of the Lease pursuant to a right to renew set forth in the Lease (if any); (iv) suspend any services provided to Tenant, an Affiliate, or the Premises under the Lease; or (v) otherwise exercise remedies under or in respect of the Lease arising from a Resolution Event.

20.3.3. In addition, but only in connection with a Resolution Event, Landlord hereby consents to (i) any change of control of Tenant or an Affiliate and (ii) the assignment, delegation, or transfer of any or all of Tenant’s rights and obligations under the Lease, in whole or in part, to any entity that is or becomes (or, as of immediately prior to the Resolution Event, was) an Affiliate or a successor to the whole or a part of the business of Tenant or an Affiliate.

20.3.4. For purposes of this Section 20.3.4 only, Affiliate also includes any Affiliate or entity that, in connection with a Resolution Event, is an assignee of Tenant or an entity divested by Tenant. If Tenant (or Tenant’s trustee, receiver, or debtor-in-possession) rejects, disclaims, or repudiates the Lease in connection with a Resolution Event, the Lease shall nevertheless remain in full force and effect as between any Affiliate of Tenant that is a party to or beneficiary of the Lease (e.g., a subtenant, licensee, or other occupant of the Premises) and Landlord shall not exercise any right to terminate the Lease or otherwise exercise any right or remedy under the Lease with respect to any such Affiliate to the extent that such right or remedy arose or arises from such rejection, disclaimer, or repudiation so long as such Affiliate continues to perform its own obligations, or the obligations assumed by it, under the Lease.

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20.3.5. Notwithstanding anything set forth in this Section 20.3 to the contrary, Landlord is not required, even during a Resolution Event, to allow Tenant or an Affiliate to occupy the Premises after the final expiration date of the Lease.

20.4. No Waiver. Notwithstanding anything set forth in this Lease to the contrary, Ten- ant has not waived any of its rights under California Civil Code Section 1995.310.

21. Indemnification.

21.1. Mutual Indemnification . Subject to the waiver of subrogation provisions in Section 22 below, Tenant shall indemnify, hold harmless, pay, and reimburse Landlord from and for any and all losses, damages, liability, or expenses (including reasonable attorneys’ fees, court costs, and expert witness fees) actually incurred by Landlord, arising from loss of life, personal injury and/or property damage, caused by or resulting from, in whole or in part, any negligent act or omission or intentional misconduct of Tenant, its agents, employees, or contractors on or after the Lease Commencement Date, in connection with Tenant’s use or occupancy of the Premises. Subject to the waiver of subrogation provisions in Section 22 below, Landlord shall indemnify, hold harmless, pay, and reimburse Tenant from and for any and all losses, damages, liability, or expenses (including reasonable attorneys’ fees, court costs, and expert witness fees) actually incurred by Tenant, arising from loss of life, personal injury and/or property damage, caused by or resulting from, in whole or in part, any negligent act or omission or intentional misconduct of Landlord, its agents, employees, or contractors, in connection with the management, use, or occupancy of the Development and its Common Areas.

21.2. Concurrent Negligence. Notwithstanding the provisions of Section 21.1 above, in the event of the concurrent negligence or intentional misconduct of Tenant, its agents, employees, or contractors on the one hand and that of Landlord, its agents, employees, or contractors on the other hand, a party’s (the “Indemnifying Party”) obligation to indemnify the other as set forth in this Section 21 is limited to the extent of the Indemnifying Party ’s negligence and/or intentional misconduct, and that of its agents, employees, or contractors, including the Indemnifying Party ’s proportionate share of reasonable costs, attorneys’ fees, court costs, expert witness fees, and other expenses incurred in connection with any claim, action, or proceeding brought with respect to such injury or damage.

21.3. Survival. The obligations of Tenant and Landlord under this Section 21 shall survive the expiration or earlier termination of this Lease.

22. Insurance.

22.1. Waiver of Subrogation. Except to the extent caused by the gross negligence or willful or wanton misconduct of the other party, Tenant and Landlord hereby waive any and all rights of recovery, claims, actions, or causes of action against each other, by way of subrogation or othe rwise, including their respective employees, officers, directors, subsidiaries, affiliates, agents, representatives, and assigns, for any loss or damage that may occur to the Development, Landlord’s personal property, Tenant’s betterments in and about the Premises, and Tenant’s personal property by reason of fire or other casualty, regardless of cause or origin. The above waiver of subrogation applies whether or not there are any deductibles or self-insurance and in the absence of any commercial property insurance.

22.2. Liability Insurance. During the Lease Term, Landlord and Tenant shall maintain:
(i) Commercial General Liability insurance ( “CGL Insurance ”) with limits of liability not less than $1,000,000 per occurrence with a general aggregate of not less than $2,000,000 covering liability arising from operations at the Development or Premises, as applicable, independent contractors, product-completed operations, personal injury, and advertising injury, and contractual liability that includes this Lease as an insured contract; (ii) Commercial Automobile Liability insurance ( “CAL Insurance”) with a combined single limit of liability not less than $1,000,000 covering bodily injury, including death, and property EXHIBIT 1
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damage for liability arising from use of owned, non-owned, and hired vehicles; (iii) Workers’ Compensation insurance ( “WC Insurance ”) in full compliance with applicable state or jurisdictional statutory requirements and Employers ’ Liability insurance ( “EL Insurance ”) in an amount of not less than $1,000,000 per accident for bodily injury and $1,000,000 per employee/aggregate for disease.

22.3. Additional Insureds. With respect to CGL Insurance, Tenant shall name Landlord as an additional insured and Landlord shall name Tenant as an additional insured. In addition, the CGL Insurance: (i) must be endorsed to be primary and non-contributory, rather than excess, with respect to each party’s additional insured status; (ii) endorsed to provide cross -liability coverage if they do not contain a standard ISO separation of insureds provision; (iii) must not contain any endorsement or provision that states the limits of the policy will not stack, pyramid or be in addition to any other limits provided by that insurer, and (iv) have no cross suits exclusion, or any similar exclusion that excludes coverage for claims brought by an additional insured under the policy against another insured under the policy.

22.4. Rating Requirements. All insurance policies required by this Section 22 (i) must be issued or re-insured by insurance companies having an “A” rating or better by Standard and Poor’s, and if not rated by Standard & Poor’s, then a rating of “A” by A.M. Best Company, with a minimum Financial Size Category of VIII, and (ii) may be satisfied by a primary policy or combination of primary, excess, or umbrella policies. The insurance provisions set forth in this Section 22 set forth the minimum amounts and scopes of coverage to be maintained by Landlord and Tenant and are not to be construed in any way as a limitation on each party’s liability under this Lease.

22.5. Self-Insurance. Tenant may satisfy any or all of the above insurance requirements by use of self-insurance, deductible, and/or a captive insurance company (and the rating requirements set forth in Section 22.4 above are not applicable to Tenant’s self-insurance or to policies issued by a captive insurance company). Landlord hereby represents to Tenant that Landlord’s self -insurance with respect to CGL Insurance, CAL Insurance and WC Insurance , and Tenant’s protection thereunder, is as set forth in Exhibit E attached hereto. The responsibility to fund any financial obligation for self-insurance, the election not to insure, and the amount of any deductible are assumed by, for the account of, and at the sole risk of each party. The application of coverage within this self-insurance, election not to insure, and/or deductible is deemed covered in accordance with the policy forms set forth in this Section 22.

22.6. Certificates of Insurance. Each party shall furnish certificates of insurance to the other party evidencing all of the above-described insurance policies prior to or upon execution of this Lease and annually thereafter, but not later than ten (10) business days after the expiration of each policy. Each party shall notify the other party within 30 days after receiving any Notice of Cancellation, material modification, reduction in coverage, or non -renewal from its insurer that results in non -compliance with the insurance requirements set forth in this Section 22.

23. Default.

23.1. Failure to Perform . The failure of a party to observe or perform any of the covenants, conditions, or provisions of this Lease to be observed or performed by such party, where such failure continues for more than twenty (20) days after such party’s receipt of written notice of default from the other party; provided, that if the cure of such failure reasonably requires more than twenty (20) days to complete, then such party is not in default if such party promptly commences the cure of such failure and diligently pursues such cure to completion.

23.2. Remedies in Default. Upon the occurrence of a Default ( i.e., after expiration of the applicable notice and cure period without cure), the non-defaulting party may (as such party’s sole and exclusive remedies): (a) perform, on the defaulting party’s behalf, any unperformed covenant or obligation hereunder constituting such Default (after giving the defaulting party written notice of the non-defaulting party’s intention to do so except in the case of emergency which threatens life or where there is imminent EXHIBIT 1
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danger to property), in which event the defaulting party shall reimburse the non-defaulting party for all expenses reasonably incurred by the non-defaulting party in doing so within thirty (30) days after written demand therefor; and/or (b) terminate this Lease and in the case of a Default by Tenant, pursue such other rights and remedies as may be available under applicable law with respect to removal of Tenant and repossession of the Premises . LANDLORD HEREBY WAIVES ANY RIGHT OF RE -ENTRY

WITHOUT TERMINATING THIS LEASE AND ANY LOCK -OUT REMEDIES A V AILABLE UNDER APPLICABLE GOVERNMENTAL REGULATIONS.

24. Landlord Bankruptcy Proceeding. If the obligations of Landlord under this Lease are not performed during the pendency of a bankruptcy or insolvency proceeding involving the Landlord as the debtor, or following the rejection of this Lease in accordance with Section 365 of the United Sta tes Bank- ruptcy Code, then notwithstanding any provision of this Lease to the contrary, Tenant may collect (a) any and all damages caused by such non-performance of Landlord’s obligations under this Lease by Landlord, debtor-in-possession, or the bankruptcy trustee, and (b) any and all damages caused by the non-performance of Landlord’s obligations under this Lease following any rejection of this Lease in accordance with Section 365 of the United States Bankruptcy Code.

25. Damage by Fire or Other Casualty.

25.1. Termination Rights. If fire or other casualty renders the whole or any portion of the Premises untenantable for any period of time, then either Landlord or Tenant shall have the right to terminate this Lease upon written notice to the other, effective upon a date within thirty (30) days from the date of such notice. Upon termination, neither Landlord nor Tenant shall have any other future obligations or responsibilities under this Lease (except for any that expressly survive termination of this Lease). In no event shall either party be obligated to restore the Premises following any damage or destruction.

25.2. Waiver of Statutory Provisions. The provisions of this Lease, including this Sec- tion 25, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Development, and any statute or regulation of the State of California, including Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, has no application to this Lease or any damage or destruction to all or any part of the Premises or the Development.

26. Condemnation/Eminent Domain.

26.1. Total Taking or Partial Taking . “Eminent Domain ” means the taking or damaging of property by, through or under any Governmental Authority, and any purchase or acquisition in lieu thereof, whether or not the damaging or taking is by the government or any other person having the lawful right to do so . Landlord shall notify Tenant if all or any portion of the Development, or all or any portion of the Premises or Improvements, is going to be acquired for any public or quasi-public use through taking by condemnation, eminent domain, or purchase in lieu t hereof (each, a “Taking”) within five (5) business day after Landlord’s receipt of notice thereof. If all or a portion of the Premises are taken by Eminent Domain, this Lease shall terminate as of the earlier of (i) the date Tenant is required to vacate the Premises or (ii) the date title passes to the condemning authority.

26.2. Damages. Landlord reserves all rights to the entire damage award or payment for any taking by eminent domain. Tenant shall, however, have the right to claim from the condemning authority all compensation that may be recoverable by Tenant on account of any loss incu rred by Tenant, including loss due to removing Tenant’s merchandise, furniture, trade fixtures, and equipment or for damage to Tenant’s business, loss of business, and/or loss of leasehold interest; provided, however, that Tenant may claim such damages only if they are awarded separately in the eminent domain proceeding and not as part of Landlord’s damages.

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26.3. Waiver of Statutory Provisions. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure.

27. Intentionally Deleted.

28. Environmental/Hazardous Materials.

28.1. Tenant Compliance. Commencing on the Lease Commencement Date and thereafter throughout the Lease Term, Tenant shall not cause any substances, chemicals, materials or pollutants (whether solid, liquid or gaseous) deemed to be toxic or hazardous or the manufacture, storage, transport or disposal of which is regulated, governed, restricted or prohibited by any federal, state or local agency or authority, or under any federal, state or local law, ordinance, rule or regulation related to the environment, health or safety (collectively, the “ Environmental Laws ”), including any oil, gasoline, petroleum, petroleum by-products, asbestos or asbestos containing materials (collectively, the “Hazardous Materials”), to be placed, stored, released, discharged, manufactured, treated or used on, in, under or about the Premises in violation of applicable Environmental Laws, except for office supplies, cleaning supplies, and other similar supplies and materials used in the ordinary course of Tenant’s business.

28.2. Landlord Compliance. Throughout the Lease Term, Landlord shall not cause or permit any Hazardous Materials to be placed, stored, released, discharged, manufactured, treated, or used on, in, under, or about the Development in violation of applicable Environmental Laws.

28.3. Tenant Indemnification of Landlord. Tenant shall indemnify, defend, and hold Landlord harmless from and against all Liabilities (as defined below) to the extent caused by or arising out of any Hazardous Materials released at the Premises by Tenant on or after the Lease Commencement Date in violation of applicable Environmental Laws . Tenant’s obligations and liabilities under this Section 28 survive the expiration or earlier termination of this Lease.

28.4. Landlord Indemnification of Tenant . Landlord shall indemnify, defend, and hold Tenant harmless from and against all Liabilities (as defined below) to the extent caused by or arising out of the presence, disturbance, discharge, release, removal, or cleanup of any Hazardous Materials at the Development by any person or entity (other than a release by Tenant on or after the Lease Commencement Date). Landlord’s obligations and liabilities under this Section 28 survive the expiration or earlier termination of this Lease.

28.5. “Liabilities” means any and all liabilities, expenses, demands, fees, sums, amounts, damages (excluding punitive, exemplary and consequential damages), costs, cleanup costs, response costs, losses, causes of action, claims for relief, attorneys’ fees, court costs, alternative dispute resolution expenses and other legal fees, other professional fees, penalties, fines, assessments, and charges.

29. No Subordination of Lease.

Landlord represents and warrants to Tenant that there is no mortgage or deed of trust that affects or encumbers all or any portion of the Development as of the Lease Commencement Date and that this Lease shall not at any time during the Lease Term be subordinate to the lien of any mortgage or deed of trust that hereafter affects or encumbers all or any portion of the Development.

30. Estoppel Certificate.

Landlord and Tenant shall from time to time upon request from each other, within thirty (30) days after notice from the other, execute and deliver to such persons as the requesting party shall request, a statement certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that th e same is in full force and effect as so modified), stating the commencement and EXHIBIT 1
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termination dates of the current Lease Term, stating whatever options to extend there may be in this Lease, stating that Landlord or Tenant, as applicable, is not in default hereunder to such party’s actual knowledge (or if Landlord or Tenant, as applicable, have alleged a default, stating the nature of such alleged default), and further stating such other factual matters relating to this Lease as the requesting party shall reasonably require.

31. Access to Premises.

Landlord, its agents, employees, and contractors, may enter the Premises at reasonable times with reasonable advance notice to Tenant (or to an authorized employee of Tenant at the Premises), and at any time if an emergency (which threatens life or where t here is imminent danger to property), to do the following: (i) inspect the Premises and show the Premises to prospective lenders or purchasers and, during the ninety (90) days immediately prior to the expiration of this Lease, to prospective tenants, but only if all such showings are accompanied by a representative of Tenant if so requested by Tenant; (ii) make repairs or perform maintenance if required by this Lease; (iii) comply with applicable Governmental Regulations; or (iv) post (at the Development, but not within or at the entrance to the Premises) for sale or for lease signs; provided, however, that any of the foregoing entries must cause the least practical interference to Tenant’s business and Tenant’s use of the Premises. If Landlord ’s entry (a) materially and substantially interferes with the safety or security of Tenant ’s agents, employees, contractors, or invitees at the Premises, (b) materially and substantially interferes with the conduct of Tenant’s business, or (c) causes damage to Tenant’s property, then in any such event Landlord is liable for any damage to Tenant’s property. Due to the sensitive and regulated nature of Tenant ’s business, Landlord shall not allow any person convicted of a Violent Crime (as defined below) to enter the Premises on behalf of Landlord pursuant to this Section or to provide, directly or indirectly, any service, repair, maintenance, etc., on behalf of Landlord pursuant to this Lease. “Violent Crime” means an offense that has as an element the use, attempted use, or threatened use of physical force against the person or property of another (e.g., murder, non-negligent manslaughter, rape/ sexual assault, robbery, aggravated assault, harassment, stalking, etc.). In addition, Landlord, its agents, employees, and contractors, are not permitted entry to any restricted area of the Premises (i.e., the vault, behind the teller counter, or other secured area). If Landlord, its agents, employees, or contractors need access to a secured area of the Premises (e.g., an area behind the Premises badge reader), Landlord shall provide to Tenant the following information for each such agent, employee, or contractor prio r to Tenant granting such access (e.g., by issuing a badge or other access device to such agent, employee, or contractor):
full legal name and one government issued identification number (e.g., driver’s license number, passport number, or other government issued identification number).

32. Holding Over.

If Tenant holds over and remains in possession of the Premises beyond the expiration or earlier termination of this Lease, such holding over shall not be deemed or construed to be a renewal of this Lease, but rather shall constitute the creation of a month -to-month tenancy, which may be terminated by either party upon not less than thirty (30) days’ prior written notice thereof to the other party. During such holdover tenancy, Tenant shall be bound by all the terms and conditions of this Lease . The remedy set forth in this Section is Landlord’s exclusive remedy with respect to a holdover by Tenant and is in lieu of all other remedies that may be allowed by applicable Governmental Regulations for a holdover by Tenant.

33. Quiet Enjoyment.

During the Lease Term, Landlord shall, provided that Tenant performs the terms and conditions of this Lease as and when required, take all necessary steps to secure to Tenant and to maintain for the benefit of Tenant the quiet and peaceful possession and enjoyment of the Premises and all rights appurtenant thereto, without disturbance, hindrance, or molestation by Landlord or any other person claiming title to the Premises or the Development or any part thereof, and Landlord shall defend Tenant’s interest under this Lease against the claims of any and all such persons.

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34. Brokerage Commissions.

Each party represents to the other that it has had no dealings with any real estate broker, agent, or finder in connection with the negotiation of this Lease , and that it knows of no real estate broker or agent entitled to any commission or finder ’s fee in connection with this Lease. Each party shall indemnify and hold harmless the other party from and against any and all claims, demands, losses, liabilities, lawsuits, judgments, costs, and expenses (including attorneys’ fees and costs) with respect to any leasing commission, finder’s fee, or equivalent compensation alleged to be owing on account of the indemnifying party ’s dealings with any real estate broker, agent, or finder.

35. Notices.

35.1. Written Notice; Delivery Methods . Each party giving or making any notice, request, demand, consent, approval, or other communication (each, a “Notice” (but sometimes “notice”)) pursuant to this Lease shall: (i) give the Notice in writing; (ii) cause the Notice to be signed by an authorized representative of the sending party (the sending party’s attorney is authorized to sign and send a Notice on behalf of the sending party); and (iii) use one of the following methods of delivery, each of which for purposes of this Lease is a writing: (a) personal delivery; (b) Certified Mail, return receipt requested, with postage paid; (c) nationally recognized overnight courier, with all fees paid; or (d) email (but only if a party’s email address is included in its notice address in the Key Pro visions Summary or is otherwise provided to the other party by a Notice).

35.2. Addresses. Each party giving a Notice shall address the Notice to the appropriate person at the receiving party (the “Addressee”) at the address(es) listed in the Notice Addresses section of the Key Provisions Summary or to another Addressee or at another address as designated by a party in a Notice pursuant to this Section 35. Notices may not be sent to the Premises. Any notice sent to the Premises is deemed ineffective.

35.3. Effectiveness of a Notice. Except as provided elsewhere in this Lease, a Notice is effective only if (i) the party giving the Notice has complied with the two subsections set forth above and (ii) the Notice is deemed to have been received by the Addressee. A Notice is deemed to have been received by the Addressee as follows: (a) if a Notice is delivered in person, sent by Certified Mail, or sent by nationally recognized overnight courier: on the earlier of the date of delivery or the date the Notice is available for pickup, all as evidenced by the records of the delivering person or entity; (b) if a Notice is sent by email: on the date the email Notice is sent to the Addressee ’s email address; and (c) if the Addressee rejects or otherwise refuses to accept the Notice (e.g., if the Addressee does not pick up the Notice timely), or if the Notice cannot be delivered because of a change in address for which no Notice was given: upon the rejection, refusal, or inability to deliver the Notice, which shall be deemed to be the date of rejection, refusal, inability to deliver, or availability for pickup, all as evidenced by the records of the delivering person or entity. If a Notice is sent by email, the party sending the Notice also must send, unless such requirement is waived in a return email from the receiving party, a confirmation copy of the Notice by one of the other methods in the first subsection set forth above within three (3) business days after the send date of the email, but the lack of delivery of such other Notice does not negate the email Notice.

35.4. Delivery Time of Notice. Notwithstanding the foregoing, if any Notice is received after 5:00 p.m. on a Business Day where the Addressee is located, or on a day that is not a Business Day where the Addressee is located, then the Notice is deemed received at 9:00 a.m. on the next Business Day where the Addressee is located.

36. Force Majeure.

36.1.1. Definition. “Force Majeure Event” means any act or event, whether foreseen or unforeseen, that meets all three of the following tests: (a) the act or event prevents a party (the EXHIBIT 1
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“Non-Performing Party”), in whole or in part, from (i) performing its obligations under this Lease, or (ii) satisfying any conditions to the obligations of the other party (the “Performing Party”) under this Lease; (b) the act or event is beyond the reasonable control of and not the fault of the Non -Performing Party; and (c) the Non-Performing Party has been unable to avoid or overcome the act or event by the exercise of due diligence. In furtherance of the definition of Force Majeure Event and not in limit ation of that definition, each of the following acts or events is an example of an act or event that could be a Force Majeure Event if the act or event meets each of the above requirements of this Section 36.1.1: accident; fire; act of God; act of a public enemy; injunction; riot; strike; lockout; insurrection; war; terrorist attack; court order; requisition or order of governmental body or authority; epidemic, pandemic, or quarantine (such as the events connected with COVID-19); and inability to procure labor or materials from normally available sources. Notwithstanding the preceding definition of a Force Majeure Event, a Force Majeure Event excludes economic hardship, changes in market conditions, and insufficiency of funds.

36.1.2. Suspension of Performance . If a Force Majeure Event occurs, the Non-Performing Party is excused from (i) whatever performance is prevented by the Force Majeure Event to the extent prevented, and (ii) satisfying whatever conditions precedent to the Performing Party ’s obligations that cannot be satisfied, but only to the extent they cannot be satisfied due to the Force Majeure Event. Notwithstanding the preceding sentence, a Force Majeure Event does not excuse any obligation by either the Performing Party or the Non-Performing Party to make any payment required under this Lease.

36.1.3. Obligations of Non -Performing Party . Not later than five (5) business days after becoming aware of the occurrence of a Force Majeure Event, the Non - Performing Party shall send written notice to the Performing Party describing the particulars of the occurrence, including an estimate of its expected duration and probable impact on the performance of the Non-Performing Party’s obligations under this Lease. During the continuation of the Force Majeure Event, the Non-Performing Party shall (i) furnish timely, regular written reports updating the initial notice and providing any other information reasonably requested by the Performing Party; (ii) exercise commercially reasonable efforts to mitigate or limit damages to the Performing Party; (iii) exercise commercia lly reasonable due diligence to overcome the Force Majeure Event; (iv) to the extent that it is able, continue to perform its obligations under this Lease; and (v) cause the suspension of performance to be of no greater scope and no longer duration than the Force Majeure Event requires.

36.1.4. Resumption of Performance. When a Force Majeure Event no longer prevents the Non-Performing Party from (i) resuming performance of its obligations under this Lease, or (ii) satisfying the conditions precedent to the Performing Party ’s obligations, the Non -Performing Party shall immediately give the Performing Party written notice to that effect and shall resume performance under this Lease no later than two (2) business days after the notice is delivered.

36.1.5. Exclusive Remedy. Except as explicitly set forth otherwise in this Lease, the relief offered by this Force Majeure provision is the exclusive remedy available to the Non - Performing Party with respect to a Force Majeure Event. In addition, the liability of either party for an event that arose before the occurrence of the Force Majeure Event is not excused as a result of such occurrence.

37. Additional Terms.

37.1. Default Rate of Interest . The “Default Rate” of interest is the lesser of eight percent (8%) per annum or the rate per annum equal to the then current prime interest rate published in The Wall Street Journal in its “Money Rates” section.

37.2. Successors or Assigns. The terms, conditions, covenants, and agreements of this Lease extend to and are binding upon Landlord, Tenant, and their respective heirs, administrators, executors, legal representatives and permitted successors, subtenants and assigns, if any, and upon any EXHIBIT 1
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person or entity coming into ownership or possession of any interest in the Premises by operation of law or otherwise.

37.3. Severability. If any term, covenant, or condition of this Lease or the application thereof to any person or circumstance is, to any extent, invalid, illegal, or unenforceable, the remainder of this Lease, or the application of such term, covenant, or condition to parti es or circumstances other than those to which it is held invalid, illegal, or unenforceable, is not affected thereby and each term, covenant, and condition of this Lease remains valid and enforceable to the fullest extent permitted by law, but only if the essential terms and conditions of this Lease for each party remain valid, binding, and enforceable.

37.4. Recordation of Lease or Memorandum of Lease. Neither Landlord nor Tenant will permit, allow or cause this Lease, any amendment to this Lease or a Memorandum of Lease to be recorded in any public registry or office of register of deeds, including the jurisdiction in which the Premises are situated.

37.5. Waiver. The parties may waive any provision of this Lease only by a writing executed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy or in requiring the satisfaction of any condition under this Lease, and no act, omission, or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver once given is not to be construed as a waiver on any future occasion or against any other person or entity.

37.6. Amendment. The parties may amend this Lease only by a written agreement of the parties that identifies itself as an amendment to this Lease.

37.7. Headings & Interpretation. The descriptive headings/captions of the sections and subsections of this Lease are for convenience only, do not constitute a part of this Lease, and do not affect this Lease’s construction or interpretation. Whenever used in this Lease: (i) the words “herein”, “hereof”, and similar words refer to this Lease in its entirety and not solely to any specific sentence, paragraph, or section; (ii) the words “include,” “includes,” and “including” mean considered as part of a larger group, incorporate “without limitation”, and are not limited to the items recited; (iii) the word “shall” means “is obligated to”; (iv) the word “may” means “is permitted to, but is not obligated to”; and (v) unless otherwise noted reference to a specific Section or Exhibit is a reference to a Section or Exhibit in this Lease.

37.8. Choice of Law. The laws of the state, commonwealth, or jurisdiction where the Premises are located (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Lease and the transactions it contemplates, including its interpretation, construction, performance, and enforcement.

37.9. Acceptance of Keys . The acceptance of keys to the Premises by Landlord, its agents, employees, contractors, or any other person on Landlord’s behalf is not deemed an early termination of this Lease unless such early termination is evidenced in writing and signed by Landlord.

37.10. Authority to Execute . Each party represents to the other party that this Lease:
(i) resulted from an arm’s-length negotiation; (ii) has been duly authorized, executed, and delivered by and on behalf of such party; and (iii) constitutes the valid, binding, and enforceable agreement of such party in accordance with the terms of this Lease. In addition, each party represents to the other party that it has the full right, power, and authority to enter into this Lease without the necessity of obtaining any third -party approval (other than those already obtained by such party) and that the terms of this Lease do not violate any lease, loan, condition, covenant, restriction, exclusive, or any other agreement or provisions to which such party is a party that existed prior to the Lease Date.

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37.11. No Construction Against Drafting Party. Landlord and Tenant acknowledge that each of them and their respective counsel have had an opportunity to review this Lease and that this Lease will not be construed for or against either party merely because such party prepared or drafted this Lease or any particular provision thereof.

37.12. Counterparts & Digital Signatures . The parties may execute this Lease in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one Lease. The signatures of all parties need not appear on the same counterpart. This Lease is valid, binding, and enforceable against a party only when executed by an authorized individual on behalf of a party by means of (i) an electronic signature that complies with the federal Electronic Signatures in Global and National C ommerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signatu re or faxed, scanned, or photocopied manual signature has for all purposes the same validity, legal effect, and admissibility in evidence as an original manual signature. This Lease is effective upon delivery of one executed counterpart from each party to the other parties. In proving this Lease, a party must produce or account only for the executed counterpart of the party to be charged.

37.13. Acceptance. The submission of this Lease to Landlord by Tenant or to Tenant by Landlord does not constitute an offer to lease. This Lease becomes effective only upon the execution and delivery thereof by both Landlord and Tenant.

37.14. Damages. Notwithstanding anything set forth in this Lease to the contrary, neither party is liable to the other for any special, indirect, punitive, or consequential damages.

37.15. Time of the Essence. Time is of the essence in this Lease.

37.16. Business Days. “Business Day” (or “business day”) means, as to any party, any day that is not a Saturday, Sunday, or other day on which national banks are authorized or required to close in the state, commonwealth, or jurisdiction where the Premises are located (“Bank Holiday”). To compute a time period under this Lease when the period is stated in days or a longer unit of time: (i) exclude the day of the event that triggers the period; (ii) count every day, including intermediate Saturdays, Sundays, and Bank Holidays; and (iii) include the last day of the period, but if the last day is a Saturday, Sunday, or Bank Holiday, the period continues to run until the end of the next day that is not a Saturday, Sunday, or Bank Holiday.

37.17. Attorneys’ Fees. In the event of any litigation related to this Lease, whether to enforce its terms, recover for default, or otherwise, if either party receives a judgment, settlement, or award in its favor (the “Receiving Party”) against the other party (the “Paying Party”) in such litigation, the Paying Party shall pay upon demand all of the Receiving Party ’s costs, charges, and expenses (including reasonable attorneys’ fees, court costs, and expert witness fees) arising out of such litigation (including the costs of any appeal related thereto); provided, however, that if prior to commencement of a trial in the litigation the Paying Party offers to pay an amount equal to or in excess of such judgment, settlement, or award, the Receiving Party is not entitled to any such costs, charges, expenses, or attorneys’ fees.

37.18. Confidentiality. Landlord shall hold the terms of this Lease in strict confidence and will not disclose same to any person other than to (i) Landlord’s directors, officers, employees, and partners, (ii) those brokers, consultants, lenders, or other third parties working with Landlord in connection with this Lease and who need to know such information for the purpose of consummating this transaction and who agree in writing to the terms of this Section, and (iii) members of the public to the extent required for Landlord to comply with its obligations under California’s Public Records Act (California Government Code Section 7920.000 et seq.). If Landlord receives a subpoena or other request to disclose this Lease under California’s Public Records Act, Landlord shall promptly notify Tenant thereof in order to permit EXHIBIT 1
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Tenant the opportunity to seek a protective order or take any other appropriate action to prevent disclosure of this Lease. This confidentiality obligation will not be applicable to disclosure of information required by applicable Governmental Regulations. Tenant may suffer irreparable harm in the event of a breach of this confidentiality agreement, for which Tenant has no ad equate remedy at law. Therefore, in addition to all other remedies available pursuant to the terms of this Lease or at law, Tenant shall have the right to obtain immediate injunctive or other equitable relief upon a breach of this confidentiality agreement by Landlord, without the necessity of giving any notice of such default or opportunity to cure the same.

37.19. Personal Data. If Tenant collects Personal Data (as defined below) from Landlord’s agents, employees, or contractors in connection with this Lease (e.g., Personal Data collected to issue an access badge for the Premises), Landlord shall provide such persons with the Wells Fargo privacy notice disclosure available at https://www.wellsfargo.com/privacy-security/notice-of-data-collection/ or as otherwise provided by Wells Fargo. “Personal Data” means any information that: (1) identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identifiable natural person or (2) is considered Personal Data as such term or concept is defined by applicable law.

37.20. Third-Party Beneficiaries. This Lease does not and is not intended to confer any rights or remedies upon any person or legal entity other than the signatories.

37.21. Survival. The provisions of this Lease that would require that they survive the expiration or earlier termination of the Lease in whole or part to give them full effect survive the expiration or termination of this Lease in whole or part for any reason, regardless of the date, cause, or manner of such expiration or termination. In addition, all rights of action arising from this Lease that accrue during the Lease Term, and any remedies for such claims, both legal and equitable, survive the expiration or ear lier termination of this Lease.

37.22. Anti-Money Laundering, Sanctions, and Anti-Corruption.

37.22.1. “AML Laws ” means all U.S. anti -money laundering laws that criminalize money laundering or any predicate crimes to money laundering. “Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act and any similar applicable statute, rule, or regulation relating to bribery or corruption. “Sanctions” means any economic, trade, or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes, or anti -terrorism laws imposed from time to time by the United States government including but not limited to those administered or enforced by th e U.S. Department of Treasury’s Office of Foreign Assets Control. Each party represents to the other party that it is not a target of Sanctions and will not directly or indirectly transfer any of its interest in the Lease to a target of Sanctions.

At all times during the Lease Term each party shall not violate applicable Sanctions, AML Laws, or Anti- Corruption Laws to the extent that such violation results in it being unlawful for the non-violating party to transact business under the Lease with the violati ng party. If a violation occurs that results in it being unlawful for the non-violating party to transact business under the Lease with the violating party, the non- violating party may suspend, upon written notice thereof to the violating party, any moneta ry obligations under the Lease until such time as the violating party is no longer in violation. In addition, if such violation is not cured promptly, the non-violating party may terminate the Lease upon prior written notice thereof to the violating party.

37.22.2. “Sanctions Info” means (i) full legal name, (ii) TIN/SSN for an entity or individual, as applicable, that is a party to the Lease, and (iii) full current business street address. “Entity Signatory” (collectively, “Entity Signatories ”) means an entity that executes this Lease directly or indirectly for an entity party. Landlord shall, prior to execution of the Lease, deliver to Tenant a notice setting forth Sanctions Info for all entities and individuals that are a party to the Lease a nd for all Entity Signatories (e.g., if the entity executing the Lease is John Smith LLC (the entity party) by Peter Jones LLC, its sole manager (the Entity Signatory), by Jack Miller, its sole manager, then the notice must include EXHIBIT 1
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Sanctions Info for John Smith LLC and for Peter Jones LLC, but not for Jack Miller). Thereafter, each party shall, within five (5) business days after receipt of written notice thereof from the other party, deliver to the requesting party a notice setting forth the Sanctions Info (see example above) for all entities and individuals that are a party to the Lease and for all Entity Signatories.

37.23. Lease Date. The date this Lease is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the date of this Lease. If a party signs but fails to date a signature the date that the other party receives the signing party ’s signature will be deemed to be the date that the signing party signed this Lease and the other party may inscribe that date as the date associated with the signing party ’s signature; provided, however, if only one party dated this Lease, then such date is the date of this Lease.

37.24. Merger/Prior Agreements . THIS LEASE CONSTITUTES THE FINAL AGREEMENT BETWEEN THE PARTIES. IT IS THE COMPLETE AND EXCLUSIVE EXPRESSION OF THE PARTIES ’ AGREEMENT ON THE MATTERS CONTAINED IN THIS LEASE. ALL PRIOR AND CONTEMPORANEOUS NEGOTIATIONS AND AGREEMENTS

BETWEEN THE PARTIES ON THE MATTERS CONTAINED IN THIS LEASE ARE EXPRESSLY MERGED INTO AND SUPERSEDED BY THIS LEASE. THE PROVISIONS OF

THIS LEASE MAY NOT BE EXPLAINED, SUPPLEMENTED, OR QUALIFIED THROUGH EVIDENCE OF TRADE USAGE OR A PRIOR COURSE OF DEALINGS. IN ENTERING INTO

THIS LEASE, THE PARTIES HA VE NOT RELIED UPON ANY STATEMENT,

REPRESENTATION, W ARRANTY, OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR THOSE EXPRESSLY CONTAINED IN THIS LEASE. THERE IS NO CONDITION PRECEDENT

TO THE EFFECTIVENESS OF THIS LEASE OTHER THAN THOSE EXPRESSLY STATED IN THIS LEASE.

38. Waiver of Jury Trial.

EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS

RIGHT TO A TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW IN ANY ACTION OR

OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LEASE AND THE TRANSACTIONS IT CONTEMPLATES. THIS WAIVER APPLI ES TO ANY ACTION OR

OTHER LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT COUNSEL.
[Remainder of Page Left Blank Intentionally –
Signatures on Following Page]
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The parties hereby execute this Lease as of the dates set forth below.

Landlord:

CITY OF STOCKTON,
a municipal corporation
By: ____________________________________
Print Name: ______________________________
Title: ___________________________________
Date:

Tenant:

WELLS FARGO BANK, N.A.,
a national banking association
By:

Print Name:

Title:

Date:

By:

Print Name:

Title:

Date:

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EXHIBIT A-1

DEPICTION OF PREMISES
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ATM Machines (Northern Elevation)
EXHIBIT 1
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EXHIBIT 1
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EXHIBIT 1
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EXHIBIT A-2

DEVELOPMENT LEGAL DESCRIPTION
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EXHIBIT A-3

DEVELOPMENT SITE PLAN
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EXHIBIT B

FORM OF COMMENCEMENT DATE AGREEMENT

COMMENCEMENT DATE AGREEMENT
[Stockton, CA – 303 North El Dorado Street] (BE #199560) THIS COMMENCEMENT DATE AGREEMENT (this “Agreement”) is entered into by CITY OF STOCKTON, a municipal corporation (“Landlord”), and WELLS FARGO BANK, N.A., a national banking association (“Tenant”) as of the date this Agreement is signed by the last to sign of Landlord and Tenant as shown on the signature page attached hereto.

Landlord and Tenant entered into that certain Branch and Office Lease of even date herewith (the “Lease”), with respect to certain premises located at 303 North El Dorado Street, Stockton, California, as more fully described in the Lease.

The parties agree as follows:

1. Capitalized terms used in this Agreement not specifically defined herein have the meanings given such terms in the Lease.

2. The Lease Commencement Date is ________________. [date of closing to be inserted ] The Expiration Date of the Lease is 11:59 p.m. on ____________ [date which is the last day of the calendar months four (4) months after the date of closing to be inserted], subject to Tenant’s early termination rights set forth in the Lease.

3. No rent is payable by Tenant during the Lease Term.

4. This Agreement shall automatically terminate if the purchase and sale agreement between Tenant and Landlord for the sale of the Development terminates.

5. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one Agreement. The signatures of all parties need not appear on the same counterpart. This Agreement is valid, binding, and enforceable against a party only when executed by an authorized individual on behalf of a party by means of (i) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature has for all purposes the same validity, legal effect, and admissibility in evidence as an original manual signature. This Agreement is effective upon delivery of one executed counterpart from each party to the other parties. In proving this Agreement, a party must produce or account only for the executed counterpart of the party to be charged. [signatures on next page]
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The parties hereby execute this Agreement as of the dates set forth below.

LANDLORD: CITY OF STOCKTON,
a municipal corporation
By:

Print Name:

Title:

Date:

TENANT: WELLS FARGO BANK, N.A.,
a national banking association
By:

Print Name:

Title:

Date:

By:

Name:

Title:

Date:

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EXHIBIT C
TENANT’S SIGNAGE
(Attached)
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EXHIBIT D

DECOMMISSION SCOPE
Stockton Main Decommission Scope
Furniture Remove all files, personal equipment and common area items - including appliances. Don't remove fixed appliances
All furniture to remain
All whiteboards and display items will be removed unless fixed to the wall by mastic Television and monitors removed - cabling to remain
Built-in millwork to remain
All permanent fixtures to remain
Cash vault, safe deposit box and vault door shall remain Technology Network cabling for furniture to remain
All network cabling will remain in IDF/MDF rooms - labeled if possible All servers and equipment that are WF property will be removed - Racks / cages to remain All wireless access point to be removed
All desktop equipment, phones, video conferencing and all other WF property/equipment will be removed cabling to remain
All WF circuits and leased equipment will be removed - cabling to remain All cabling in risers to remain
All patch panels to remain
All UPS and batteries to remain
All satellite dishes and roof top technology will be removed Security All WF equipment will be removed to include cameras, & motion sensors - keypads, cypher locks and cabling to remain
All cabling in risers to remain
Night drop to be sealed and capped but the night drop will remain. Combos set to factory setting.

Any security elements not proprietary to Wells Fargo to remain.

Signage and
branding
All interior signage and branding will be removed - Exit signage and evacuate maps to remain
Removal of exterior building signage performed by Retail Portfolio Property Manager BMS Operating system to remain - WF proprietary equipment, switches and circuits and leased items shall be removed - need owner to coordinate transition to their operating system Fire Life Safety Operating system to remain - WF proprietary equipment, switches and circuits and leased items shall be removed - need owner to coordinate transition to their operating system HVAC Operating systems to remain - including equipment in IDF/MDF rooms ATM Remove ATM and secure building per ATM closure guidelines. Holes boarded and secured.

All non-proprietary cable/power for the ATM to remain.

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EXHIBIT E
LANDLORD’S SELF-INSURANCE
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AGREEMENT OF SALE
[Stockton, CA– 303 North El Dorado Street] (BE #199560)

KEY PROVISIONS SUMMARY
Effective Date: The date this Agreement is executed by the last to sign of Buyer and Seller (as indicated by the date associated with such party’s signature) as shown on the signature page(s) attached hereto (Section 18.15) Seller: Wells Fargo Bank, N.A., a national banking association Buyer: City of Stockton, a municipal corporation
Property: That certain real property containing approximately 1.41 acres located at 303 North El Dorado Street, Stockton, California (all of San Joaquin County tax parcel number 139-080-030) as more particularly described by a legal description from a deed/title policy attached hereto as Exhibit A and as depicted on the site plan or survey attached hereto as Exhibit B, together with all appurtenances, rights, privileges, and easements benefiting, be- longing, or pertaining thereto as well as any improvements and fixtur es located thereon (except as otherwise provided in Section 10 below)
Escrow Agent: First American Title Insurance Company, 333 W. Santa Clara Street, Suite 220, San Jose, CA 95113-1714, Attn:

Carol Herrera (email: [email protected]; telephone: (408) 451-7829); Order No. NCS-1179309-SC Earnest Money: $60,000.00 (Section 3)
Purchase Price: $425,000.00 (Section 4)
Acceptance Date: Thirty (30) days after the First Party Signature Date (Section 20) NOTE: Agreement is void if signed/dated after the Acceptance Date per Section 20.

Title Period: Thirty (30) days after the Effective Date (Section 7.1) Inspection Period: One hundred eighty (180) days after the Effective Date (Section 7.2) Closing Date: Not later than sixty (60) days after expiration of the Inspection Period (Section 11.1) Brokers: Corporate Advisory Group, Inc., dba Cresa, representing Seller, and Burns Group, representing Buyer (Sec- tion 17)
Notices:
(Section 16)
Seller: Buyer:

Wells Fargo Bank, N.A.

Corporate Properties Group
Attn: Property Admin (BE #199560)
MAC D1116-L10
1525 West W.T. Harris Blvd.

Charlotte, NC 28262
E: [email protected]
With a copy to:

Luis Rustia
Wells Fargo Bank, N.A.

E: [email protected]
And with a copy to:

SSL Law Firm LLP
505 Montgomery Street, Suite 620
San Francisco, CA 94111
Attn: Linda Jones
E: [email protected]
City of Stockton
Attn: Carrie Wright
Director of Economic Development
400 East Main Street, 4th Floor
Stockton, CA 95202
E: [email protected]
Exhibits: Exhibit A – Legal Description of Property
Exhibit B – Site Plan or Survey of Property
Exhibit C – Form of Deed
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Exhibit D – List of Due Diligence Documents
Exhibit E – Form of Lease
Exhibit F – Buyer’s Self-Insurance
Exhibit G – Decommission Scope
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AGREEMENT OF SALE
THIS AGREEMENT OF SALE (“Agreement”) is entered into as of the Effective Date by Seller and Buyer.

The parties agree as follows:

1. Key Provisions Summary; Enumeration of Exhibits . References in the body of this Agreement to a portion of the Key Provisions Summary (e.g., the defined terms in the left-hand column of the Key Provisions Summary) shall be deemed and construed to incorporate all the terms provided under each such referenced portion of the Key Provisions Summary. References in the Key Provisions Summary to a portion of the body of this Agreement (e.g., Section references in the right -hand column of the Key Provisions Summary) shall be deemed and construed to incorporate all the terms provided under each such referenced portion of the body of this Agreement. Notwithstanding anything set forth above, if there is any inconsistency between the Key Provisions Summary and another portion of this Agreement, the terms of the Key Provisions Summary shall control. The Exhibits enumerated in the Key Provisions Summary and attached to this Agreement are incorporated in this Agreement by reference and are to be construed as a part of this Agreement. Each party shall perform any obligation s on its part as set forth in any and all such Exhibits. Except where otherwise expressly provided for in this Agreement, any consent or approval required under this Agreement shall not be unreasonably withheld, delayed, or conditioned.

2. Agreement of Sale and Purchase. Subject to the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Property.

3. Earnest Money.

3.1. On or before 5:00 p.m. on the tenth business day after the Effective Date, Buyer shall deposit with the Escrow Agent (as set forth in the Key Provisions Summary) the Earnest Money (as set forth in the Key Provisions Summary). All sums paid by Buyer to Escrow Agent hereunder are included as part of the Earnest Money. Escrow Agent shall deposit the Earnest Money in a non -interest bearing account and shall hold, refund, disburse, and/or distribute, as the case may be, the Earnest Money in ac- cordance with the terms hereof.

3.2. Upon request from Escrow Agent, Seller and Buyer shall enter into such escrow agreement as Escrow Agent may reasonably request and shall jointly and severally hold Escrow Agent harmless with respect to the performance of its duties as Escrow Agent, except to the extent caused by the gross negligence or willful or wanton misconduct of Escrow Agent.

3.3. Escrow Agent Terms.

3.3.1. In the event of a default by Buyer under the terms of this Agreement leading to termination of this Agreement by Seller as provided in Section 12.1 below, or the termination of this Agreement by Seller in accordance with its terms, Escrow Agent is instructed to deliver the Earnest Money to Seller. In the event of a default by Seller under the terms of this Agreement as provided in Sec- tion 12.2 below, or the termination of this Agreement by Buyer in accordance with its terms, Escrow Agent is instructed to deliver the Earnest Money to Buyer. If the sale of the Property is closed, Escrow Agent is instructed to deliver the Earnest Money to Seller to be treated as a credit against the Purchase Price at Closing.

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3.3.2. The duties of the Escrow Agent are only as herein specifically provided and purely ministerial in nature and the Escrow Agent incurs no liability whatever except for gross negli- gence or willful or wanton misconduct. Seller and Buyer each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder. If Escrow Agent is also attorney for a party hereto, s ervice by the Escrow Agent as Escrow Agent does not disqualify it from repres enting such party in connection with the transactions provided for in this Agree- ment.

3.3.3. Any request for disbursement of the Earnest Money must be signed by Buyer and Seller; provided, however, that: (1) if either party terminates this Agreement in accordance with its terms, the non -terminating party’s joinder in a request for disbursement of the Earnest Money to the terminating party pursuant to such termination is not required and (2) if either party makes a written request for disbursement to Escrow Agent, with a copy to the other party, and the oth er party fails to object in writing within ten (10) business days, Escrow Agent is authorized to disburse the Earnest Money to the requesting party. In addition, Escrow Agent is authorized to disburse the Earnest Money in accordance with a court order.

3.3.4. In connection with this escrow, Buyer and Seller shall execute such ad- ditional agreements as Escrow Agent may reasonably request. If, at any time, there exist s any dispute or contradiction among the parties hereto with respect to the holding or disposition of the E arnest Money or funds for Closing, or if at any time Escrow Agent is unable to determine to Escrow Agent’s sole satisfaction the proper disposition of the E arnest Money or funds for Closing, or Escrow Agent’s proper actions with respect to its obligations hereunder, then Escrow Agent may, in its sole discretion, resign as Escrow Agent hereunder by delivery of written notice to all parties hereto, and upon such resignation, Escrow Agent shall pay the Earnest Money or funds for Closing and all interest, if any, earned thereon to (i) any court of com- petent jurisdiction for holding and disposition in accordance with the instructions of such court, or (ii) any successor escrow agent designated mutually among the parties hereto for holding and disposition in accord- ance herewith or any successor escrow agreement. Upon such resignation, Escrow Agent has no further obligations under this Agreement. Escrow Agent has no liability to any party hereto or any other person with respect to any such suspension of performance or disbursement into court or successor escrow agent, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the E arnest Money or funds for Closing, or any delay in or with respect to any other action required or requested of Escrow Agent. Buyer and Seller, jointly and sev- erally, shall reimburse Escrow Agent for all costs and expenses of any legal action or proceeding in con- nection with the Earnest Money, funds for Closing, or Escrow Agent ’s obligations hereunder, including reasonable attorneys’ fees and disbursements actually incurred, and shall indemnify, defend, and hold harm- less Escrow Agent from any and all claims, actions, liabilities, judgments, and costs (including reasonable attorneys’ fees actually incurred) incurred in connection with the escrow of the Earnest Money or funds for Closing. Escrow Agent is not liable for any loss of the Earnest Money or funds for Closing by (or as a result of failure of) the bank in which such funds are deposited. Escrow Agent may rely upon any instrument, not only as to its due execution, validity, and effectiveness, but also as to the truth and accuracy of any infor- mation contained therein, which appears to have been signed or presented by the person or party purporting to sign the same. Escrow Agent is not liable for incidental, indirect, special, consequential, or punitive damages.

3.4. Independent Consideration. The Earnest Money being delivered by Buyer in- cludes the amount of One Hundred No/100 Dollars ($100.00) as independent consideration for Seller’s performance under this Agreement (“Independent Consideration”), which shall be retained by Seller in all instances. If the Closing occurs or if this Agreement is terminated for any reason, then Escrow Holder shall first disburse to Seller from the Earnest Money, the Independent Consideration. The Independent Consideration shall be nonrefundable under all circumstances and shall not be applied to the Purchase Price EXHIBIT 2
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at Closing. The Independent Consideration, plus Buyer’s agreement to pay the costs provided in this Agree- ment, has been bargained for as consideration for Seller’s execution and delivery of this Agreement and for Buyer’s review, inspection and termination rights during the Inspection Period, and such consideration is adequate for all purposes under any applicable law or judicial decision.

4. Purchase Price.

The Purchase Price for the Property (as adjusted by the terms of this Agreement) is payable as follows: (i) Escrow Agent will deliver the Earnest Money to Seller at Closing (as defined in Section 11) and (ii) Buyer shall pay the balance of the Purchase Price to Seller (or Escrow Agent) at Closing by wired funds.

Seller shall provide wire instructions to Escrow Agent prior to Closing. The Purchase Price will not be adjusted if the number of acres contained in the boundaries of the Property or the square footage of any improvements at the Property is later shown to be more or less than the number of acres or square footage as set forth in the Key Provisions Summary or any of the Due Diligence Documents (as defined in Section 14).

5. Costs and Pro-Rations at Closing.

5.1. Transfer Taxes, Recording Fees and Other Fees. Seller shall pay the cost to pre- pare the Deed from Seller, and the cost of recording all documents necessary to correct or remove defects in or encumbrances upon Seller ’s title to the Property (if applicable). Buyer shall pay the cost of any title examination fees or other due diligence costs (including but not limited to any survey obtained by Buyer), the cost of any title insurance obtained by Buyer, the cost of preparing and/or recording all documents to be recorded other than those referred to in the preceding sentence, all escrow fees, and any other costs related to the Closing. Each party shall pay its own attorney ’s fees. Buyer hereby represents to Seller that the sale of the Property by Seller to Buyer is exempt from documentary transfer taxes.

5.2. Taxes. Ad valorem taxes and assessments (“Taxes”) assessed against the Property for the year in which Closing occurs will be pro-rated on a calendar year or fiscal year basis, as applicable, as of the day of Closing, with Seller charged at Closing for the portion of such Taxes for the year in which Closing occurs that are outstanding and attributable to the period prior to the Closing Date (and with Seller credited at Closing for the portion of Taxes for the year in which Closing occurs that were paid by Seller prior to Closing and are attributable to the period on or after the Closing Date) . If tax bills/notices/assess- ments have not yet been issued for the current calendar or fiscal year as of Closing, such taxes charged to (or credited to) Seller at Closing shall be pro-rated at Closing based upon the most recent tax bill /notice/ assessment available as of the Closing Date, which shall be deemed conclusive between Seller and Buyer for all purposes. Buyer hereby represents to Seller that Buyer is not required to pay Taxes on real property it owns in the City of Stockton; as such, Buyer shall not be charged at Closing for any Taxes assessed against the Property for the year in which Closing occurs attributable to the period on and after the Closing Date.

5.3. Utilities. If any utility services are presently being provided to the Property, Seller will pay for such services through the Closing Date, but thereafter any such services in the name of Seller will be terminated. Notwithstanding the foregoing, Buyer shall transfer all utility services at the Property to Buyer as of the Closing Date. If Buyer fails to so transfer the utility services, Buyer shall indemnify, hold harmless, pay, and reimburse Seller, its agents, employees, and contractors, from, for, and against any and all suits, actions, claims, costs, fees, sums, amounts, losses, causes of action, damages, liabilities, and ex- penses (including reasonable attorneys ’ fees, court costs, and alternative dispute resolution expenses) caused in whole or in part or arising directly or indirectly out of Buyer’s failure to so transfer such utilities.

The foregoing indemnification obligations of Buyer survive Closing. Notwithstanding the foregoing, in the event Buyer and Seller enter into the Lease (as defined in Section 8 below ) at Closing, Buyer shall EXHIBIT 2
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transfer all utility services at the Property to Buyer upon the expiration of the decommissioning period under the Lease, instead of as of the Closing Date.

6. Conveyance of Title.

6.1. Deed. Seller shall convey title to the Property to Buyer by grant deed in the form attached hereto as Exhibit C (the “Deed”), subject to Taxes for the year of Closing which will be pro-rated between the parties at Closing as provided in Section 5.2 above, subject to the Lease, and subject to matters of survey, easements, encumbrances, restrictions, and any other matters of record, other than defects and encumbrances to be removed, corrected and/or satisfied in accordance with Section 7 below. Seller shall not cause or permit any other defects in or liens, encumbrances , or limitations upon Seller ’s title to the Property to arise from and after the Effective Date ; provided, however, that Seller has no obligation to remove “Fieri Facias” which are not specific to the Property and/or for which Seller is but a garnishee.

6.2. Legal Description. Seller shall convey the Property by the Deed using the historic legal description of the Property that is of record. If requested by Buyer, and at Buyer’s expense, Seller also shall convey the Property by a quit-claim (non-warranty) deed using the legal description taken from a current and accurate survey of the Property obtained by Buyer at Buyer ’s expense from a registered land surveyor.

7. Inspection Period.

7.1. Inspection of Seller’s Title. Buyer may during the Title Period examine Seller’s title to the Property and notify Seller of any defects in or encumbrances upon Seller ’s title to the Property (the “Objections”). Seller may, but is not obligated to, remove, correct, and/or satisfy any Objections. If Buyer fails to notify Seller of any Objections prior to 5:00 p.m. on the last day of the Title Period (the “Title Notice Deadline”), then Buyer is deemed to have waived any Objections and to have accepted Seller’s title to the Property. If Buyer notifies Seller of any Objections prior to the Title Notice Deadline (“Buyer’s Objections Notice”), Seller shall notify Buyer within ten (10) business days after receipt of Buyer’s Ob- jections Notice (“Seller’s Response Period ”) whether or not Seller will seek to remove, correct, and/ or satisfy the Objections (“Seller’s Objections Response”). If Seller fails to notify Buyer of Seller’s Objec- tions Response within Seller’s Response Period, then Seller is deemed to have elected not to seek to remove, correct, and/or satisfy any Objections. If Seller’s Objections Response indicates that Seller will not seek to remove, correct, and/or satisfy all Objections set forth in Buyer’s Objections Notice, or if Seller fails to notify Buyer of Seller’s Objections Response within Seller’s Response Period, then Buyer may either (i) waive the Objections set forth in Buyer ’s Objections Notice and proceed with Closing or (ii) terminate this Agreement by giving written notice thereof to Seller not later than five (5) business days after the earlier of (A) Buyer’s receipt of Seller ’s Objections Response if Seller sent a Seller ’s Objections Response or (B) Seller’s Response Period if Seller failed to notify Buyer of Seller’s Objections Response within Seller’s Response Period. If Buyer fails to so terminate this Agreement, Buyer is deemed to have waived all Objec- tions and to have accepted Seller’s title to the Property. If there remain at Closing any Objections that Buyer included in Buyer ’s Objections Notice for which Seller affirmatively agreed to seek to remove, correct, and/or satisfy in Seller ’s Objections Response, then Buyer may elect to: (1) consummate the transaction contemplated hereby without regard to such Objections (in which event, the Purchase Price shall not be adjusted because of such Objections) or (2) terminate this Agreement at Closing (in which case the Earnest Money shall be refunded promptly to Buyer).

7.2. Inspection of the Property . Buyer may during the Inspection Period determine whether the Property is suitable for Buyer’s intended development and/or use thereof. Subject to the limi- tations set forth in this Section and the requirements set forth in Section 7.3 below, Buyer, its agents, em- ployees, and contractors, may access the Property for the purpose of making inspections, surveys, soil and EXHIBIT 2
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drainage tests, and generally collecting information deemed necessary by Buyer to make its determination as to the suitability of the Property for Buyer ’s intended development and/or use, all at Buyer ’s sole cost and expense. Within five (5) business days after the Effective Date, Seller shall deliver copies of the docu- ments listed on Exhibit D attached hereto. If Buyer desires to enter upon the Property (or have a repre- sentative of or consultant for Buyer enter upon the Property), Buyer shall give Seller five (5) business days’ prior notice of the time of such proposed entry , specifying the purpose of such proposed entry, and Seller (or its representative) is entitled to be present during such entry. At Seller’s request, Buyer shall furnish Seller a copy of any “Phase I” or other report concerning the Property obtained by Buyer during the course of its due diligence efforts. In addition, Buyer shall not conduct any invasive testing of the Property (e.g., a Phase II environmental assessment, geotechnical borings, etc.) without the prior written consent of Seller (which consent may be withheld in Seller’s sole discretion without considering the interests of Buyer ). In connection with any such request for consent, Buyer shall furnish to Seller a detailed description of the contemplated testing or sampling work, including a site map indicating the location of the proposed testing or sampling. The parties shall, prior to any invasive environmental/hazardous substance testing, enter into a separate access agreement governing such invasive testing. Buyer shall conduct such testing/sampling in such a way as to minimize interference with the business operations of Seller and other occupants, if any, at the Property. Buyer shall furnish to Seller copies of all invasive testing/sampling reports and shall keep such reports confidential unless disclosure is required by applicable law. Notwithstanding anything set forth in this Section to the contrary, if Seller is still open for business at the Property Buyer may not access the vault, safe deposit area, behind the teller counter, or any other secured area of the Property without the prior written consent of Seller and in the company of a Seller representative (which consent may be withheld in Seller’s sole discretion without conside ring the interests of Buyer or any third -party). Buyer shall repair any damage to the Property caused by Buyer’s entry or testing and restore the Property to its condition prior to such testing, at Buyer’s sole cost and expense. Until restoration is complete, Buyer shall take commer- cially reasonable steps to cause any conditions on the Property created by Buyer’s testing to not interfere with the normal operation of the Property, Seller’s business operations, or create any dangerous conditions on the Property. The foregoing covenant shall survive any termination of this Agreement. If Buyer delivers written notice to Seller on or before 5:00 p.m. on the last day of the Inspection Period (the “Inspection Period Deadline”) that the Property is not suitable for Buyer ’s intended development and/or use thereof, then the Earnest Money will be returned promptly to Buyer and this Agreement is deemed terminated. If Buyer does not deliver such written notice prior to the Inspection Period Deadline, or if Buyer notifies Seller prior to the Inspection Period Deadline that the Property is suitable for Buyer’s intended development and/or use, then this Agreement continues to be effective and binding upon the parties, the conditions set forth in this Section 7.2 are deemed to have been satisfied, and the Earnest Money is non-refundable to Buyer (except in the event of Seller ’s default hereunder (but such Earnest Money shall be applied against the Purchase Price)).

7.3. Insurance Requirements. Buyer hereby represents to Seller that Buyer’s self-in- surance with respect to Commercial General Liability insurance, Commercial Auto Liability insurance and Workers’ Compensation insurance, and Seller’s protection thereunder, is as set forth in Exhibit F attached hereto. Prior to any contractor or consultant of Buyer entering the Property, Buyer shall deliver to Seller a certificate of insurance from the applicable contractor or consultant of Buyer entering the Property naming Seller as an additional insured and evidencing not less than the following insurance coverage: (i) Commer- cial General Liability insurance with limits of liability not less than $ 3,000,000 per occurrence; (ii) Com- mercial Auto Liability insurance with combined single limits of liability not less than $1,000,000; and (iii) Workers’ Compensation insurance in accordance with applicable statutory requirements.

7.4. Indemnity. Buyer shall indemnify, hold harmless, pay, and reimburse Seller, its agents, employees, and contractors, from, for, and against any and all suits, actions, claims, costs, fees, sums, amounts, losses, causes of action, damages, liabilities, and expenses (including reasonable attorneys’ fees, court costs, and alternative dispute resolution expenses) caused or arising out of Buyer or its agents, EXHIBIT 2
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employees, consultants or contractors entering upon the Property prior to Closing , except to the extent caused by Seller’s gross negligence or willful misconduct. The foregoing indemnification obligations of Buyer survive the expiration or earlier termination of this Agreement as well as Closing.

8. Lease; No Seller Financing. At Closing, Buyer and Seller enter into a l ease for Seller’s continued use and occupancy of portions of the Property (such portions collectively, the “Leaseback Prem- ises”) in the form attached hereto as Exhibit E (the “Lease”). Buyer represents that it shall not be obtaining financing from Seller or any entity that controls, is controlled by or is under common control with Seller of all or any portion of the Purchase Price to be secured by the Property at Closing . Execution of the Lease and no Seller financing of the Purchase Price or any portion thereof are conditions precedent to Closing for the benefit of Seller and to Seller’s obligation to sell the Property to Buyer. Notwithstanding the foregoing, in the event that Seller, in its sole and absolute discretion, determines prior to Closing that Seller does not need to lease the Leaseback Premises post-Closing, Seller shall notify Buyer thereof (endeavoring to do so not later than fifteen (15) days prior to the Closing Date), in which event execution of the Lease shall no longer be a condition precedent to Closing.

9. Condemnation or Casualty Pending Closing. Buyer shall be bound to purchase the Prop- erty for the full Purchase Price as required by the terms hereof, without regard to the occurrence or effect of any damage or destruction of any improvements on the Property or any condemnation of any portion of the Property that occurs prior to Closing. Seller shall have no obligation to repair or replace any damage or destruction, deliver to Buyer or credit Buyer for any insurance proceeds, or pay any deductibles or credit Buyer therefor. In the event of any condemnation of any portion of the Property, at Closing Buyer shall be credited against the Purchase Price the amount of any condemnation awards collected by Seller.

10. Condition of Property. Buyer has the right and has ample opportunity to fully inspect the Property and if Buyer proceeds with the Closing Buyer purchases the Property wholly in “AS IS ”, “WHERE IS” condition, with all faults, and without warranty or representation by Seller whatsoever, ex- press, implied, or statutory, pertaining to the Property including the condition thereof or the suitability or fitness thereof for any particular use or purpose, the merchantability thereof or of any improvement thereon, the value or dimensions th ereof, or any other matter with respect to the Property or the improvements thereon. Notwithstanding anything set forth herein to the contrary, to the extent Seller has not already done so prior to the Closing, Seller shall, prior to the later of the expiration of the License Period (as defined in Section 11.2 below) or the expiration of the decommissioning period under the Lease, remove from the Property the items expressly designated for removal on the decommission scope attached hereto as Exhibit G (the “Decommission Scope”). For the avoidance of doubt, other than the items expressly designated for removal from the Property on the Decommission Scope, Seller shall have no obligation to remove from the Property at any time any alterations, improvements, trade fixtures, machinery, appliances, equipment, fur- niture, personal property, safe deposit boxes, under counter steel , vaults, vault doors, cabling or wiring, signs, signage structures, signage panels , telephone equipment, security systems and equipment, o r any other items, including without limitation, the items designated to remain at the Property on the Decommis- sion Scope. In addition, and n otwithstanding anything set forth in this Agreement to the contrary, in no event shall any ATM (including any currency, checks, stamps, transaction records, or other contents located therein) or any proprietary or confidential items (e.g., disks, computers, hard drives, etc.) (collectively, “Banking Equipment”) be transferred to Buyer at Closing and all such Banking Equipment shall remain the property of Seller. If any Banking Equipment remains on the Property after the later of the expiration of the License Period or the expiration of the decommissioning period under the Lease, Buyer shall notify Seller thereof and Seller shall have a period of not less than thirty (30) days after receipt of such notice to remove such Banking Equipment from the Property.

For the foregoing purposes, Buyer hereby specifically waives the provisions of Section 1542 of the Cali- fornia Civil Code and any similar law of any other state, territory or jurisdiction. Section 1542 provides:

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“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FA VOR AT THE TIME OF EXECUTING THE

RELEASE, AND THAT, IF KNOWN BY HIM OR HER WOULD HA VE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY .”

BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY

REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT. _________________
Buyer

11. Closing.

11.1. Closing Date. The Closing (the “Closing”) of the acquisition will occur, if at all, at the offices of Escrow Agent. The date of Closing is the Closing Date set forth in the Key Provisions Summary.

11.2. Possession: Post-Closing License. Unless otherwise agreed, Seller shall deliver possession of the Property at Closing, subject to Seller’s continued possession under the Lease and Seller’s rights under this Section 11.2. Buyer hereby grants Seller a license, for a period of forty-five (45) days after the Closing occurs (the “ License Period”), to access areas of the Property as necessary in order for Seller (at its cost) to accomplish removal and decommissioning activities as contemplated in Section 10 above.

11.3. Closing Documents. Seller shall execute and deliver to Escrow Agent at Closing the Deed, a customary owner’s affidavit with respect to the Property, an affidavit evidencing Seller’s non- foreign status for federal tax purposes, and the Lease. Buyer shall execute and delivery to Escrow Agent at Closing the Lease. At or prior to Closing, each party shall deliver to Escrow Agent such other documents reasonably required by the other party or Escrow Agent to establish the authority of such party to enter into and close the transactions contemplated hereby and to complete and evidence the acquisition of the Property contemplated hereby, including, without limitation, a closing statement and such other documents as are reasonably necessary or appropriate to satisfy applicable federal requirements for the reporting of real estate transactions.

12. Breach, Termination, and Expiration.

12.1. Breach by Buyer. Notwithstanding anything to the contrary contained herein , if Buyer fails or refuses to close when required to do so, or is otherwise in breach of this Agreement, and fails to cure either of such breaches within ten (10) days of receipt of written notice of a breach from Seller, then the Earnest Money will be promptly paid over to Seller as full liquidated damages for Buyer ’s failure or refusal to close in accordance with the terms of this Agreement , or for Buyer’s other breach, as the case may be. The parties acknowledge the difficulty of ascertaining Seller’s damages in such a circumstance and agree that the amount of the Earnest Money represents a reasonable and mutual attempt by Buyer and Seller to anticipate the consequence to Seller of Buyer ’s breach. Upon the implementation of this Section 12.1, and except for obligations that survive the expiration or earlier termination of this Agreement, this Agree- ment is deemed terminated and neither party has any rights hereunder to specific performance or to damages EXHIBIT 2
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other than liquidated damages as provided in this Section 12.1 for Buyer’s failure or refusal to close, or for Buyer’s other breach of this Agreement, as the case may be.

12.2. Breach by Seller. Notwithstanding anything to the contrary contained herein, if Seller fails or refuses to close when required to do so, or is otherwise in breach of this Agreement, and fails to cure either of such breaches within ten (10) days of receipt of written notice of a breach from Buyer, then the Earnest Money, plus an amount equal to the amount of the Earnest Money (collectively, “Seller’s De- fault Payment”), will be promptly paid to Buyer as full liquidated damages for Seller ’s failure or refusal to close in accor dance with the terms of this Agreement or for Seller’s other breach , as the case may be .

The parties acknowledge the difficulty of ascertaining Buyer ’s damages in such a circumstance and agree that the amount of Seller’s Default Payment represents a reasonable and mutual attempt by Seller and Buyer to anticipate the consequence to Buyer of Seller ’s breach. Upon the implementation of this Section 12.2, and except for obligations that survive the expiration or earlier termination of this Agreement, this Agree- ment is deemed terminated and neither party has any rights hereunder to specific performance or to damages other than liquidated damages as provided in this Section 12.2 for Seller’s failure or refusal to close, or for Seller’s other breach, as the case may be.

13. Cancellation of Record of Buyer ’s Rights. If this Agreement expires or is terminated prior to Closing, Buyer’s rights and interests in and to the Property are deemed void; provided, however, that Buyer shall, upon request of Seller, execute and deliver to Seller a quit-claim deed releasing the Prop- erty from any right or interest of Buyer.

14. Confidentiality. All documents, records, and materials provided to or made available to Buyer hereunder, including the documents listed on Exhibit D attached hereto (collectively, the “Due Dili- gence Documents”) are confidential and Buyer shall not distribute or disclose them to any person or entity other than to (i) Buyer’s directors, officers, employees, and partners, (ii) those brokers, consultants, lenders, or other third parties working with Buyer in connection with this Agreement that need to know such infor- mation for the purpose of consummating Closing, and (iii) members of the public to the extent required for Buyer to comply with its obligations under California’s Public Records Act (California Government Code Section 7920.000 et seq.). If Buyer receives a subpoena or other request to disclose this Agreement or any such documents, records or materials under California’s Public Records Act, Buyer shall promptly notify Seller thereof in order to permit Seller the opportunity to seek a protective order or take any other appro- priate action to prevent disclosure of this Agreement or such documents, records or materials. If the trans- action evidenced hereby fails to close, Buyer shall return to Seller all copies of the Due Diligence Docu- ments that Seller or its agents delivered to Buyer. THE FURNISHING OF ANY MATERIALS, DOCU-

MENTS, REPORTS, OR AGREEMENTS DESCRIBED ABOVE IS NOT TO BE INTERPRETED

IN ANY MANNER AS A REPRESENTATION OR WARRANTY OF ANY TYPE OR KIND BY

SELLER OR ANY SHAREHOLDER , PARTNER, AGENT, OFFICER, DIRECTOR, OR EM-

PLOYEE OF SELLER OR ANY OTHER PARTY RELATED IN ANY WAY TO ANY OF THE FOREGOING. The confidentiality obligations of Buyer survive the expiration or earlier termination of this Agreement.

15. Assignment. Buyer shall not assign Buyer’s rights under this Agreement without Seller’s prior written consent, which may be withheld by Seller in its sole and absolute discretion (it being under- stood that Seller is entering into this transaction in part because of Buyer’s and/or Buyer’s principals’ spe- cific experience and creditworthiness).

16. Notices.

16.1. Written Notice; Delivery Methods. Each party giving or making any notice, re- quest, demand, consent, approval, or other communication (each, a “Notice” (but sometimes “notice”)) EXHIBIT 2
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pursuant to this Agreement shall: (i) give the Notice in writing; (ii) cause the Notice to be signed by an authorized representative of the sending party (the sending party’s attorney is authorized to sign and send a Notice on behalf of the sending party); and (iii) use one of the following methods of delivery, each of which for purposes of this Agreement is a writing: (a) personal delivery; (b) Certified Mail, return receipt re- quested, with postage paid; (c) nationally recognized overnight courier, with all fees paid; or (d) email (but only if a party’s email address is included in its notice address in the Key Provisions Summary or is other- wise provided to the other party by a Notice).

16.2. Addresses. Each party giving a Notice shall address the Notice to the appropriate person at the receiving party (the “Addressee”) at the address(es) listed in the Notice Addresses section of the Key Provisions Summary or to another Addressee or at another address as designated by a party in a Notice pursuant to this Section 16.

16.3. Effectiveness of a Notice. Except as provided elsewhere in this Agreement, a No- tice is effective only if (i) the party giving the Notice has complied with the two subsections set forth above and (ii) the Notice is deemed to have been received by the Addressee. A Notice is deemed to have been received by the Addressee as follows: (a) if a Notice is delivered in person, sent by Certified Mail, or sent by nationally recognized overnight courier: on the earlier of the date of delivery or the date the Notice is available for pickup, all as evidenced by the records of the delivering person or entity; (b) if a Notice is sent by email: on the date the email Notice is sent to the Addressee ’s email address; and (c) if the Addressee rejects or otherwise refuses to accept the Notice (e.g., if the Addressee does not pick up the Notice timely), or if the Notice cannot be delivered because of a change in address for which no Notice was given: upon the rejection, refusal, or inability to deliver the Notice, which shall be de emed to be the date of rejection, refusal, inability to deliver, or availability for pickup, all as evidenced by the records of the delivering person or entity. If a Notice is sent by email, the party sending the Notice also must send, unless such requirement is waived in a return email from the receiving party, a confirmation copy of the Notice by one of the other methods in the first subsection set forth above within three (3) business days after the send date of the email, but the lack of delivery of such other Notice does not negate the email Notice.

16.4. Delivery Time of Notice. Notwithstanding the foregoing, if any Notice is received after 5:00 p.m. on a Business Day where the Addressee is located, or on a day that is not a Business Day where the Addressee is located, then the Notice is deemed received at 9:00 a.m. on the next Business Day where the Addressee is located.

17. Brokers. Each party represents to the other that it has had no dealings with any real estate broker, agent, or finder in connection with the negotiation of this Agreement other than the Brokers and that it knows of no real estate broker or agent entitled to any commission or finder’s fee in connection with this Agreement other than the Brokers. Seller shall pay to Seller’s Broker a commission fee pursuant to a sepa- rate written agreement between Seller and Seller’s Broker. Seller’s Broker shall be responsible for paying any commission or finder’s fee due to Buyer’s Broker in connection with this A greement pursuant to a separate agreement between Seller’s Broker and Buyer’s Broker. Each party shall indemnify and hold harmless the other party from and against any and all claims, demands, losses, liabilities, lawsuits, judg- ments, costs, and expenses (including attorneys’ fees and costs) with respect to any leasing commission, finder’s fee, or equivalent compensation alleged to be owing on account of the indemnifying party ’s deal- ings with any real estate broker, agent , or finder. The provisions of this Section 17 survive Closing or the earlier termination of this Agreement.

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18. Additional Terms.

18.1. Successors or Assigns. The terms, conditions, covenants, and agreements of this Agreement extend to and are binding upon Seller, Buyer, and their respective heirs, administrators, execu- tors, legal representatives, and permitted successors and assigns, if any.

18.2. Severability. If any provision of this Agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforce- able (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this Section 18.2, the rest of this Agreement is to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable.

18.3. Waiver. The parties may waive any provision of this Agreement only by a writing executed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy or in requiring the satisfaction of any condit ion under this Agreement, and no act, omission, or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver once given is not to be construed as a waiver on any future occasion or against any other person or entity.

18.4. Amendment. The parties may amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement.

18.5. Headings & Interpretation. The descriptive headings/captions of the sections and subsections of this Agreement are for convenience only, do not constitute a part of this Agreement, and do not affect this Agreement’s construction or interpretation. Whenever used in this Agreement: (i) the words “herein”, “hereof”, and similar words refer to this Agreement in its entirety and not solely to any specific sentence, paragraph, or section; (ii) the words “include,” “includes,” and “including” mean considered as part of a larger group, incorporate “without limitation”, and are not limited to the items recited (it being the intention of the parties that each hereby waives the benefits of Section 3534 of the California Civil Code); (iii) the word “shall” means “is obligated to”; (iv) the word “may” means “is permitted to, but is not obli- gated to”; and (v) unless otherwise noted reference to a specific Section or Exhibit is a reference to a Section or Exhibit in this Agreement.

18.6. Choice of Law. The laws of the state, commonwealth, or jurisdiction where the Property is located (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including its interpretation, construction, performance, and enforcement.

18.7. Authority to Execute . Each party represents to the other party that this Agree- ment: (i) resulted from an arm’s-length negotiation; (ii) has been duly authorized, executed, and delivered by and on behalf of such party; and (iii) constitutes the valid, binding, and enforceable agreement of such party in accordance with the terms of this Agreement. In addition, Seller represents to Buyer that Seller has the full right, power, and authority to enter into this Agreement without the necessity of obtaining any third party approval (other than those already obtained by Seller) and that the terms of this Agreement do not violate any agreement, loan, condition, covenant, restriction, exclusive, or any other agreement or provi- sions which existed prior to the date of this Agreement.

18.8. No Construction Against Drafting Party . Seller and Buyer acknowledge that each of them and their respective counsel have had an opportunity to review this Agreement and that this EXHIBIT 2
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Agreement will not be construed for or against either party merely because such party prepared or drafted this Agreement or any particular provision thereof.

18.9. Counterparts & Digital Signatures. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of all parties need not appear on the same counterpart. This Agreement is valid, binding, and enforceable against a party only when executed by an authorized individual on behalf of a party by means of (i) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature has for all purposes the same validity, legal effect, and admissibility in evidence as an original manual signature. This Agreement is effective upon delivery of one executed counterpart from each party to the other party(ies) In proving this Agreement, a party must produce or account only for the exe- cuted counterpart of the party to be charged.

18.10. Damages. Notwithstanding anything set forth in this Agreement to the contrary, neither party is liable to the other for any special, indirect, punitive, or consequential damages.

18.11. Time of the Essence. Time is of the essence in this Agreement.

18.12. Business Days. “Business Day” (or “business day”) means, as to any party, any day that is not a Saturday, Sunday, or other day on which national banks are authorized or required to close in the state, commonwealth, or jurisdiction where the Property is located (“Bank Holiday”). To compute a time period under this Agreement when the period is stated in days or a longer unit of time: (i) exclude the day of the event that triggers the period; (ii) count every day, including intermediate Saturdays, Sundays, and Bank Holidays; and (iii) include the last day of the period, but if the last day is a Saturday, Sunday, or Bank Holiday, the period continues to run until the end of the next day that is not a Saturday, Sunday, or Bank Holiday.

18.13. Attorneys’ Fees. In the event of any litigation related to this Agreement, whether to enforce its terms, recover for default, or otherwise, if either party receives a judgment, settlement, or award in its favor (the “Receiving Party”) against the other party (the “Paying Party”) in such litigation, the Paying Party will pay upon demand all of the Receiving Party’s costs, charges, and expenses (including reasonable attorneys’ fees, court costs, and expert witness fees) arising out of such litigation (including the costs of any appeal related thereto); provided, however, that if prior to commencement of a trial in the litigation the Paying Party offers to pay an amount equal to or in excess of such judgment, settlement, or award, the Receiving Party is not entitled to any such costs, charges, or expenses.

18.14. Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person or legal entity other than the signatories.

18.15. Effective Date. If Buyer or Seller signs this Agreement but fails to date its signa- ture then the date that the second party to sign receives the other party’s undated signature will be deemed to be the date of the undated signature and the second party to sign may inscribe such date as the date associated with the undated signature; provided, however, that if only one of Buyer or Seller dates its sig- nature below, then such date is deemed to be the Effective Date of this Agreement.

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18.16. Anti-Money Laundering, Sanctions, and Anti-Corruption.

18.16.1. “AML Laws” means all U.S. anti-money laundering laws that criminal- ize money laundering or any predicate crimes to money laundering. “Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act and any similar applicable statute, rule, or regulation relating to bribery or corruption. “Sanctions” means any economic, trade, or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes, or anti-terrorism laws imposed from time to time by the United States govern- ment including but not l imited to those administered or enforced by the U.S. Department of Treasury ’s Office of Foreign Assets Control. Each party represents to the other party that it is not a target of Sanctions and will not directly or indirectly transfer any of its interest in the Agreement to a target of Sanctions. At all times during the term of th is Agreement each party shall not violate applicable Sanctions, AML Laws, or Anti-Corruption Laws to the extent that such violation results in it being unlawful for the non -violating party to transact business under the Agreement with the violating party. If a violation occurs that results in it being unlawful for the non -violating party to transact business under the Agreement with the violating party, the non-violating party may suspend, upon written notice thereof to the violating party, any monetary obligations under the Agreement until such time as the violating party is no longer in violation. In addition, if such violation is not cured promptly, the non -violating party may ter minate the Agreement upon prior written notice thereof to the violating party.

18.16.2. “Sanctions Info” means (i) full legal name, (ii) TIN/SSN for an entity or individual, as applicable, that is a party to the Agreement, and (iii) full current business street address. “Entity Signatory” (collectively, “Entity Signatories”) means an entity that executes this Agreement di- rectly or indirectly for an entity party. Buyer shall, prior to execution of this Agreement, deliver to Seller a notice setting forth Sanctions Info for all entities and individuals that are a party to the Agreement and for all Entity Signatories (e.g., if the entity executing this Agreement is John Smith LLC (the entity party) by Peter Jones LLC, its sole manager (the Entity Signatory), by Jack Miller, its sole manager, then the notice must include Sanctions Info for John Smith LLC and for Peter Jones LLC, but not for Jack Miller). There- after, each party shall, within five (5) business days after receipt of written notice thereof from the other party, deliver to the requesting party a notice setting forth the Sanctions Info (se e example above) for all entities and individuals that are a party to the Agreement and for all Entity Signatories.

18.17. Tax-Free Exchange. Each party has informed the other that it may desire to have this transaction constitute a tax-free exchange of properties utilizing the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended. Each party agrees to cooperate with the other party to effec- tuate and facilitate such an exchange, provided that: (a) the exchange does not delay Closing under this Agreement, (b) the non-exchanging party does not incur any additional liability or expense (other than nominal legal fees for reviewing any exchange documentation) as a result of its cooperation, and (c) the non-exchanging party is not required to enter into any contract to purchase any other property, or take title to any property other than the Property. In particular, Buyer may, upon at least ten (10) business days’ prior written notice thereof to Seller, assign its rights under this Agreement prior to Closing to a “Qualified In- termediary,” as that term is defined in applicable Treasury Regulations.

18.18. Natural Hazard Disclosure . Seller has commissioned an affiliate of Escrow Agent to prepare a natural hazard disclosure statement (the “Natural Hazard Disclosure”), including the matters required by that certain Article 1.7 of the California Civil Code (currently Section 1103 through 1103.14). Buyer acknowledges that the Natural Hazard Disclosure shall serve to satisfy any and all disclo- sure requirements relating to the matters referenced in the Natural Hazard Disclosure. Seller does not war- rant or represent either the accuracy or completeness of the information in the Natural Hazard Disclosure, and Buyer shall use the same merely as a part of its overall investigation of the Property.

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19. Omitted.

20. Offer and Acceptance; Binding Effect. This Agreement, as executed by the first party to execute this Agreement (the “Offeror”), constitutes an offer to the other party to execute this Agreement (the “Offeree”). “First Party Signature Date” means the date the Offeror signs this Agreement as shown on the signature page (s) attached hereto. The Offeree may accept the offer, if at all, by delivering to the Offeror one (1) fully executed original or counterpart of this Agreement on or before 5:00 p.m. on the Ac- ceptance Date. Notwithstanding the notic e provisions of this Agreement, acceptance of the offer will be effective only upon the actual receipt by the Offeror of the above executed original or counterpart. The above offer, if not timely accepted as provided above, is void as of the date and time set forth above.

21. Merger/Prior Agreements . THIS AGREEMENT CONSTITUTES THE FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREOF. IT IS THE COMPLETE AND EXCLUSIVE EXPRESSION OF THE PARTIES ’ AGREEMENT ON THE MATTERS CONTAINED IN THIS AGREEMENT. ALL PRIOR AND CONTEMPORANE-

OUS NEGOTIATIONS AND AGREEMENTS BETWEEN THE PARTIES ON THE MATTERS

CONTAINED IN THIS AGREEMENT ARE EXPRESSLY MERGED INTO AND SUPERSEDED BY THIS AGREEMENT. THE PROVISIONS OF TH IS AGREEMENT MAY NOT BE EX-

PLAINED, SUPPLEMENTED, OR QUALIFIED THROUGH EVIDENCE OF TRADE USAGE OR A PRIOR COURSE OF DEALINGS. IN ENTERING INTO THIS AGREEMENT, THE PARTIES

HA VE NOT RELIED UPON ANY STATEMENT, REPRESENTATION, OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR THOSE EXPRESSLY CONTAINED IN THIS AGREEMENT.

THERE IS NO CONDITION PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT OTHER THAN THOSE EXPRESSLY STATED IN THIS AGREEMENT.

22. Waiver of Jury Trial . TO THE EXTENT PERMITTED BY APPLICABLE LAW,

EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT

TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS IT CONTEMPLATES.

THIS WAIVER APPLIES TO ANY ACTION OR OTHER LEGAL PROCEEDING, WHETHER SOUNDING IN CO NTRACT, TORT, OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT COUNSEL.
[Remainder of Page Left Blank Intentionally –
Signatures on Following Page(s)]
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The parties hereby execute this Agreement as of the dates set forth below.

Seller:

WELLS FARGO BANK, N.A.,
a national banking association
By:

Print Name:

Title:

Date:

By:

Print Name:

Title:

Date:

Buyer:

CITY OF STOCKTON,
a municipal corporation
By:

Print Name:

Title:

Date:

Escrow Agent:

FIRST AMERICAN TITLE INSURANCE

COMPANY
By:

Print Name:

Title:

Date:

EDOCS-#25509278-v2-WF_as_Seller_-_Sale_Agr_2023-09-30_(Final).docx EXHIBIT 2
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EXHIBIT A

LEGAL DESCRIPTION
EXHIBIT 2
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EXHIBIT B

SITE PLAN OR SURVEY
EXHIBIT 2
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EXHIBIT C

FORM OF DEED

RECORDING REQUESTED BY

AND WHEN RECORDED, RETURN TO AND
MAIL ANY TAX STATEMENTS TO:

City of Stockton
400 East Main Street, 4th Floor
Stockton, CA 95202
Attn: Carrie Wright
Director of Economic Development
___________________________________________________________________________ EXEMPT FROM BUILDING HOMES AND JOBS ACTS FEE PER GOVERNMENT CODE 27388.1(a)(2) APN: 139-080-030
303 North El Dorado Street
Stockton, CA 95202

THE UNDERSIGNED GRANTOR DECLARES
DOCUMENTARY TRANSFER TAX is Exempt; City Transfer Tax is Exempt This conveyance is exempt from Documentary Transfer Tax pursuant to Section 11922 of the California Revenue and Taxation Code

GRANT DEED
FOR V ALUE RECEIVED, WELLS FARGO BANK, N.A., a national banking association, succes- sor by dissolution to A TC Building Company, a California corporation (“Grantor”), grants to ______________________, a ______________________ (“ Grantee”), all that certain real property lo- cated in the City of Stockton, County of San Joaquin , State of California, more particularly described in Exhibit A attached hereto and incorporated herein by reference thereto (the “Property”). This conveyance is made and accepted subject to non-delinquent taxes and assessments and all matters which appear in the public record as of the date hereof, including those shown on any recorded plat or survey, or that would be revealed by a current/accurate survey or physical inspection of the Property.

This Grant Deed may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. [SIGNATURES ON FOLLOWING PAGE]
EXHIBIT 2
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IN WITNESS WHEREOF, Grantor has executed this Grant Deed effective as of th e ______ day of ________________, 202_.

GRANTOR: WELLS FARGO BANK, N.A.,
a national banking association,
successor by dissolution to ATC Building Company,
a California corporation
By:

Name:

Title:

By:

Name:

Title:

EXHIBIT 2
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
)
County of )
On _____________________, 20____ before me, _____________________________________, Notary Public, personally appeared ________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capac- ity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
______________________________ (Seal)
(Signature)
EXHIBIT 2
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Exhibit A to Grant Deed
Legal Description of Property
The land referred to herein is situated in the City of Stockton, County of San Joaquin, State of California and is described as follows:

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EXHIBIT D

LIST OF DUE DILIGENCE DOCUMENTS

1. Preliminary Report dated November 30, 2023 (Amended December 20, 2023) issued by First American Title Insurance Company under Order No. NCS-1179309-SC (including the documents hyperlinked therein)

2. ALTA/NSPS Land Title Survey dated June 30, 2023 prepared by RPLS, LLC (coordinated by Part- ner)

3. Limited Asbestos Survey dated August 11, 2015 prepared by ACC Environmental Consultants

4. Limited Asbestos Survey dated February 25, 2003 prepared by ACC Environmental Consultants

5. Limited Asbestos Survey dated October 31, 2003 prepared by ACC Environmental Consultants

6. Limited Asbestos & Lead Based Paint Survey dated September 27, 2004 prepared by ACC Envi- ronmental Consultants

7. Air Sampling Results dated May 8, 2023 prepared by EMSL Analytical, Inc.

8. Air Sampling Results dated September 16, 2023 prepared by EMSL Analytical, Inc.

9. Clearance Project Report dated October 20, 2023 prepared by ACC Environmental Consultants

10. Water Intrusion Investigation Report dated September 17, 2019 prepared by Partner Engineering and Science, Inc.

11. CAD floor plans

12. BOMA 2018 Area Analysis dated June 15, 2023 prepared by Contoured, Inc.

13. BOMA 2017 Area Analysis (Method A) dated June 15, 2023 prepared by Contoured, Inc.

14. BOMA 2017 Area Analysis (Method B) dated June 15, 2023 prepared by Contoured, Inc.

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EXHIBIT E

FORM OF LEASE
EXHIBIT 2
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EXHIBIT F
BUYER’S SELF-INSURANCE
EXHIBIT 2
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EXHIBIT G

DECOMMISSION SCOPE
Stockton Main Decommission Scope
Furniture Remove all files, personal equipment and common area items - including appliances. Don't remove fixed appliances
All furniture to remain
All whiteboards and display items will be removed unless fixed to the wall by mastic Television and monitors removed - cabling to remain
Built-in millwork to remain
All permanent fixtures to remain
Cash vault, safe deposit box and vault door shall remain Technology Network cabling for furniture to remain
All network cabling will remain in IDF/MDF rooms - labeled if possible All servers and equipment that are WF property will be removed - Racks / cages to remain All wireless access point to be removed
All desktop equipment, phones, video conferencing and all other WF property/equipment will be removed cabling to remain
All WF circuits and leased equipment will be removed - cabling to remain All cabling in risers to remain
All patch panels to remain
All UPS and batteries to remain
All satellite dishes and roof top technology will be removed Security All WF equipment will be removed to include cameras, & motion sensors - keypads, cypher locks and cabling to remain
All cabling in risers to remain
Night drop to be sealed and capped but the night drop will remain. Combos set to factory setting.

Any security elements not proprietary to Wells Fargo to remain.

Signage and
branding
All interior signage and branding will be removed - Exit signage and evacuate maps to remain
Removal of exterior building signage performed by Retail Portfolio Property Manager BMS Operating system to remain - WF proprietary equipment, switches and circuits and leased items shall be removed - need owner to coordinate transition to their operating system Fire Life Safety Operating system to remain - WF proprietary equipment, switches and circuits and leased items shall be removed - need owner to coordinate transition to their operating system HVAC Operating systems to remain - including equipment in IDF/MDF rooms ATM Remove ATM and secure building per ATM closure guidelines. Holes boarded and secured.

All non-proprietary cable/power for the ATM to remain.

EXHIBIT 2
1389

AUTHORIZE THE ACQUISITION OF REAL
PROPERTY LOCATED AT 303 NORTH EL DORADO

STREET AND ESTABLISH A REDEVELOPMENT
FUND
Stockton City Council
Agenda Item 15.1
May 14, 2024
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 A City Department may initiate the acquisition of real property according to Administrative Directive HRD-01, Acquisition of Real Property, by submitting a written request to the City Manager.
 Economic Development Department (EDD) staff requested approval to start the acquisition process for 303 North El Dorado, Stockton, CA 95202.  The proximity of this parcel to the City Hall, Permit Center, Al Lee’s Garage, and the Annex is a critical acquisition in redeveloping the entire block.  Currently, Wells Fargo is looking to sell the parcel.  An appraisal was completed by City staff and negotiations commenced.

Background
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Alignment
December 2018
Adopted Envision Stockton 2040 General Plan,
adopted in December 2018, relies on strategic infill
development
January 25, 2022
City Council adopted the Economic Development
Strategic Action Plan with a focus on investment
and revitalization of downtown Stockton.

February 07, 2023
The City was also able to de-obligate $1.94 million
from the Open Windows project, which will now be
used for a critical step in the development of
downtown: land assembly. motion 2023-02-07-1210.

The Economic Development Department has been positioning, and has been successful, in capturing grant funds for environmental clean-up that leads to a better chance of setting a precedent for future success in regard to redevelopment projects.
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 Final Purchase and Sale Agreement landed at $425,000
 The proposed resolution would establish a new unrestricted sub-fund within the General Fund.
 The purpose of this sub-fund would be to establish a tracking mechanism to enable fund balance to rollover, and be added to when appropriate, for the purposes of facilitating property acquisition and economic development activities, with a focus on the downtown area as funds become available.
 When established, approximately $1.94 million will be transferred from EDD’s General Fund.
 Earnest funds of approximately $60K will need to be wired within 30 days of the Acceptance Date, to meet the conditions of the purchase and sale agreement.

Financial Summary
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1. Authorizing the acquisition of real property located at 303 North El Dorado Street, Stockton California, APN 139-080-03 (property) from Wells Fargo Bank (seller) in the amount of up to $425,000;

2. 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 to support the City’s development;

3. Authorize a budget amendment in the amount of $1.94 million from the Economic Development Department’s General Fund to the Redevelopment Fund;

4. Authorizing the appropriation of Downtown Infill Infrastructure Reimbursement Program funds from Economic Development Budget to the Redevelopment fund to be used for property acquisition, demolition, and environmental clearance to include the acquisition and related costs of 303 North El Dorado Street;

5. Authorizing the filing Notice of Exemption No.19-24 under the California Environmental Quality Act (CEQA) for the acquisition of real property located at 303 North El Dorado Street, Stockton California, APN 139-080-03;

6. Authorizing the City Manager to execute a purchase and sale agreement substantially similar in form to the exhibits attached to the resolution, any needed lease agreements associated with this transaction, as well as any due diligence costs associated with the purchase of the property and take actions necessary and appropriate to carry out the purpose and intent of this resolution.

It is
recommended
that the City
Council adopt a
resolution:
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City of Stockton
Legislation Text
File #: 23-1107, Version: 1

ADOPT A RESOLUTION TO ACCEPT A FEDERAL CLIMATE POLLUTION REDUCTION PLANNING GRANT IN THE AMOUNT OF $1,000,000

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

1. Authorize the City Manager to execute a grant agreement from the United States Environmental Protection Agency Office of Air and Radiation in the amount of $1,000,000;

2. Authorize the City Manager to appropriate grant revenues and expenditures in the amount of $1,000,000 and;

3. Authorize the City Manager to execute and manage contractor agreements and consultant agreements in amounts consistent with the Grant Agreement.

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

Summary
Staff seeks City Council approval to accept $1,000,000 in grant funding from the U.S Environmental Protection Agency (EPA), Region 9, Air and Radiation Division, AIR-1 (Exhibit 1 to the Resolution).

Through the Inflation Reduction Act - Climate Pollution Reduction Planning Grant the U.S EPA is funding the City of Stockton to develop or update existing regional climate mitigation plans to address greenhouse gas and reduction measures throughout the Stockton Metropolitan Statistical Area (MSA) area. Specific activities will include updating plans to reduce climate pollution, completing a greenhouse gas inventory, quantifying greenhouse gas reduction measures, conducting a low- income and disadvantaged communities benefit analysis, and stakeholder engagement. The grant also requires three key deliverables: a Priority Climate Action Plan, a Comprehensive Climate Action Plan (due two years from the date of award), and a status report due at the close of the grant period.

DISCUSSION
Background
In April 2023, the City of Stockton submitted a letter of intent to the Environmental Protection Agency for the Climate Pollution Reduction Grant Planning opportunity. Initially, the City was not selected to receive funding through the program. However, in late December 2023, the City was contacted by the EPA Region 9 grants project officer that an intended recipient, the State of Wyoming, declined offered City of Stockton Printed on 5/8/2024Page 1 of 2
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File #: 23-1107, Version: 1
funding and that if still interested, the offered award of $1,000,000 is now being extended to the City of Stockton.

City staff met with the EPA Region 9 Grants project officer and team on several occasions to understand the application requirements and review the scope of the grant. The funding opportunity notice (FON) through grants.gov had previously closed; however, the EPA re-opened the FON so that the City could submit the application for acceptance. On February 1, 2024, City staff successfully submitted the application for the planning grant, and on April 4, 2024, City staff received the notification of award and grant agreement from the U.S EPA, Region 9.

Present Situation
The City Council previously approved Resolution No. 2023-12-12-1202 to accept the State of California Adaptation Planning Grant Program (APGP) Award to update the City of Stockton Climate Action Plan in the amount of $650,000. The APGP grant and CPRG grant will be used in combination to develop a new Comprehensive Climate Action & Adaptation (CCAAP) plan for the City which combines the names and requirements of both programs. City staff have since developed and posted a Request for Proposals (RFP) to identify a consultant to lead the development of this new Comprehensive Climate Action & Adaptation Plan.

The CPRG grant adds a requirement to extend the boundary of the CCAAP beyond the City of Stockton to include the Stockton Metropolitan Area (MSA) which is comprised of Lodi, Stockton, Lathrop, Manteca, Tracy, Ripon and Escalon. The CCAAP will focus on Stockton while also identifying & addressing critical regional priorities.

FINANCIAL SUMMARY
The grant award is for $1,000,000. To establish the program and grant funding, an appropriation of revenue and expenditures of $1,000,000 is necessary in the City Manager’s Special Grants Fund - Reimbursement, General Administration Division. There will be no impact to the General Fund because of accepting this grant funding.

City of Stockton Printed on 5/8/2024Page 2 of 2
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Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION TO ACCEPT A FEDERAL CLIMATE POLLUTION REDUCTION GRANT PROGRAM AWARD IN THE AMOUNT OF $1,000,000 FOR PLANNING THE NEW

CLIMATE ACTION PLAN

The City Manager authorized staff to apply for a United States Environmental Protection Agency Climate Pollution Reduction Planning Grant opportunity in the amount of $1,000,000; and

On April 1, 2024, the United States Environmental Protection Agency, Region 9, Air and Radiation Division , AIR-1, awarded the City of Stockton a $ 1,000,000 Climate Pollution Reduction Planning grant through the Inflation Reduction Act to develop a Priority Climate Action Plan and a Comprehensive Climate Action Plan; and

The Climate Pollution Reduction Grant for planning will provide funding needed to develop a new Climate Action Plan for the City of Stockton Metropolitan Statistical Area with emphasis on the City of Stockton with regional benefits; and

The new Climate Action Plan will require the development, updating and evaluation of plans to reduce climate pollution, developing a greenhouse gas inventory, quantifying greenhouse gas reduction measures, conducting a low income and disadvantaged communities benefit analysis, review of authority to implement and stakeholder engagement; now, therefore,

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

1. Authorize the City Manager to execute a grant agreement from the United States Environmental Protection Agency, Region 9, Air and Radiation Division, AIR -1 in the amount of $1,000,000 (Exhibit 1).

2. Authorize the City Manager to appropriate grant revenues and expenditures in the amount of $1,000,000.

3. Authorize the City Manager to execute and manage contractor agreements and consultant agreements in amounts consistent with the Grant Agreement.

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4. 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 May 14, 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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5D - 98T96001 - 0 Page 1

TYPE OF ACTION
U.S. ENVIRONMENTAL

PROTECTION AGENCY MAILING DATE
ACH#PAYMENT METHOD:

PROGRAM CODE:

DATE OF AWARDMODIFICATION NUMBER:

GRANT NUMBER (FAIN): 98T96001

PENDASAP
0 04/01/2024
New 04/04/2024
Grant Agreement
5D
RECIPIENT TYPE: Send Payment Request to:

RECIPIENT:

EIN:

PAYEE:

Municipal
Stockton, CA 95202-1997
Stockton City of City Hall
94-6000436
425 N. El Dorado, 2nd Floor
Contact EPA RTPFC at: [email protected]
425 N. El Dorado, 2nd Floor
Stockton City of City Hall
Stockton, CA 95202-1997

PROJECT MANAGER EPA PROJECT OFFICER EPA GRANT SPECIALIST Shalilah Bess
425 N. El Dorado Street
Stockton, CA 95202
[email protected]:
209-937-7196Phone:

Anissa Foster
75 Hawthorne Street, AIR-2-2
San Francisco, CA 94105
[email protected]:
415-972-3832Phone:

Norma Douglass
Grants Branch, MSD-6
75 Hawthorne Street
San Francisco, CA 94105
[email protected]:
415-947-4136Phone:

PROJECT TITLE AND DESCRIPTION
Inflation Reduction Act – Climate Pollution Reduction Planning See Attachment 1 for project description.

BUDGET PERIOD PROJECT PERIOD TOTAL BUDGET PERIOD COST TOTAL PROJECT PERIOD COST 03/01/2024 - 09/30/2027 03/01/2024 - 09/30/2027 $ 1,000,000.00 $ 1,000,000.00

NOTICE OF AWARD
Based on your Application dated 02/01/2024 including all modifications and amendments, the United States acting by and through the US Environmental Protection Agency (EPA) hereby awards $ 1,000,000.00. EPA agrees to cost-share 100.00% of all approved budget period costs incurred, up to and not exceeding total federal funding of $ 1,000,000.00. Recipient's signature is not required on this agreement. The recipient demonstrates its commitment to carry out this award by either: 1) drawing down funds within 21 days after the EPA award or amendment mailing date; or 2) not filing a notice of disagreement with the award terms and conditions within 21 days after the EPA award or amendment mailing date. If the recipient disagrees with the terms and conditions specified in this award, the authorized representative of the recipient must furnish a notice of disagreement to the EPA Award Official within 21 days after the EPA award or amendment mailing date. In case of disagreement, and until the disagreement is resolved, the recipient should not draw down on the funds provided by this award/amendment, and any costs incurred by the recipient are at its own risk. This agreement is subject to applicable EPA regulatory and statutory provisions, all terms and conditions of this agreement and any attachments.

ISSUING OFFICE (GRANTS MANAGEMENT OFFICE) AWARD APPROVAL OFFICE

ORGANIZATION / ADDRESSORGANIZATION / ADDRESS
U.S. EPA, Region 9, U.S. EPA, Region 9 Grants Branch, MSD-6 75 Hawthorne Street
San Francisco, CA 94105
U.S. EPA, Region 9, Air and Radiation Division, AIR-1
R9 - Region 9
75 Hawthorne Street
San Francisco, CA 94105
THE UNITED STATES OF AMERICA BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY DATEDigital signature applied by EPA Award Official Carolyn Truong - Grants Management Officer 04/01/2024
EXHIBIT 1
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EPA Funding Information

FUNDS FORMER AWARD THIS ACTION AMENDED TOTAL
EPA Amount This Action $ 0 $ 1,000,000 $ 1,000,000
EPA In-Kind Amount $ 0 $ 0 $ 0
Unexpended Prior Year Balance $ 0 $ 0 $ 0
Other Federal Funds $ 0 $ 0 $ 0
Recipient Contribution $ 0 $ 0 $ 0
State Contribution $ 0 $ 0 $ 0
Local Contribution $ 0 $ 0 $ 0
Other Contribution $ 0 $ 0 $ 0
Allowable Project Cost $ 0 $ 1,000,000 $ 1,000,000
Assistance Program (CFDA) Statutory Authority Regulatory Authority

66.046 - Climate Pollution Reduction Grants Clean Air Act: Sec. 137 2 CFR 200, 2 CFR 1500 and 40 CFR 33 Fiscal
Site Name Req No FY Approp.

Code
Budget
Organization PRC Object
Class Site/Project Cost
Organization
Obligation /
Deobligation
$ 1,000,000-- 4132000ACGXJ109M2E4SFX22312409M9S008-
$ 1,000,000
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Budget Summary Page
Table A - Object Class Category
(Non-Construction)
Total Approved Allowable
Budget Period Cost

1. Personnel $ 186,550

2. Fringe Benefits $ 89,544

3. Travel $ 7,911

4. Equipment $ 0

5. Supplies $ 2,000

6. Contractual $ 690,000

7. Construction $ 0

8. Other $ 23,995

9. Total Direct Charges $ 1,000,000

10. Indirect Costs: 0.00 % Base :See Terms and Conditions $ 0

11. Total (Share: Recipient ______ % Federal ______ %) $ 1,000,0000.00 100.00

12. Total Approved Assistance Amount $ 1,000,000

13. Program Income $ 0

14. Total EPA Amount Awarded This Action $ 1,000,000

15. Total EPA Amount Awarded To Date $ 1,000,000
EXHIBIT 1
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Attachment 1 - Project Description
This agreement provides funding under the Inflation Reduction Act (IRA) to the City of Stockton to develop or update existing regional climate mitigation plans to address greenhouse gas and reduction measures throughout the entire area and conduct meaningful engagement with low income and disadvantaged communities and coordinate with geographically proximate tribes as appropriate.

This assistance agreement provide full federal funding in the amount of $1,000,000. Pre-award cost have been approved back to 3/1/2024.

In general, activities include the development, updating, and evaluation of plans to reduce climate pollution (i.e., to reduce GHG emissions and/or enhance carbon sinks). Specific activities include developing a greenhouse gas inventory, quantifying greenhouse gas reduction measures, conducting a low income and disadvantaged communities benefit analysis, review of authority to implement and stakeholder engagement.

Three key deliverables will be produced and submitted over the course of the four-year program period, including: a Priority Climate Action Plan (PCAP), a Comprehensive Climate Action Plan (CCAP), due two years from the date of the award; and a Status Report, due at the close of the grant period. The expected outcomes include a PCAP and CCAP that identifies: tons of pollution (GHGs and co-pollutants) reduced over the lifetime of the measures; tons of pollution (GHGs and co-pollutants) reduced annually; and tons of pollution (GHGs and co-pollutants) reduced with respect to low-income and disadvantaged communities. The intended beneficiaries include San Francisco-Oakland-Berkeley Metropolitan Statistical Area residents and visitors, including low-income and disadvantaged community members.A non-profit will be hired to support the community engagement efforts, to boost attendance to workshops and maximize engagement and visibility of events. Including the creation of outreach materials and online presence. The non-profit partner will also aide in communications with other groups, with the intent of participation in meetings. The non-profit partner will collaborate with the Consultant on the development of PCAP and CCAP surveys and administration of the website for enhanced participation, transparency and feedback.

EXHIBIT 1
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Administrative Conditions
General Terms and Conditions
The recipient agrees to comply with the current EPA general terms and conditions available at: https:
//www.epa.gov/grants/epa-general-terms-and-conditions-effective-october-1-2023-or-later.

These terms and conditions are in addition to the assurances and certifications made as a part of the award and the terms, conditions, or restrictions cited throughout the award.

The EPA repository for the general terms and conditions by year can be found at: https://www.epa. gov/grants/grant-terms-and-conditions#general.

A.  Federal Financial Reporting (FFR)
For awards with cumulative project and budget periods greater than 12 months, the recipient will submit an annual FFR (SF 425) covering the period from "project/budget period start date" to June 30 of each calendar year to the EPA Finance Center in Research Triangle Park, NC.  The annual FFR will be submitted electronically to [email protected] no later than September 30 of the same calendar year.

Find additional information at https://www.epa.gov/financial/grants. (NOTE: The grantee must submit the Final FFR to [email protected] within 120 days after the end of the project period.) B.  Procurement
The recipient will ensure all procurement transactions will be conducted in a manner providing full and open competition consistent with 2 CFR Part 200.319.  In accordance with 2 CFR Part 200.324, the grantee and subgrantee(s) must perform a cost or price analysis in connection with applicable procurement actions, including contract modifications.

State recipients must follow procurement procedures as outlined in 2 CFR Part 200.317.

C.  MBE/WBE Reporting, 40 CFR, Part 33, Subpart E (EPA Form 5700-52A) The recipient agrees to submit a “MBE/WBE Utilization Under Federal Grants and Cooperative Agreements” report (EPA Form 5700-52A) annually for the duration of the project period. The current EPA Form 5700-52A with instructions is located at https://www.epa.gov/grants/epa-grantee-forms This provision represents an approved exception from the MBE/WBE reporting requirements as described in 40 CFR Section 33.502.

Reporting is required for assistance agreements where funds are budgeted for procuring construction, equipment, services and supplies (including funds budgeted for direct procurement by the recipient or procurement under subawards or loans in the “Other” category) with a cumulative total that exceed the Simplified Acquisition Threshold (SAT) currently set at $250,000 (the dollar threshold will be automatically revised whenever the SAT is adjusted; See 2 CFR Section 200.1), including amendments and/or modifications. All procurement actions are reportable when reporting is required, not just the portion which exceeds the SAT.

Recipients with expended and/or budgeted funds for procurement are required to report annually EXHIBIT 1
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whether the planned procurements take place during the reporting period or not. If no budgeted procurements take place during the reporting period, the recipient should check the box in section 4A when completing the form.

When completing the annual report, recipients are instructed to check the box titled “annual” in section 1B of the form. For the final report, recipients are instructed to check the box indicated for the “Final Report (project completed)” in section 1B of the form.

The annual reports are due by October 30th of each calendar year and the final report is due within 120 days after the end of the project period, whichever comes first.  The recipient will submit the MBE/WBE report(s) and/or questions to [email protected] and the EPA Grants Specialist identified on page 1 of the award document.

D.  Indirect Costs
The Cost Principles under 2 CFR Part 200, Subpart E apply to this award.  Since there are no indirect costs included in the assistance budget, they are not allowable under this Assistance Agreement.

E.  Subaward(s)
The recipient's approved budget includes subaward(s). As applicable, the recipient will comply with the General Term and Condition on reporting of first tier subawards to www.fsrs.gov per “Reporting Subawards and Executive Compensation” requirement.

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Programmatic Conditions
Climate Pollution Reduction Grants Specific Programmatic Terms and Conditions a.  PERFORMANCE REPORTING AND FINAL PERFORMANCE REPORT
Performance Reports – Content
In accordance with 2 CFR 200.329, the recipient agrees to submit performance reports that include brief information on each of the following areas:  1) A comparison of actual accomplishments to the outputs/outcomes established in the assistance agreement work plan for the period; 2) The reasons why established outputs/outcomes were not met; and 3) Additional pertinent information, including, when appropriate, analysis and explanation of cost overruns or high-unit costs.

Additionally, the recipient agrees to inform EPA as soon as problems, delays, or adverse conditions which will materially impair the ability to meet the outputs/outcomes specified in the assistance agreement work plan are known.

Performance Reports - Frequency
Quarterly performance reports are required to be submitted electronically to the EPA Project Officer within 30 calendar days after the reporting period (every three-month period). Quarterly reports are due according to the following schedule. If a due date falls on a weekend or holiday, the report will be due on the next business day. If a project start date falls within a defined reporting period, the recipient must report for that period by the given due date unless otherwise noted. This quarterly reporting schedule shall be repeated for the duration of the award agreement.

April 1 – June 30 Reporting Period: report due date July 30 (note, in year 1, this reporting period should begin at the project start date)
July 1 – September 30 Reporting Period: report due date October 30 October 1 – December 31 Reporting Period: report due date January 30 January 1 – March 31 Reporting Period: report due date April 30 The recipient must submit the final performance report no later than 120 calendar days after the end date of the period of performance.

Subaward Performance Reporting
The recipient must report on its subaward monitoring activities under 2 CFR 200.332(d). Examples of items that must be reported if the pass-through entity has the information available are:

Summaries of results of reviews of financial and programmatic reports.1.

Summaries of findings from site visits and/or desk reviews to ensure effective subrecipient performance.

2. Environmental results the subrecipient achieved.3.

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Summaries of audit findings and related pass-through entity management decisions.4.

Actions the pass-through entity has taken to correct deficiencies such as those specified at 2 CFR 200.332(e), 2 CFR 200.208 and the 2 CFR Part 200.339 Remedies for Noncompliance.

5. b.  DELIVERABLES AND REQUIREMENTS
Municipalities and Air Pollution Control Agencies that accept an award are required to produce and electronically submit the following three deliverables to EPA by the dates specified:

1.) A Comprehensive Climate Action Plan (CCAP), due 2 years from the date of the award. The CCAP is a narrative report that should touch on all significant GHG sources/sinks and sectors present in a state or metropolitan area, establish near-term and long-term GHG emission reduction goals, and provide strategies and identify measures to achieve those goals. Each CCAP must include: a GHG inventory; GHG emissions projections; GHG reduction targets; quantified GHG reduction measures; a benefits analysis for the full geographic scope and population covered by the plan; a low-income and disadvantaged communities benefits analysis; a review of authority to implement; a plan to leverage other federal funding; and a workforce planning analysis.

2.) A Status Report, due at the closeout of the 4-year grant period. This report should include the implementation status of the quantified GHG reduction measures included in the CCAP; any relevant updated analyses or projections supporting CCAP implementation; and next steps and future budget/staffing needs to continue CCAP implementation.

Climate plans for metropolitan areas should also be developed with regional coordination as much as possible, and applicants are encouraged to coordinate with geographically proximate tribes as appropriate.

MSA lead organizations must involve stakeholder groups and the public in the process for developing the CCAP. Potential stakeholders include urban, rural, and underserved or disadvantaged communities as well as the general public, governmental entities, federally recognized tribes, Port Authorities, labor organizations, community and faith-based organizations, and private sector and industry representatives. c.   Cybersecurity Condition
(a) The recipient agrees that when collecting and managing environmental data under this assistance agreement, it will protect the data by following all applicable State or Tribal law cybersecurity requirements.
(b) (1) EPA must ensure that any connections between the recipient's network or information system and EPA networks used by the recipient to transfer data under this agreement, are secure. For purposes of this Section, a connection is defined as a dedicated persistent interface between an Agency IT system and an external IT system for the purpose of transferring information. Transitory, user-controlled connections such as website browsing are excluded from this definition.

If the recipient's connections as defined above do not go through the Environmental Information Exchange Network or EPA's Central Data Exchange, the recipient agrees to contact the EPA Project Officer (PO) no later than 90 days after the date of this award and work with the designated Regional/Headquarters Information Security Officer to ensure that the connections meet EPA security EXHIBIT 1
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requirements, including entering into Interconnection Service Agreements as appropriate. This condition does not apply to manual entry of data by the recipient into systems operated and used by EPA's regulatory programs for the submission of reporting and/or compliance data. (2) The recipient agrees that any subawards it makes under this agreement will require the subrecipient to comply with the requirements in (b)(1) if the subrecipient's network or information system is connected to EPA networks to transfer data to the Agency using systems other than the Environmental Information Exchange Network or EPA's Central Data Exchange. The recipient will be in compliance with this condition: by including this requirement in subaward agreements; and during subrecipient monitoring deemed necessary by the recipient under 2 CFR 200.332(d), by inquiring whether the subrecipient has contacted the EPA Project Officer. Nothing in this condition requires the recipient to contact the EPA Project Officer on behalf of a subrecipient or to be involved in the negotiation of an Interconnection Service Agreement between the subrecipient and EPA.
d.  Competency Policy
In accordance with Agency Policy Directive Number FEM-2012-02, Policy to Assure the Competency of Organizations Generating Environmental Measurement Data under Agency-Funded Assistance Agreements,
Recipient agrees, by entering into this agreement, that it has demonstrated competency prior to award, or alternatively, where a pre-award demonstration of competency is not practicable. Recipient agrees to demonstrate competency prior to carrying out any activities under the award involving the generation or use of environmental data. Recipient shall maintain competency for the duration of the project period of this agreement and this will be documented during the annual reporting process.  A copy of the Policy is available online at https://www.epa.gov/sites/production/files/2015-03/documents/competency-policy- aaia-new.pdf or a copy may also be requested by contacting the EPA Project Officer for this award. e.  Public or Media Events
The Recipient agrees to notify the EPA Project Officer listed in this award document of public or media events related to activities accomplished as a result of this agreement, and provide the opportunity for attendance and participation by federal representatives with at least ten (10) working days' notice. f.  QUALITY ASSURANCE
Authority: Quality Assurance applies to all assistance agreements involving environmental information as defined in 2C.F.R. § 1500.12 Quality Assurance. The recipient shall ensure that subawards involving environmental information issued under this agreement include appropriate quality requirements for the work. The recipient shall ensure sub-award recipients develop and implement Quality Assurance (QA) planning documents in accordance with this term and condition; and/or ensure sub-award recipients implement all applicable approved QA planning documents. Quality Assurance Project Plan (QAPP):

Prior to beginning environmental information operations, the recipient must:

Develop a QAPP (for existing environmental information), Prepare QAPP in accordance with the current version of EPA QA/R-5: EPA Requirements for Quality Assurance Project Plans,
Submit the document for EPA review, and
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Obtain EPA Quality Assurance Manager or designee approval.

For Reference:

Quality Management Plan (QMP) Standard and EPA QA/R-5: EPA Requirements for Quality Assurance Project Plans; contain quality specifications for EPA and non-EPA organizations and definitions applicable to these terms and conditions.

EPA QA/G-5: Guidance for Quality Assurance Project Plans, Appendix C provides a QAPP Checklist.

EPA's Quality Program website has a list of QA managers, and Non-EPA Organizations Quality Specifications.

The Office of Grants and Debarment Implementation of Quality Assurance Requirements for Organizations Receiving EPA Financial Assistance.
g.  Use of Logos
If the EPA logo is appearing along with logos from other participating entities on websites, outreach materials, or reports, it must not be prominently displayed to imply that any of the recipient or subrecipient's activities are being conducted by the EPA. Instead, the EPA logo should be accompanied with a statement indicating that City of Stockton received financial support from the EPA under an Assistance Agreement. More information is available at: https://www.epa.gov/stylebook/using-epa-seal- and-logo#policy
h.  National Programmatic Term and Condition for Fellowship, Internship Programs and Similar Programs Supported by EPA Financial Assistance

1. EPA funds for this program may only be used for participant support cost payments, scholarships, tuition remission and other forms of student aid for citizens of the United States, its territories, or possessions, or for individuals lawfully admitted to the United States for permanent residence.

2. The recipient and program participants are responsible for taxes, if any, on payments made to or on behalf of individuals participating in this program that are allowable as participant support costs under 2 CFR 200.1 or 2 CFR 200.456 and scholarships and other forms of student aid such as tuition remission under 2 CFR 200.466. EPA encourages recipients and program participants to consult their tax advisers, the U.S. Internal Revenue Service, or state and local tax authorities regarding the taxability of stipends, tuition remission and other payments. However, EPA does not provide advice on tax issues relating to these payments.

3. Participant support cost payments, scholarships, and other forms of student aid such as tuition remission are lower tiered covered Nonprocurement transactions for the purposes of 2 CFR 180.300 and EPA's Suspension and Debarment Term and Condition. Recipients, therefore, may not make participant support cost payments to individuals who are excluded from participation in Federal Nonprocurement programs under 2 CFR Part 180. Recipients are responsible for checking the eligibility of program participants in the System for Award Management (SAM) or obtaining eligibility certifications from the program participants.

See EPA Guidance on Participant Support Costs.

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***END OF DOCUMENT***
EXHIBIT 1
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Comprehensive Climate Action
& Adaptation Planning Grant
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Background
City awarded $650K
Adaptation & Planning
Grant (APGP)
City issued RFP for new
Comprehensive Climate
Action & Adaptation Plan
(CCAAP)
Return to Council with
recommended CCAAP
Consultant
Complete new CCAAP &
present to Council
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Comprehensive Climate Action & Adaptation Plan
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Comprehensive Climate Action & Adaptation Plan
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Long-term Goals to Align with State
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City of Stockton
Legislation Text
File #: 24-0464, Version: 1

COUNCIL COMMITTEE/BOARD AND COMMISSION MINUTES

RECOMMENDATION
Information item only. No action required.

City of Stockton Printed on 5/10/2024Page 1 of 1
powered by Legistar™
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MINUTES

PLANNING COMMISSION
MEETING OF DECEMBER 14, 2023
425 N. El Dorado St. Stockton, CA

1. CALL TO ORDER/ROLL CALL - 5:31 PM
Roll Call

Present:

Anne Mallett
Brenda Jones
Waqar Rizvi
Greg Thompson
Terry Hull

Absent:

Gurneel Boparai, and Rajan Nathaniel .

Note: Commissioner Boparai arrived at 5:33 PM
Note: Vice Chair Nathaniel's absence was excused

2. PLEDGE TO FLAG
The Pledge of Allegiance was led by Commissioner Thompson

3. ADOPTION OF CONSENT CALENDAR

3.1 23-1100 PLANNING COMMISSION MEETING SCHEDULE FOR THE CALENDAR YEAR2024
Attachment A - Procedural Rules
Attachment B - 2024 Plannjng Commission Calendar
Legislation Text
Approve Motion 2023-12-14-0301 approving the meeting schedule for the Calendar Year 2024.

Moved by: Terry Hull, seconded by Anne Mallett.

Vote: Motion carried 6-0
Yes: Anne Mallett, Brenda Jones, Waqar Rizvi, Greg Thompson, Gurnee! Boparai, and Terry Hull.

Absent: Rajan Nathaniel .
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3.2 23-1130 APPROVE A RESOLUTION REFLECTING THE PLANNING COMMISSION'S NOVEMBER 9, 2023, INTENT TO APPROVE A USE PERMIT TO

ESTABLISH A CONVENIENCE STORE WITH THE OFF-SALE OF BEER AND

WINE, FUELING STATION, AND GENERAL MERCHANDISE, WITH A CAR WASH FACILITY, AT 9036 THORNTON ROAD (P23-0083) (APN 072-410-43) Legislation Text
Attachment A - Planning Commission Staff ReJ2.Qct
ProP-osed Resolution
Exhibit 1 - Project Plans
6P-12roved Resolutjon 2023-12-14-0302
Approve Resolution 2023-12-14-0302 approving that the Commission's November 9, 2023 intent to approve a Commission Use Permit, requiring a Waiver of the location restrictions related to overconcentration of existing licenses in the census tract and proximity to existing off-sale establishments, at a proposed convenience store located at 9036 Thornton Road (APN 072-410-43), in accordance with the findings and subject to the conditions conveyed on the record and captured on the proposed resolution.

Moved by: Anne Mallett, seconded by Gurneel Boparai.

Vote: Motion carried 4-0
Yes: Anne Mallett, Waqar Rizvi, Gurnee! Boparai, and Terry Hull.

Recuse:Brenda Jones, and Greg Thompson.

Absent: Rajan Nathaniel .

4. PUBLIC COMMENT
None

5. PUBLIC HEARINGS/ENVIRONMENTAL ASSESSMENTS

5.1 23-0990 RESOLUTION TO APPROVE A TENTATIVE SUBDIVISION MAP TO ESTABLISH A 224 LOT SUBDIVISION FOR THE DEVELOPMENT OF 211 LOTS FOR SINGLE-FAMILY RESIDENTIAL HOMES AND 13 COMMON AREA LOTS AT 4849 CAROLYN WESTON BOULEVARD (APNS 166-030-05 AND -33) (P21-0999) RECOMMENDATION Staff recommends that the Planning Commission approve a resolution that reflects the Commission's November 9, 2023 intent to approve a Commission Use Permit, requiring a Waiver of the location restrictions related to overconcentration of existing licenses in the census tract and proximity to existing off­ sale establishments, at a proposed convenience store located at 9036 Thornton Road (APN 072-410-43), in accordance with the findings and subject to the conditions conveyed on the record and captured on the proposed resolution.

Legislation Text
Attachment A - Location Mag And Aerial Photo
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Attachment B - Zoning MaP-
Attachment C -General Plan Land Use MaP­
Attachment D - CEQA Initial Study
ProP-osed Resolution - Recommending AP-P-roval
Exhibit 1 -AsanoTentativeMaP-AndExhibits 11-21-23
Approve Motion 2023-12-14-0501 to continue to January 25, 2023 Planning Commission Meeting
Moved by: Greg Thompson, seconded by Brenda Jones.

Vote: Motion carried 6-0
Yes: Anne Mallett, Brenda Jones, Waqar Rizvi, Greg Thompson, Gurneel Boparai, and Terry Hull.

Absent: Rajan Nathaniel .

6. NEW BUSINESS
None

7. UNFINISHED BUSINESS
None

8. REPORTS/COMMUNICATIONS/INFORMATIONAL ITEMS
Stephanie Ocasio, Director, Community Development Department - update on warehouse ordinance, City Council adopted Option C and gave direction to staff to bring back item before them; Shape Stockton efforts, update by February; Happy Holidays
Commissioner Mallett - warehouse ordinance timeline, thanked staff for their work, staff time and money
Chair Rizvi - pending projects

9. COMMISSIONERS COMMENTS
Commissioner Thompson - thanked fellow planning commissioners; thanked staff; great first year; happy holidays
Commissioner Jones - thanked the city staff, mayor; happy holidays; voting Commissioner Boparai - city achievements; warehouse ordinance; thanked city staff Commissioner Mallett - recognized staffs efforts; Lantern Festival Stockton 1425

10. Commissioner Hull - planning commission experience, training; happy holidays Chair Rizvi - thanked staff, commissioners; happy holidays ADJOURNMENT - 5:54 PM
Michael McDowell
Assistant Director, Community Development
Department
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MINUTES

PLANNING COMMISSION
MEETING OF JANUARY 25, 2024
425 N. El Dorado St. Stockton, CA

1. CALL TO ORDER/ROLL CALL - 5:30 PM
Roll Call

Present:

Anne Mallett
Brenda Jones
Waqar Rizvi
Greg Thompson
Gurneel Boparai
Rajan Nathaniel
Terry Hull

2. PLEDGE TO FLAG
The Pledge of Allegiance was led by Commissioner Hull

3. ADOPTION OF CONSENT CALENDAR
None

4. PUBLIC COMMENT
None

5. PUBLIC HEARINGS/ENVIRONMENTAL ASSESSMENTS

5.1 24-0001 RESOLUTION TO APPROVE A TENTATIVE SUBDIVISION MAP TO ESTABLISH A 224 LOT SUBDIVISION FOR THE DEVELOPMENT OF 211 LOTS FOR SINGLE-FAMILY RESIDENTIAL HOMES AND 13 COMMON AREA LOTS AT 4849 CAROLYN WESTON BOULEVARD (APNS 166-030-05 AND -33) (P21- 0999). CONTINUED FROM THE DECEMBER 14, 2023 PLANNING
COMMMISSON MEETING.

Legislation Text
Attachment A- Location MaP- And Aerial Photo
Attachment B -Zoning MaQ
Attachment C - General Plan Land Use MaQ
Attachment D -CEOA Initial Study
ProQosed Resolution - Recommending AQQroval
Exhibit 1
A1212roved Resolution 2024-01-25-0501
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Approve Motion 2024-01-25-0501 finding no further environmental review is required for the proposed tentative subdivision map per the California Environmental Quality Act (CEQA) pursuant to 15183 (Projects Consistent with a Community Plan, General Plan, or Zoning) of Title 14 of the California Code of Regulations (State CEQA Guidelines)
Resolution 2024-01-25-0501 approving a 224 lot Tentative Subdivision Map, consisting of 211 lots for single family homes and 13 lots for common area space subject to conditions.

Moved by: Rajan Nathaniel , seconded by Anne Mallett.

Vote: Motion carried 7-0
Yes: Anne Mallett, Brenda Jones, Waqar Rizvi, Greg Thompson, Gurneel Boparai, Rajan Nathaniel , and Terry Hull.

5.2 23-1146 REQUEST FOR A USE PERMIT AND WAIVER TO ALLOW THE

ESTABLISHMENT OF A CONVENIENCE STORE WITH OFF-SALE OF BEER AND WINE, AT 4850 SOUTH STATE ROUTE 99 EAST FRONTAGE ROAD (P23- 0223)
Legislation Text
Attachment A -Aerial Photo and Location Ma12
Attachment B - Site Plan Floor Plan. and Elevations
Attachment C - Calls for Service
ProJ2osed Resolution - Recommending AP-P-roval
Exhibit 1
�P-P-roved Resolution 2024-01-25-0502
Commissioners Disclosures: Commissioner Thompson, Commissioner Boparai, and Commissioner Mallet
Approve Resolution 2024-01-25-0502 approving a use permit and a waiver to allow a new convenience store with off-sale of beer and wine, at an existing mini-market, fueling station, and car wash facility at 4850 S State Route 99 East Frontage Road, based on the findings and subject to the conditions in the proposed resolution.

Moved by: Anne Mallett, seconded by Terry Hull.

Vote: Motion carried 5-1
Yes: Anne Mallett, Brenda Jones, Waqar Rizvi, Rajan Nathaniel , and Terry Hull.

No: Gurneel Boparai.

Recuse:Greg Thompson.

6. NEW BUSINESS
None

7. UNFINISHED BUSINESS
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None

8. REPORTS/COMMUNICATIONS/INFORMATIONAL ITEMS
Michael McDowell, Assistant Director, Community Development Department - SHAPE Stockton; warehouse ordinance

9. COMMISSIONERS COMMENTS
Chair Rizvi - Happy New Year; thanked City Staff, fellow Commissioners Vice Chair Nathaniel - thanked City Staff
Commissioner Boparai - Happy New Year; Office of Violence Prevention event at Village East Apartments; Measure A funds, thanked City Staff

10. ADJOURNMENT - 6:37 PM
Assistant Director, Community Development
Department
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MINUTES

PLANNING COMMISSION
MEETING OF FEBRUARY 8, 2024
425 N. El Dorado St. Stockton, CA

1. CALL TO ORDER/ROLL CALL- 5:31 PM
Roll Call

Present:

Anne Mallett
Waqar Rizvi
Gurneel Boparai
Rajan Nathaniel
Terry Hull

Absent:

Brenda Jones, and Greg Thompson.

Note: Commissioner Jones' absence was excused

2. PLEDGE TO FLAG
The Pledge of Allegiance was led by Commissioner Mallett

3. ADOPTION OF CONSENT CALENDAR

3.1 24-0066 APPROVAL OF PLANNING COMMISSION MINUTES
Legislation Text
Attachment A- 2023-09-14 Planning Commission Minutes
Attachment B -2023-09-21 Planning Commission Minutes
Attachment C- 2023-09-28 Planning Commjssjon Minutes
Approve Motion 2024-02-08-0301-01 approving the filing minutes of the September 14, 2023, September 21, 2023 Planning Commission meetings Moved by: Anne Mallett, seconded by Gurneel Boparai.

Vote: Motion carried 5-0
Yes: Anne Mallett, Waqar Rizvi, Gurneel Boparai, Rajan Nathaniel , and Terry Hull.

Absent: Brenda Jones, and Greg Thompson.

Approve Motion 2024-02-08-0301-02 approving the filing minutes of the September 28, 2023 Planning Commission meeting.

Moved by: Rajan Nathaniel , seconded by Anne Mallett.
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Vote: Motion carried 4-0
Yes: Anne Mallett, Waqar Rizvi, Gurneel Boparai, and Rajan Nathaniel .

Recuse:Terry Hull.

Absent: Brenda Jones, and Greg Thompson.

4. PUBLIC COMMENT
None

5. PUBLIC HEARINGS/ENVIRONMENTAL ASSESSMENTS

5.1 23-1004 ADDENDUM TO THE CANNERY PARK ENVIRONMENTAL IMPACT REPORT (SCH #2003042022), GENERAL PLAN LAND USE MAP AMENDMENT,

REZONE, DEVELOPMENT AGREEMENT AMENDMENT, AND A TENTATIVE

SUBDIVISION MAP FOR PREVIOUSLY APPROVED CANNERY PARK
DEVELOPMENT PROJECT LOCATED ON MULTIPLE PARCELS AT 3827 PFC JESSE MIZENER STREET (APNs 122-020-32, -33, -38 and -60) (P21-0435) Legislation Text
Attachment A - Location Map & Aerial Photo
Attachment B - Phasing Plan Sub Areas
Attachment C - Canne[Y. DA and 1st Amendment
Attachment D - Neighborhood Meeting Notice
Proposed Resolution Addendum.docx
Exhibit 1 - EIR Addendum
Pro12osed Resolution - General Plan Amendment
Exhibit 1 - GPA
f[Qposed Resolution - Rezone Ordinance
Exhibit 1 - Pro12osed Ordinance - Rezone.docx
Exhibit 1 a -Rezone
Pro12osed Resolution - Develo12ment Agreement Amendment Exhibit 1 - Proposed Ordinance DA.docx
Exhibit 1a - Second DA Amendment
Proposed Resolution - Tentative Ma12
Exhibit 1 - Tentative Ma12
Exhibit 2 - Canne[Y. Park Project Amended Conditions.docx Approved Resolution 2024-02-08-0501-01
Approved Resolution 2024-02-08-0501-02
8p12roved Resolution 2024-02-08-0501-03
8Jmroved Resolution 2024-02-08-0501-04
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�P.proved Resolution 2024-02-08-0501-05
Commissioner Disclosures: Commissioner Hull; Vice Chair Nathaniel; Commissioner Mallett; Chari Rizvi
Approve Resolution 2024-02-08-0501-01 recommending the City Council certify an Addendum that determines no further environmental review is required for the proposed amendments to the previously approved Cannery Park Development Project and proposed tentative subdivision map per the California Environmental Quality Act (CEQA) pursuant to Section 15164 (Addendum to an EIR or Negative Declarations) or Title 14 of the California Code of Regulations (State CEQA Guidelines); and
Resolution 2024-02-08-0501-02 recommending the City Council approve a General Plan Land use Map Amendment; and
Resolution 2024-02-08-0501-03 recommending the City Council adopt an Ordinance approving a Rezone; and
Resolution 2024-02-08-0501-04 recommending the City Council adopt an Ordinance approving a Development Agreement amendment for the Cannery Park Project; and Resolution 2024-02-08-0501-05 approving a Tentative Map, subject to conditions.

Moved by: Anne Mallett, seconded by Rajan Nathaniel .

Vote: Motion carried 5-0
Yes: Anne Mallett, Waqar Rizvi, Gurneel Boparai, Rajan Nathaniel , and Terry Hull.

Absent: Brenda Jones, and Greg Th ompson.

6. NEW BUSINESS

6.1 24-0003 2023 ANNUAL COMPLIANCE REVIEW FOR DEVELOPMENT

AGREEMENTS
Legislation Text
Attachment A- MaP. of Active Development Agreements in 2023 Attachment B - DeveloP.ment Agreement Summaries
Attachment C - ComP.liance Letters and Res12onses
Attachment D - Develo12ment Agreement Compliance Summa[Y.

Attachment E - Draft ComQliance and NoncomQliance Letters to AQplicants Approve Motion 2024-02-08-0601 :

1. Accepting the 2023 annual Development Agreement Compliance Review and project determinations indicating if applicant progress complies, substantially complies, or does not comply with the terms and conditions of their respective Development Agreement with the City; and

2. Directing staff to notify Applicants of this compliance determination. Applicants found in noncompliance with the Development Agreement terms will have 30 days 1432
following the date of notification to rectify the noncompliance or prepare a program for correction. The Planning Commission shall be notified of the correction or program at the next available meeting.

Moved by: Gurneel Boparai, seconded by Terry Hull.

Vote: Motion carried 5-0
Yes: Anne Mallett, Waqar Rizvi, Gurnee! Boparai, Rajan Nathaniel , and Terry Hull.

Absent: Brenda Jones, and Greg Thompson.

6.2 24-0008 2024 ELECTION OF PLANNING COMMISSION OFFICERS Legislation Text
Attachment A - Standards and Policies No 1 - Procedural Rules Approve Motion 2024-02-08-0602 suspending Standards and Policies No. 1 - Procedural Rules for Conducting Planning Commission meetings until the next Planning Commission meeting, February 22, 2024; and postponing the election of a new Chairperson and Vice-Chairperson until the next Planning Commission meeting, February 22, 2024.

Moved by: Rajan Nathaniel , seconded by Terry Hull.

Vote: Motion carried 5-0
Yes: Anne Mallett, Waqar Rizvi, Gurnee! Boparai, Rajan Nathaniel , and Terry Hull.

Absent: Brenda Jones, and Greg Thompson.

7. UNFINISHED BUSINESS
None

8. REPORTS/COMMUNICATIO NS/INFORMATIONAL ITEMS
Michael McDowell - workshops, February 13, 15,20 2024, Stribley Park Community Center at 5:30 PM; upcoming informational session on Shape Stockton; development code efforts; attendance

9. COMMISSIONERS COMMENTS
Commissioner Boparai - attendance policy
Vice - Chair Nathaniel - planning commission academy

10. ADJOURNMENT - 6:51 PM
��
Michael McDowell
Assistant Director, Community Development
Department
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MINUTES

PLANNING COMMISSION
MEETING OF FEBRUARY 22, 2024
425 N. El Dorado St. Stockton, CA

1. CALL TO ORDER/ROLL CALL - 5:30 PM
Roll Call

Present:

Anne Mallett
Brenda Jones
Waqar Rizvi
Greg Thompson
Gurneel Boparai
Terry Hull

2. PLEDGE TO FLAG
The Pledge of Allegiance was led by Commissioner Thompson

3. ADOPTION OF CONSENT CALENDAR

3.1 24-0086 APPROVAL OF PLANNING COMMISSION MINUTES
Legislation Text
Attachment A- 2023-10-12 Planning Commission Minutes
Attachment B -2023-10-26 Planning Commission Minutes
Approve Motion 2024-02-22-0301-01 approving filing minutes of the October 12, 2023 Planning Commission meeting
Moved by: Greg Thompson, seconded by Terry Hull.

Vote: Motion carried 5-0
Yes: Anne Mallett, Waqar Rizvi, Greg Thompson, Gurneel Boparai, and Terry Hull.

Recuse:Brenda Jones.

Approve Motion 2024-02-22-0301-02 approving filing minutes of the October 26, 2023 Planning Commission meeting
Moved by: Greg Thompson, seconded by Anne Mallett.

Vote: Motion carried 6-0
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Yes: Anne Mallett, Brenda Jones, Waqar Rizvi, Greg Thompson, Gurneel Boparai, and Terry Hull.

3.2 24-0045 REQUEST FOR A SECOND ONE-YEAR TIME EXTENSION FOR AN

APPROVED VESTING TENTATIVE MAP FOR TRA VIGNE WEST PROJECT SITE (APPLICATION NO. P23-0345)
Legjslation Text
Attachment A- Location, General Plan and Zoning..M.ef:2§.

Attachment B -CitY. Council Resolution
Attachment C -A1212roved Vesting Tentative Ma12
Attachment D - LAFCo Certificate
Attachment E -Planning Commission Resolution
Attachment F -Agglicant Reguest
Progosed Resolution - Recommending Aggroval
Exhibit 1 -Vesting Tentative Ma12
A1212roved Resolution 2024-02-22-0302
Approve Resolution 2024-02-22-0302 approving a second one-year time extension for the Tra Vigne West Vesting Tentative Map.

Moved by: Anne Mallett, seconded by Greg Thompson.

Vote: Motion carried 6-0
Yes: Anne Mallett, Brenda Jones, Waqar Rizvi, Greg Thompson, Gurneel Boparai, and Terry Hull.

3.3 24-0064 REQUEST FOR A SECOND ONE-YEAR TIME EXTENSION FOR AN

APPROVED VESTING TENTATIVE MAP FOR TRA VIGNE EAS T PROJECT SITE (APPLICATION NO. P24-0010)
Legislation Text
Attachment A -Location. General Plan and Zoning Mat:2§.

Attachment B - CitY. Council Resolution
Attachment C -A1212roved Vesting Tentatjve Ma12
Attachment D -LAFCo Certificate
Attachment E -Planning Commission Resolutjon
Attachment F -A1212licant Reguest
Progosed Resolution - Recommending AP-Qroval
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Exhibit 1 - A1212roved Vesting Tentative Mar:2
�1212roved Resolution 2024-02-22-0303
Approve Resolution 2024-02-22-0303 approving a second one-year time extension for the Tra Vigne East Vesting Tentative Map.

Moved by: Anne Mallett, seconded by Greg Thompson.

Vote: Motion carried 6-0
Yes: Anne Mallett, Brenda Jones, Waqar Rizvi, Greg Th ompson, Gurneel Boparai, and Terry Hull.

4. PUBLIC COMMENT
None

5. PUBLIC HEARINGS/ENVIRONMENTAL ASSESSMENTS
None

6. NEW BUSINESS
None

7. UNFINISHED BUSINESS

7.1 24-0160 2024 ELECTION OF PLANNING COMMISSION OFFICERS (CONTINUED)
Legislation Text
Attachment A - Standards and Policies No 1 - Procedural Rules Approve Motion 2024-02-22-0701-01 electing Terry Hull as Chairperson for the next 12 months, in accordance with Standards and Policies No. 1 - Procedural Rules for Conducting Planning Commission Meetings
Moved by: Gurnee! Boparai, seconded by Brenda Jones.

Vote: Motion carried 6-0
Yes: Anne Mallett, Brenda Jones, Waqar Rizvi, Greg Thompson, Gurnee! Boparai, and Terry Hull.

Approve Motion 2024-02-22-0701-02 electing Gurneel Boparai as Vice­ Chairperson for the next 12 months, in accordance with Standards and Policies No. 1 - Procedural Rules for Conducting Planning Commission Meetings Moved by: Terry Hull, seconded by Anne Mallett.
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Vote: Motion carried 6-0
Yes: Anne Mallett, Brenda Jones, Waqar Rizvi, Greg Thompson, Gurneel Boparai, and Terry Hull.

8. REPORTS/COMMUNICATIONS/INFORMATIONAL ITEMS

8.1 24-0073 PLANNING COMMISSION INFORMATIONAL ITEM ON THE STATUS

OF SHAPE STOCKTON ZONING AND HOUSING EFFORTS
Informational item only. No action taken.

Legislation Text
Attachment A - Sha12e Stockton Past WorkshoP- Materials.docx Attachment B - Sha12e Stockton U12coming Workshops,P-df Attachment C - Focus Areas Ma12.P-df
PPT-Status Of SHAPE Stockton Zoning and Housing Efforts Council Corres12ondence - Public Comments
The following persons spoke to the following item: Suzie Bowers, Tim Pryor, Selena Orihuela

8.2 24-0070 INFORMATIONAL PRESENTATION ON THE 2023 GENERAL PLAN

AND HOUSING ELEMENT ANNUAL PROGRESS REPORTS
Informational item only. No action taken.

Legislation Text
Attachment A - 2040 General Plan 2023 Annnual Progress Re12ort.docx Attachment B - 2023 Stockton Housing Annual Progress ReP.Q[t_(APR).

PPT- 2023 General Plan and Housing Element Annual Progress Re12orts

9. COMMISSIONERS COMMENTS
Commissioner Hull - thanked fellow commissioners
Commissioner Thompson - thanked Chair Rizvi, City Staff Commissioner Boparai - thanked fellow commissioners, City Staff Chair Rizvi - congratulations to new chair and vice chair; thanked city staff, fellow commissioners
Commissioner Mallet - thanked Chair Rizvi, City Staff
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10. Commissioner Jones - thanked Chair Rizvi
ADJOURNMENT - 7:07 PM
Michael McDowell
Assistant Director, Community Development
Department
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City of Stockton
Legislation Text
File #: 24-0443, Version: 1
CIVIL SERVICE/EQUAL EMPLOYMENT COMMISSION’S 2023 ANNUAL REPORT

RECOMMENDATION
Informational item only. No action is necessary.

Summary
Attached is the Civil Service/Equal Employment Commission’s 2023 Annual Report (Attachment A) signed by the Chair, Lorie Diaz-Liddicoat. The 2023 attendance report for the Commission is also attached (Attachment B). These reports are for your review and are informational only.

Attachment A - 2023 Annual Report to Council
Attachment B - 2023 Attendance Roster
City of Stockton Printed on 5/10/2024Page 1 of 1
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ATTACHMENT B

Commission Name: Civil Service/Equal Employment Commission Reporting Period (12 months prior): January 1, 2023– December 31, 2023

Description of Commission

Regular Meeting Dates & Times
Third Thursday of each month at 3:00 p.m.; Resolution CS10-014 City Hall, Second Floor
425 N. El Dorado Street, Stockton CA 95202

Attendance Summary
Number of Meetings Held: 12 January 1, 2023 – December 31, 2023 Commissioner Name Scheduled
Meetings
Meetings
Attended
Unexcused
Absences
Excused
Absences
Linda R. Vasquez 12 10 0 2
Lorie E. Diaz-Liddicoat 12 10 1 1
Christina Mambourg 12 9 1 2
Nancy Muniz 12 10 2 0
Michele L. Kimbrough 12 12 0 0
To adopt, amend or repeal rules for the Civil Service System.

To make investigation either upon complaint or upon its own motion concerning any matter touching the administration of the Civil Service System.

To act in an advisory capacity to the City Manager on problems concerning personnel administration.

As provided by rule, to hear appeals of dismissals, demotions or reductions submitted by any person in the competitive service. Prepare or cause to be prep ared a written statement of facts, findings, and recommendations on every appeal. The effect of the Commission's recommendation in case of discharge, demotion or reduction shall be final and binding upon all parties.

To make an annual report and such othe r reports as it deems desirable to the City Council covering the administration of the personnel system. 1467

ATTACHMENT B

Ethics Training Required ☒Yes / ☐No
Commissioner Name Date Completed
Linda R. Vasquez March 9, 2023
Lorie E. Diaz-Liddicoat May 9, 2023
Christina Mambourg April 7, 2023
Nancy Muniz January 26, 2023
Michele Kimbrough February 14, 2023
.

Statements of Economic Interest (Form 700) Required ☒Yes / ☐No Commissioner Name Date Filed
Linda R. Vasquez February 16, 2023
Lorie E. Diaz-Liddicoat April 1, 2023
Christina Mambourg March 6, 2023
Nancy Muniz October 11, 2022*
Michele Kimbrough January 27, 2023

*Date meets 2023 filing requirements for FPPC

2023 Commission Accomplishments and Comments
The Commission has a number of defined responsibilities as stated in the Civil Service Rules and Regulations. The Commission continues to adopt, amend and repeal rules for the Civil Service Commission, advises the City Manager on problems concerning personnel administration, hear appeals of dismissals, demotions, or reductions by any person in competitive service, investigate complaints or concerns affecting the administration of the system and provide an annual report.

Over the past year, the Commission reviewed and monitored numerous employee eligibility lists for diversity, gender, and ranking. Additionally, the Commission reviewed and adopted each department’s annual report that outlines the department’s progress in reaching equal employment goals.

The Commission did not make any changes to the Civil Service Rules during the 2023 calendar year.

The Commission continues to schedule and hold employee Appeals on an “as needed” basis. During 2023, no appeals were filed.

The Commission also continues to hold Public Hearings from time to time. One Public Hearing was held in 2023, as follows:

 To amend the classification specification for Fire Fighter Engineer for the Stockton Fire Department.
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ATTACHMENT B

The Commission would like to focus on two goals in 2024.

 Goal 1, Maintain Collaborative Efforts for Rules and Regulations:

The Commission remains committed to collaborating closely with the Human Resources Department to identify areas where rules and regulations may require revisions or updates. Our focus remains on thoroughness while maintaining efficiency, ensuring that any proposed changes serve the best interest of our workforce organization.

 Goal 2, Strengthen the Diversity and Inclusion Initiative and Encourage more Collaboration between Human Resources and Departments:

The Commission will continue to work in tandem with the Human Resources Department to develop a comprehensive diversity and inclusion strategy. By outlining specific objectives, action plans, and measurable metrics, we aim to align our workforce with the rich diversity of our city. Through constructive dialogue during annual reviews, we seek to understand the unique challenges and needs of each department in achieving its goals. The Commission will continue to encourage the collaborative efforts between Human Resources and Departments for tailored recruitment strategies that reflect the commitment to fostering an inclusive and equitable workforce environment that will enhance the recruitment efforts of each Department.
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