EXHIBIT 1
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GRANT AGREEMENT
FOR
MIRACLE MILE PUBLIC SAFETY; MAINTENANCE SUBSTATION AND
PARKING IMPROVEMENT DEVELOPMENT PROJECT
By and Between
THE CITY OF STOCKTON
a municipal corporation
and
MIRACLE MILE COMMUNITY IMPROVEMENT DISTRICT
a California 501 (c)(3) nonprofit public benefit corporation
for
ACQUISITION OF DORRIS PLACE AND BEDFORD ROAD PROPERTY
230-250 Dorris Place AND 231 Bedford Road, Stockton, CA 95210
Public Works Notice of Funding Availability (NOFA)
Miracle Mile Substation Property Acquisition [$3,100,000]
Dated as of _________________
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GRANT AGREEMENT
NOFA
Miracle Mile Substation Property Acquisition
This Grant Agreement (the “Agreement ”) is entered into as of, _____________ _____, 2024 (the “Effective Date”), by and bet ween the City of Sto ckton, a municipal corporation (the “City”), and Miracle Mile Community Improv ement District, a California 501 (c)(3) nonprofit public benefit corporation (the "Grantee").
RECITALS
A. City has received funding through Sectio n 19.561, subdivision (g)(46) of the Budget Act of 2013 (the Act) in the amount $3,100,000 (the Act Funding) from the State General Fund for redevelopment on the Mira cle Mile: Public Safety/ Maintenance Substation / Parking.
B. The Grantee intends to purchase land located at 230-250 Do rris Place and 231 Bedford Road, Stockton, CA 95210, more particularly described in the attached Exhibit A (the "Property"). Grantee intends to develop the Property into a Miracle Mile Maintenance Substation. Grantee will also perform ot her public safety, maintenance and parking improvements in support of the Miracle Mile Im provement District’s (“District”) goals in the area (“Development").
C. City wishes to grant, and Grantee wishes to accept, Three Million One Hundred Thousand Dollars ($3,100,000) of designated Funds (the “Act Funding”) for eligible expenses to acquire and develop the Property and complete other approved grant funding improvements.
D. Through this Agreement, t he City is imposing restrictions on the Development.
F. As more fully set forth in Section 7.17 , this Agreement does not authorize the granting of land use approvals for the De velopment or the construction of the Development. To the extent such actions require discretionary approval by the City in accordance with applicable law, such actions may be authorized and will become possible only upon subsequent discretionary action of the City.
NOW, THEREFORE, in c onsideration of the recita ls hereof and the mutual promises and covenants set forth in this Agreement, the Parties agree as follows:
ARTICLE 1
DEFINITIONS AND EXHIBITS
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Section 1.1 Definitions. The fo llowing capitalized terms have the meanings set forth in this Section 1.1 wherever used in this Agreement unless otherwise provided:
"Agreement" shall mean this Grant Agreement between the City and the Grantee.
"Approved Financing" shall mean all the funds obtained by the Grantee and approved by the City for the purpose of financing the acquisition and other Grant funding improvements of the Development.
“Business Day” shall mean days other than Saturday, Sunday, or a Federal or State holiday.
“Act Funds” shall mean City funds received through Section 19.561, subdivision (g)(46) of the Budget Act of 2013 (the Act) in the amount $3,100,000
"City" shall mean the City of Stockt on, a charter city and municipal corporation, represented by the Cit y Manager, acting by and through the Public Works Department (“PWD”). Whenever this Agreement provides for a submission to the City or an approv al or action by the City, this Agreement refers to submission to or approval or action by the PWD Director unless otherwise indicated.
“City Council” shall mean the council of the City of Stockton. “City Manager” shall mean the City Manager of the City of Stockton. "Deed of Trust" shall mean the Perf ormance Deed of Trust that will encumber the Development to secure Grantee's real property obligations under this Agreement.
"Default" shall have the meaning set forth in Section 6.1 below. "Development" shall mean t he Grantee's interest in the Property and any improvements developed on the Property.
“Effective Date” means the date of this agreement as first written above. "Improvements" shall mean Improv ements needed to remodel and/or improve the property at 230-250 Dorris Place and 231 Bedford Road, and other approved grant funded improvements.
“Grant Amount” shall mean $3,100,000.
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"Grant Documents" shall mean this Agreement, the Deed of Trust, and all documents required to be executed by the Grantee in connection with the transactions contemplated by this Agreement.
“Miracle Mile Improvement Distric t” shall mean the Community Improvement District formed in the City of Stockton pursuant to Stockton Municipal Code Chapter 3.96.
“Owners’ Association” shall mean the owners’ association for the Miracle Mile Improvement District formed pur suant to Stockton Municipal Code Chapter 3.96.
"Parties" shall mean the City and Grantee, collectively. "Party" shall mean the City or Grantee, individually.
“Term" shall mean the term of this Agreement, which shall consist of the period commencing as of the Effective Date and expiring on the earlier of:
(1) Fifty-five (55) years from the dat e of the issuance of the occupancy permit for the Development
"Transfer" shall have the meaning set forth in Section 4.11 below.
Section 1.2 Exhibits. The followi ng exhibits are attached to this Agreement and incorporated into this Agreement by this reference:
Exhibit A: Legal Description of the Property
Exhibit B: Acquisiti on and Development Budget
Exhibit C: Insurance Requirements
ARTICLE 2
GRANT PROVISIONS
Section 2.1 Grant. Subject to satisf action of the conditions set forth in Section 2.4, the City shall grant to the Grantee the sum of not to exceed $3,100,000 for the purposes set forth in Section 2.2 of this Agreement.
Section 2.2 Use of Funds. The Gr antee shall use the Grant funds to acquire the Property, renovate, improve and maintain the Property for purposes of a Miracle Mile Maintenance Substation, and perform public safety and parking improvements consistent with Exhibit B. The Grantee shall not use the Grant funds for any other purpose without the prior written consent of the City.
Section 2.3 Security.
(a) Grantee shall secure its obligation to fulfill all obli gations of this Agreement by executing and recording against the Property the Deed of Trust.
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Section 2.4 Conditions Precedent to Property Acquisition Disbursement.
The City will disburse the Grant funds into an escrow that has been established with the title company that is facilitating the sale of the Property (the “Title Company”).
The City will not be obligated to disburse t he Grant funds into escrow with the Title Company or take any other action under the Grant Do cuments unless the following conditions precedent are satisfied prior to such disbursement of the Grant:
(a) The seller of the Property has deposited a deed in escrow transferring fee title to the Property to Grantee.
(b) There exists no Default which has occurred and is continuing at the time the disbursement is to be made, and no act, failure, omission, or condition has occurred and is continuing at the time the disbursement is to be made that would constitute an Event of Default under this Agreement.
(c) The Grantee has executed and deliv ered to the City all documents, instruments, and policies required under the Grant Documents. (d) The Grantee has furnished the City with evidence of the insurance coverage meeting the requirements of Section 4.11 below. (e) The Grantee or Title Company has delivered to City, to City’s reasonable satisfaction, a detailed settlement statement for the Property, including identification of the seller and buyer.
(f) The Grantee has provided the Cit y a written draw request with instructions for wiring the Grant funds into escrow.
Notwithstanding any other pr ovisions of this Agreement, the City shall have no further obligation to disburse any portion of the Grant to the Gr antee following: (i) termination of this Agreement; or (ii) notificat ion by the City to the Grantee of a Default under the terms of this Agreem ent until such time as the Default is cured. Funding disbursements for other non-acquisition improvements are covered under Article 3.
ARTICLE 3
DISBURSEMENT AND CONSTRUCTION OF THE
DEVELOPMENT
Section 3.1 Disbursement of Funding . Disbursement of Funds are on a reimbursement basis. The City shall not be obligated to make any disbursements of the Funds or take any other action under t he Grant Documents unless the following conditions precedent are satisfied prior to each such disbursement of the Funds (a) Developer has satisfied the oblig ations stated in Section 2.4 (b) – (d);
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(b) The Developer has complied with all reporting requirements set forth in this Agreement;
(c) The City has received a writt en request for reimbursement from the Developer, including certification that the condition set forth in Section 3.1(a) continues to be satisfied, and setting forth the proposed uses of funds consistent with the Approved Development Budget, the amount of funds needed, and, where applicable, a copy of the bill or invoice covering a cost incurred or to be incurred.
Developer shall apply the disbursement for the purpose(s) requested. The City shall exercise best efforts to disburse funds within thirty (30) days of receipt of the draw request and satisfaction of applicable disbursement preconditions; and Notwithstanding any other provisi ons of this Agreement, the City shall have no further obligation to disburse any portion of the Grant to the Developer following: (i) termination of this Agreement; or (ii) notification by the City to the Developer of a Default under the terms of this Agreement until such time as the Default is cured.
Section 3.2 Completion of Constructi on/Rehabilitation. Grantee shall diligently pursue construction of Grantee’s proposed improvements in Exhibit B. Grantee shall provide City with a schedule of completi on for improvement el ements in sufficient detail and update the same at a mu tually agreed interval. Work shall be performed in accordance with the plans and s pecifications approved by the City, if required, and/or follow Stockton Municipal Code, or other established approval requirement. Completion of work shall be evidenced by the City’s Building and inspection Division notice of completion.
Section 3.3 Development Pursuant to Plans and laws; Prevailing Wages.
(a) Grantee shall develop the Develo pment in conformance with the plans and specifications approved by the City, subject to any approved change orders.
Grantee shall notify the City in a timely manner of any material changes in the work required to be performed under this Agreement, including any material additions, changes, or deletions to the Scope of Work approved by the City. A written change order authorized by the City must be obtained before any of the following changes, additions, or deletions in work for the Development: (1) any change in the work the cost of which exceeds One Hundred Thousand Dollars ($100,000); or (2) any set of changes in the work the cost of which cumulatively exceeds Two Hundred Thousand Dollars ($200,000); or (3) any material change in building materials or equipment, specifications, as provided for in the Acquisition and Development Budget (Exhibit B) approved by the City. Consent to any additions, changes, or deletions to the work shall not relieve or release Grantee from any other obligations under this Agreement. City shall utilize best efforts to approve or disapprove change orders within five (5) working days of receipt of a request for approval. City shall not unreasonably withhold approval of change order(s).
(b) Grantee shall cause all work performed in connection with the Development to be performed in compliance with (i) all applicable laws, ordinances, rules, and regulations of federal, state, City, or municipal governments or agencies now EXHIBIT 1
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in force or that may be enacted hereafter; (ii) the prevailing wage provisions of the federal Davis-Bacon Act and implementing rules and regul ations to the extent applicable, (iii) the prevailing wages provision and related requirements of California Labor Code section 1720 and 1777.5 et seq. to the ex tent applicable, (, rules and regulations of any fire marshal, health officer, building inspector, or other officers of every governmental agency now having or hereafter acquiring jurisdicti on. The work shall proceed only after procurement of each permit, license, or other authorization that may be required by any governmental agency having jurisdiction, and Grantee shall be responsible for the procurement and maintenance thereof, as ma y be required of Grantee and all entities engaged in work on the Development.
(c) Grantee shall indemnify, hold harmless, and defend (with counsel reasonably acceptable to the City) th e City against any claim for damages, compensation, fines, penalties or other amount s arising out of the failure or alleged failure of any person or entity (including Grant ee, its contractor, and subcontractors) to pay prevailing wages as determined pursuant to Labor Code sections 1720 et seq., to employ apprentices pursuant to Labor Code sections 1777.5 et seq., and implementing regulations or comply with the other applicable provisions of Labor Code sections 1720 et seq., 1777.5 et seq., and implementing regul ations of the Depart ment of Industrial Relations in connection with the construction of the Development or any other work undertaken or in connection with the Property. This Section 3.5(c) shall survive the expiration of the Term and reconveyance of the Deed of Trust.
Section 3.4 Equal Opportunity. During the development of the Development, there shall be no discrimination on the basis of race, color, creed, religion, age, gender, gender identity, sexual orientation, marital status, national origin, ancestry, or disability in the hiring, firing, promot ing, or demoting of any person engaged in the construction work.
Section 3.5 Progress Report. Until su ch time as Grantee has completed construction of the Developm ent, Grantee shall provide t he City with quarterly progress reports regarding the status of the construction of the Development.
Section 3.6 Construction Responsibilities.
It shall be the responsibility of Grantee to coordinate and schedule the work to be performed so that commencement and completion of construction will take place in accordance with this Agreement. Grantee shall also coordinate with any applicable City projects in the area as required.
(a) Grantee shall be solely responsib le for all aspects of Grantee's conduct in connection with the Development, including (but not limited to) the quality and suitability of the plans and s pecifications, the supervision of construction work, and the qualifications, financial condition, and perfo rmance of all architects, engineers, contractors, subcontractors, suppliers, consultants, and property managers. Any review or inspection undertaken by the City with reference to the Development is solely for the purpose of determining whether Grantee is properly dischargi ng its obligations to the City and should not be relied upon by Grantee or by any third parties as a warranty or EXHIBIT 1
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representation by the City as to the quality of the desi gn or construction of the Development.
Section 3.7 Mechanics Liens, Stop No tices, and Notices of Completion.
(a) If any claim of lien is filed aga inst the Property or a stop notice affecting the Grant is served on the City or any other lender or other third parties in connection with the Development, then Grantee shall, within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the City a surety bond in sufficient form and amount, or provide the City with other assurance satisfactory to the City that the claim of lien or stop notice will be paid or discharged.
(b) If Grantee fails to discharge any lien, encumbrance, charge, or claim in the manner required in this Section, then in addition to any other right or remedy, the City may (but shall be under no obligation to) discharge such lien, encumbrance, charge, or claim at Grantee's expense. Alternately, the City may require Grantee to immediately deposit with the City the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. The City may use such a deposit to satisfy any claim or lien that is adversely determined against Grantee.
(c) Grantee shall file a valid notice of cessation or notice of completion upon cessation of development on the Development for a continuous period of thirty (30) days or more and take all other reasonable steps to forestall the assertion of claims of lien against the Property. Gr antee authorizes the City, but without any obligation, to record any notices of completion or cessati on of labor, or any othe r notice that the City deems reasonably necessary or desirable to protect its interest in the Development and Property.
Section 3.8 Inspection. Subject to the rights of tenants, if any, Grantee shall permit and facilitate, and shall require its contractors to permit and facilitate, observation and inspection at the Developm ent by the City and by public authorities during reasonable business hours, upon at least seventy-two (72) hours' advance notice, for the purposes of determining compliance with this Agreement.
ARTICLE 4
GRANT REQUIREMENTS
Section 4.1 Applicability. The Grant ee shall comply with this Article 4 throughout the Term.
Section 4.2 Information. Grant ee shall provide any information reasonably requested by the City in connection with the Development.
Section 4.3 Records.
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(a) Grantee shall maintain comple te, accurate, and current records pertaining to the Development for a period of five (5) years after the creation of such records and shall permit any duly authorized r epresentative of the City to inspect and copy records upon seventy-two (72) hours’ not ice. Such records shall include all invoices, receipts, and other documents relat ed to expenditures from the Grant funds.
Records must be kept accurate and current.
(b) The City shall notify Grantee of any records it deems insufficient.
Grantee shall have twenty-one (21) calendar days after the re ceipt of such a notice to correct any deficiency in the records specified by the City in such notice, or if a period longer than twenty-one (21) calendar days is reasonably necessary to correct the deficiency, then Grantee shall begin to co rrect the deficiency within twenty-one (21) calendar days and correct the deficiency as soon as reasonably possible.
Section 4.4 Audits. Grantee shall make available for examination at reasonable intervals and upon seventy-two ( 72) hours’ notice during normal business hours to City all books, accounts, reports, files, and other papers or property with respect to all matters covered by this Agreement , and shall permit City to audit, examine, and make excerpts or transcripts from such reco rds. In its reasonable discretion, City may make audits of any conditions relating to this Agreement.
Section 4.5 Hazardous Materials.
(a) Grantee shall keep and maintain the Property in material compliance with and shall not cause or permit the Property to be in material violation of any federal, state, or local laws, ordinances, or regulations relating to industrial hygiene or to the environmental conditions on, und er or about the Property including, but not limited to, soil and groundwater conditions. Grantee shall not use, generate, manufacture, store or dispose of on, under, or about the Property or transport to or from the Property any flammable explosives, radi oactive materials, hazardous wastes, toxic substances or related materials, including without limitation, any substances defined as or included in the definition of "hazardous substances," hazardous wastes," "hazardous materials," or "toxic substances" under any applicable federal or state laws or regulations (collectively referred to hereinafter as "H azardous Materials") except such of the foregoing as may be customarily used in the construction of projects like the Development or kept and used in and about a residential property of this type. (b) Grantee shall immediately advise the City in writing if at any time it receives written notice of (i) any and al l enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Grantee or the Property pursuant to any applicable federal, st ate or local laws, ordinances, or regulations relating to any Hazardous Material s, ("Hazardous Materials Law"); (ii) all claims made or threatened by any third party against Grantee or the Property relating to damage, contribution, cost recovery compensat ion, loss or injury resulting from any Hazardous Materials (the matters set forth in clauses (i) and (ii) above are hereinafter referred to as "Hazardous Materials Clai ms"); and (iii) Grantee's discovery of any occurrence or condition on any real property adjoi ning or in the vicinity of the Property that could cause the Property or any part thereof to be classified as "border-zone EXHIBIT 1
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property" under the provision of California Health and Safe ty Code sections 25220 et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Materials Law.
(c) The City shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys' fees in connection therewith paid by Grantee. Grantee shall indemnify and hold harmless the City and its board members, officers, employees, agents, successors and assigns from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or attributable to the use, generation, storage, release, threatened release, discharge, disposal, or presence of Hazardous Materials on, under, or about the Property including without limitation: (a) all foreseeable consequential damages; (b) the costs of any required or necessary repair, cleanup or detoxification of the Property and the preparation and implementation of any closure, remedial or other requir ed plans; and (c) all reasonable costs and expenses incurred by the City in connection with clauses (a) and (b), including but not limited to reasonable attorneys' fees. This obligation to indemnify shall survive termination of this Agreement.
(d) Without the City’s prior wri tten consent, which shall not be unreasonably withheld, Gr antee shall not take any remedial action in response to the presence of any Hazardous Materials on, under or about the Property, nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Material Claims, which remedi al action, settlement, consent decree or compromise might, in the City’s reasonable judgment, impair the value of the City’s security hereunder; provided, however, that the City’s prior c onsent shall not be necessary in the event that the presence of Hazardous Materials on, under, or about the Property either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not reasonably possible to obtain t he City’s consent before taking such action, provided that in such event Grantee shall notify the City as soon as practicable of any action so taken. The City agrees not to withhold its consent, where such consent is required hereunder, if either (i ) a particular remedial action is ordered by a court of competent jurisdiction, (ii) Grantee will or may be subjected to administrative, civil or criminal sanctions or penalties if it fails to take a required action; (iii) Grantee establishes to the reasonable satisfaction of the City that there is no reasonable alternative to such remedial action which would result in less im pairment of the City’s security hereunder; or (iv) the action has been agreed to by the City.
(e) Grantee hereby acknowledges and agr ees that (i) this Section is intended as the City’s written request fo r information (and Grantee's response) concerning the environmental condition of the Property as required by California Code of Civil Procedure section 726.5, and (ii) each representation and warranty in this Agreement (together with any indemnity obligation applic able to a breach of any such representation and warranty) with respect to the environmental condition of the Property EXHIBIT 1
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is intended by the Parties to be an "environmental provisi on" for purposes of California Code of Civil Procedure section 736.
(f) In the event that any portion of the Property is determined to be "environmentally impaired" (as that term is defined in California Code of Civil Procedure section 726.5(e)(3)) or to be an "affected parce l" (as that term is defined in California Code of Civil Procedure sect ion 726.5(e)(1)), then, without otherwise limiting or in any way affecting the City’s or the trustee's rights and remedies under the Deed of Trust, the City may elect to exercise its rights under California Code of Civil Procedure section 726.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Property and (2) exercise (a) the rights and remedies of an unsecured creditor, including reduction of its claim against the Grantee to judgment, and (b) any other rights and remedies permitted by law. For purposes of determining the City’s right to proceed as an unsecured creditor under California Code of Civil Procedure section 726.5(a), the Grantee shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure section 726.5(d)(1), if the re lease or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant, or user of any portion of the Property and the Grantee knew or should have known of the activity by such lessee, occupant, or user which caused or contributed to the release or threatened release. All costs and expenses, including (but not limited to) attorneys' fees, incurred by the City in connection with any action commenced under this paragraph, including any action required by California Code of Civil Procedure section 726.5(b) to determine the degree to which t he Property is environ mentally impaired, plus interest thereon at the lesser of ten per cent (10%) or the maximum ra te permitted by law, until paid, shall be added to the indebtedness secured by the Deed of Trust and shall be due and payable to the City upon their demand made at any time following the conclusion of such action.
Section 4.6 Main tenance and Damage.
(a) During the course of both development and operation of the Development, Grantee shall maintain the Development in good repair, reasonable wear and tear excepted. If there arises a condition in contravention of this requirement, and if Grantee has not cured such condition within thirty (30) days after receiving notice of such a condition, or such reasonable time ther eafter in the event such condition cannot reasonably be cured within 30 days, then in addition to any other rights available to the City, the City shall have the right to perform all acts nece ssary to cure such condition and to establish or enforce a lien or other encumbrance against the Property.
Section 4.7 Fees and Taxes.
Grantee shall be solely responsible for payment of all fees, assessments, taxes, charges, and levies imposed by any public authority or utility company with respect to the Property or the Development to the extent owned by Grantee and shall pay such charges prior to delinquency. However, Grantee shall not be required to pay and discharge any such charge so long as: (a) the legality thereof is being contested dilige ntly and in good faith EXHIBIT 1
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and by appropriate proceedings, and (b) if requested by the City, Grantee deposits with the City any funds or other forms of assurance that the City in good faith from time to time determines appropriate to protect the City fr om the consequences of the contest being unsuccessful.
Section 4.8 Notice of Litigation.
Grantee shall promptly notify the City in writing of any litigation materially and adversely affecting Grantee or the Property and of any claims or disputes that involve a material risk of such litigation.
Section 4.9 Mandatory Language in all Subsequent Deeds, Leases and Contracts.
All deeds, leases, or contracts entered into by the Grantee as to any portion of the Property shall contain the following language:
(a) In Deeds:
"Grantee herein covenants by and for itself, its successors and assigns that there shall be no discrimination against or segregation of a person or of a group of persons on account of race, color, religion, creed, disabi lity, sex, sexual orientation, gender identity, marital status, ancestry or national origin in the sale, lease, subl ease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the Grantee or any person claiming under or th rough the Grantee establish or permit any such practice or practices of discriminati on or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land."
(b) In Leases:
"The lessee herein covenants by and for th e lessee and lessee's heirs, personal representatives and assigns and all persons claiming under the lessee or through the lessee that his lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, religion, creed, disability, sex, sexual orientation, gender identity, marital status, ancestry or national origin in the leas ing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, nu mber, use or occupancy of tenants, lessees, sub-lessees, subtenants, or vendees in the land herein leased."
(c) In Contracts:
"There shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, creed, disability, sex, sexual orientation, gender identity, marital status, ancestry or nat ional origin in the sale, lease, sublease, EXHIBIT 1
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transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discriminati on or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, s ub-lessees, or vendees of the land."
Section 4.10 Transfer.
(a) For purposes of this Agreement, "Transfer" shall mean any sale, assignment, or transfer, whether voluntary or involuntary, of: (i) any rights and/or duties under this Agreement, and/or (ii) any interest in the Development, including (but not limited to) a fee simple interest, a joint t enancy interest, a life estate, a partnership interest, a leasehold interes t, a security interest, or an interest evidenced by a land contract by which possession of the Development is transferred and Grantee retains title.
The term "Transfer" shall exclude the follo wing (i) transfer of the Property and/or the Development to the City; (ii) the leasing of the Property to a lim ited partnership, limited liability company, or a nonprofit public benefit corporation which will own the improvements on the Property and of which the Grantee is a partner, member, owner, or affiliate; (iii) a transfer of the improvements on the property to a limited partnership, limited liability company, or a nonprofit public benefit corporation of which the Grantee is a partner, member, owner, or a ffiliate; or (v) transfer of the Property, the Development, or an ownership interest in the entity that leases the la nd and owns the Improvements on the land to Miracle Mile Community Im provement District, a California 501 (c)(3) nonprofit organization (the "Grantee"), provided that the Grant documents are assigned to such transferee and such transferee as sumes the benefits and obligations under the Grant Documents.
(b) No Transfer shall be permitted wit hout the prior written consent of the City, which the City may withhold in its sole discretion.
(c) City’s Purchase Option. Grant ee hereby grants to City the right and option, on any date prior to the expiration of the Agreement, upon written notice to the Grantee, to purchase the Property at a price of one dollar ($1.00), if, during the term of this Agreement, any of the following conditions occur:
i. Grantee desires to transfer the Property or the Development during the term of this Agreement;
ii. Bankruptcy or insolvency of the Grantee;
iii. Dissolution of or intent to dissolve the Grantee;
iv. Disestablishment, or expiration without renewal, of the District;
v. Cessation of Grantee as the Owners’ Association for the District.
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In the event any of the conditions specified in Section 4.10(c)(i)-(iii) occur, Grantee must notify the City in writing.
If City elects in writing not to exercise the option to purchase such interest, or within 60 days from receiving Grantee’s notice, where notice is required, or within 60 days of a triggering event specified in Section 4.10(c)(iv)-(v), fails to provide notice to Grantee of an intention to exercise the option to purchase, Grantee shall be free to convey or transfer such interest subject to the notice and approval requirement specified in Section 4.10(b).
Section 4.11 Insurance Requirements. Subject to approval by the City's Risk Manager of the insurers and policy forms, Grantee must obtain and maintain, or cause to be obtained and maintained, insurance and bonds as set forth in Exhibit C throughout the Term at no expense to the City.
Section 4.12 Revenue of the Property or Development. Revenue derived from the Property or Development shall be directed to the District.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF GRANTEE
Section 5.1 Representations and Warranties. The Grantee hereby represents and warrants to the City as follows:
(a) Organization. Grantee is duly or ganized, validly existing, and in good standing under the laws of the State of California and has the power and authority to own its property and carry on its business as now being conducted; (b) Authority of Grantee. Grant ee has full power and authority to execute and deliver this Agreement, the other Grant Documents, and all other documents or instruments ex ecuted and delivered, or to be executed and delivered, pursuant to this Agreement, and to perform and observe the terms and provisions of all of the above;
(c) Authority of Persons Executing Documents. This Agreement and the Grant Documents and all other documents or instrume nts executed and delivered, or to be executed and delivered, pursuant to this Agreement have been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of the Grantee, and all actions required under Grantee's organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and the Gr ant Documents and all other documents or instruments executed and deliver ed, or to be executed and de livered, pursuant to this Agreement, have been duly taken (to the extent such actions are required as of the date of execution and delivery of the above-named documents); EXHIBIT 1
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(d) Valid Binding Agreements. This Agreement and the Grant Documents and all other documents or inst ruments which have been executed and delivered pursuant to or in connection with th is Agreement constitute or, if not yet executed or delivered, will w hen so executed and delivered constitute, legal, valid and binding obligations of t he Grantee enforceable against it in accordance with their respective terms, subject to the laws affecting creditors’ rights and principles of equity; (e) No Breach of Law or Agreement. Neither the execution nor delivery of this Agreement and the Gr ant Documents or of any other documents or instruments executed and delivered, or to be executed or delivered, pursuant to this Agreement, nor the performance of any provision, condition, covenant, or other terms hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any c ourt, board, commission or agency whatsoever binding on the Grantee, or any provision of the organizational documents of the Grantee, or will conflict with or constitute a breach of or a default u nder any agreement to which the Grantee is a party or will result in the creation or imposition of any lien upon any assets or property of the Grantee, other than liens established pursuant hereto; (f) Compliance With Laws; C onsents and Approvals. The predevelopment, ownership, and development of the Property will comply in all material respects with all applicable laws, ordinances, rules, and regulations of federal, state, and local governments and agencies and with all applicable directions, rules, and regulations of the fire marshal, health o fficer, building inspector and other officers of any such government or City;
(g) [omitted]
(h) Pending Proceedings. The Grant ee is not in default under any law or regulation or under any order of any court, board, commission or city agency whatsoever, and there are no claims, acti ons, suits or proceedings pending or, to the knowledge of the Grantee, threatened against or affecting the Grantee or the Property, at law or in equity, before or by any c ourt, board, commission or agency whatsoever which might if determined adversely to the Grant ee, materially affect the security to be given to the City pursuant hereto;
(i) Title to Property. At the time of recordation of the Deed of Trust, the Grantee will have fee interest to the Property and there will exist thereon or with respect thereto no mortgage, lien, pled ge, or other encumbrance of any character whatsoever other than those liens approved in writing by the City, liens for current real property taxes and assessments not yet due and payable, and liens in favor of the City.
ARTICLE 6
NO FAULT TERMINATION, DEFAULT AND REMEDIES
Section 6.1 No Fault Termination and Default.
No Fault Termination. The following shall constitute a "Non-Default Basis for Termination" by City under this Agreement”.
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(a) Failure to Execute. Funding pr ovided to Grantee is fixed and based on Grantee’s proposed improvements and costs attached hereto as Exhibit B. Any unused funds will be returned to the City and be used for improvements along the Miracle Mile Corridor. In the event Grantee cannot fulfill any of Grantee’s obligations as part of the Development, and City and Grantee do not mutually agree to an amendment to the Grant Agreement, then City and Grantee will execute any documents reasonably required by City and Grantee to terminate the Grant Documents and Grantee will transfer Grantee’s ownership rights with respect to the Property to the City.
Default. The following shall constitute a "Default by Grantee under this Agreement”.
(b) Failure to Complete Constr uction . Subject to Section 7.16, failure of Grantee to satisfy obligations of this Grant Agreement or secure approvals from City, and such failure having continued uncured for th irty (30) days after receipt of written notice thereof from the City to the Grantee, or, if the breach cannot be cured within thirty (30) days, Grantee shall not be in breach so long as Grantee is diligently undertaking to cure such breach and such breach is cured within ninety (90) days; provided, however, that if a different period or notice requirement is specified under any other section of this Article 6, the specific provisions shall control.
(c) Breach of Covenants. Failure by Grantee to duly perform, comply with, or observe any of t he conditions, terms, or cov enants of any of the Grant Documents, and such failure having continued uncured for thirty (30) days after receipt of written notice thereof from the City to the Grantee, or, if the breach cannot be cured within thirty (30) days, Grantee shall not be in breach so long as Grantee is diligently undertaking to cure such breach and such breach is cured within ninety (90) days; provided, however, that if a different period or notice requirement is specified under any other section of this Article 6, the specific provisions shall control. (d) Insolvency. A court having juri sdiction shall have made or entered any decree or order: (i) adjudging Grantee to be bankrupt or insolvent, (ii) approving as properly filed a petition seek ing reorganization of Grantee or seeking any arrangement for Grantee under the bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction, (iii) appointing a receiver, trustee, liquidator, or assignee of Grantee in bankr uptcy or insolvency or for any of their properties, or (iv) directing the winding up or liquidation of Grantee, if any such decree or order described in clauses (i) to (iv), inclusive, shall have continued unstayed or undischarged for a period of ninety (90) days; or Grantee shall have admitted in writing its inability to pay its debts as they fall due or shall have voluntarily submitted to or filed a petition seeking any decree or order of the nature descri bed in clauses (i) to (iv), inclusive.
(e) Assignment; Attachment. Grantee shall have assigned its assets for the benefit of its creditors or suffered a sequestration or attachment of or execution on any substantial part of its property, unle ss the property so assigned, sequestered, attached or executed upon shall have been returned or released within ninety (90) days EXHIBIT 1
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after such event or, if sooner, prior to sale pursuant to su ch sequestration, attachment, or execution.
(f) Suspension; Termination. Gr antee shall have voluntarily suspended its business or, if Grantee is a partnership, t he partnership shall have been dissolved or terminated, other than a technica l termination of the partnership for tax purposes.
(g) Liens on Property. There shall be no additional filed claims of liens (other than liens approved in writing by City) against the Property or any part thereof; (h) Unauthorized Transfer. Any Tran sfer other than as permitted by Section 4.10.
(i) Representation or Warranty Inco rrect. Any Grantee representation or warranty contained in this Agreement, or in any application, financial statement, certificate, or report submi tted to City in connection with any of the Grant Documents, proving to have been incorrect in any material adverse respect when made. \ Section 6.2 Remedies. The occurrence of any Default hereunder following the expiration of all applicable notice and cure periods will, either at the option of the City or automatically where so specified, relieve the City of any obligation to make or continue the Grant and shall give the City the right to proceed with any and all remedies permitted under law and equity, and/or as set forth in this Agreement and the Grant Documents, including but not limited to the following:
(a) Return of Grant Funds. City ma y demand the immediate return of any previously disbursed Grant funds that have been claimed or expended by Grantee, together with interest thereon at the lesser of the maximum rate permitted by law or ten percent (10%) per annum; and
(b) Specific Performance. The Cit y shall have the right to mandamus or other suits, action or proc eeding at law or in equity to require Grantee to perform its obligations and covenants under th e Grant Documents or to enj oin acts on things that may be unlawful or in violation of the provisions of the Grant Documents; and (c) Right to Cure at Grantee's Expen se. The City shall have the right (but not the obligation) to cure any monetary default by Grantee under a loan related to the Development. The Grantee agrees to reimburse the City for any funds advanced by the City to cure a monetary default by Grantee upon demand theref ore, together with interest thereon at the lesser of the maximum rate permitted by law or ten percent (10%) per annum from the date of expenditure until the date of reimbursement.
Section 6.3 Right of Contest. Grant ee shall have the right to contest in good faith any claim, demand, levy, or assessment the assertion of which would constitute a Default hereunder. Any such contest shall be prosecuted diligently and, in a manner, unprejudicial to the City or the rights of lenders hereunder.
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Section 6.4 Remedies Cumulative. No right, power, or remedy given to the City by the terms of this Agreement or the other Grant Documents is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to the City by the terms of any such instrument, or by any statute or otherwise against Grantee and any other person. Neither the failure nor any delay on the part of the Grantee to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the Grantee of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy.
ARTICLE 7
GENERAL PROVISIONS
Section 7.1 Relationship of Parties. Nothing contained in this Agreement shall be interpreted or understood by either of the Parties, or by any third persons, as creating the relationship of employer and employee, prin cipal and agent, limited or general partnership, or joint venture between the City and the Gran tee or the Grantee's agents, employees or contra ctors, and the Grantee shall at all times be deemed an independent contractor and shall be wholly responsible for the manner in which it or its agents, or both, perform the services required of it by the terms of this Agreement for the development of the Developm ent. Grantee has and retains th e right to exercise full control of employment, direction, compensation, and discharge of all persons assisting in the performance of services under the Agr eement. In regard to the purchase of the Property and development and operation of the Development, the Grantee shall be solely responsible for all matters relating to the payment of its employees, including compliance with Social Security, withhold ing, and all other laws and regulations governing such matters, and shall include requirements in each contract that contractors shall be solely responsible for similar matters relating to their employees. The Grantee agrees to be solely responsible for its own acts and those of its agents and employees.
Section 7.2 No Claims. Nothing contained in this Agreement shall create or justify any claim against the City, by any person the Grantee ma y have employed or with whom the Grantee may have contracted re lative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the development of the Developm ent, or the operation of the Development, and the Grantee shall include similar requirement s in any contracts ent ered into for the development of the Development or the operation of the Development.
Section 7.3 Amendments. No alteration or variation of the terms of this Agreement shall be valid unless made in writing by the Parties.
Section 7.4 Entire Understanding of the Parties. The Grant Documents constitute the entire understanding and agreement of the Parties with respect to the Grant.
Section 7.5 Indemnification. To t he fullest extent permitted by law, Grantee shall hold harmless, defend, and indemni fy the City and its officers, officials, EXHIBIT 1
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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 the purchase of the Property, the development, construction, marketing, and operation of the Development, or the failure to comply with any of the Grantee obligations under the Grant Documents, except such loss or damage which was caused by the sole negligence or willful misconduct of the City. This obligation is independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this Agreement. The provisions of this Section 7.5 shall survive the expiration of the Term and the reconveyance of the Deed of Trust.
Section 7.6 Non-Liability of City and City Officials, Employees and Agents.
No officer, official, employee, volunteer, or agent of the City shall be personally liable to the Grantee, or any successor in interest, in the event of any Default or breach by the City, or for any amount which may become due to the Grantee or its successor or on any obligation under the terms of this Agreement.
Section 7.7 No Third-Party Beneficiari es. There shall be no third-party beneficiaries to this Agreement.
Section 7.8 Action by the City. Exc ept as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent, request, extension of time, waiver of condition, termination, or other action by the City is required or permitted under this Agreement, such action may be given, made, or taken by the City Manager or City’s Public Works Director without further approval by the City Council and any such action shall be in writing. Any consents or approvals required under this Agreement shall not be unreasonably withhe ld or made. The City Manager and City’s Public Works Director are also hereby authorized to approve, on behalf of the City, requests by Grantee for reasonable extensions of time deadlines t hat may pertain to this Agreement. The amount of the Grant may not be increased without the approval of the City Council.
Section 7.9 Conflict of Interest.
(a) Except for approved eligible admin istrative or personnel costs, no person described in Section 7.9(b) below who exercises or has exercised any functions or responsibilities with respect to the activities funded pursuant to this Agreement or who is in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any cont ract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during, or at any ti me after, such person's tenure. The Grantee shall exercise due diligence to ensure that t he prohibition in this Section 7.9(a) is followed.
(b) The conflict-of-interest provisi ons of Section 7.9(a) above apply to any person who is an employee, agent, consul tant, officer, or any immediate family member of such person, or any elected or appointed official of the City, or any person related within the third (3rd) degree of such person.
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Section 7.10 Waivers. Any waiver by the City of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure by the City to take action on any breach or default of the Grantee or to pursue any remedy allowed under this Agreement or applicable law. Any extens ion of time granted to the Grantee to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by the City to any act or omission by the Grantee s hall not be construed to be a consent to any other or subsequent act or omission or to waive the r equirement for the City's written consent to future waivers.
Section 7.11 Notices, Demands and Co mmunications. Formal notices, demands, and communications between the City and the Grantee shall be sufficiently given if and shall not be deemed given unless dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered by express delivery service, return receipt requested, or delivered personally with a delivery receipt, to the principal office of the City and the Grantee as follows:
City: City of Stockton Public Works Department
22 E. Weber Avenue, Room 301
Stockton, CA 95202-2326
Attn: Public Works Director
With copies to: Office of the City Attorney
425 North El Dorado Street
Stockton, CA 95202
Grantee: Miracle Mile Community Improvement District
221 Tuxedo Court, Suite B
PO Box 4016
Stockton, CA 95204
Attn: Executive Director
Such written notices, demands, and communications may be sent in the same manner to such other addresses as the af fected party may from time to time designate by mail as provided in this Section. Receipt shall be deemed to have occurred on the date shown on a written receipt as the date of delivery or refusal of delivery (or attempted delivery if undeliverable).
Section 7.12 Applicable Law. This Agreement will be governed by California law.
Section 7.13 Parties Bound. Exc ept as otherwise limited herein, the provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their heirs, executors, administrators, legal representatives, successors and assigns.
This Agreement is intended to run with the land and shall bind Grantee and its successors and assigns in the Property and the Devel opment for the entire Term, and the benefit hereof shall inure to the benefit of the City and their respective successors and assigns.
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Section 7.14 Attorneys' Fees. If an y lawsuit is commenced to enforce any of the terms of this Agreem ent, the prevailing par ty will have the right to recover its reasonable attorneys' fees and costs of suit from the other party.
Section 7.15 Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid, vo id or unenforceable, t he remainder of the provisions shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abr idged by such invalidation, voiding or unenforceability.
Section 7.16 Force Majeure. In additi on to specific provisions of this Agreement, performance by either Party s hall not be deemed to be in default where delays or defaults are due to war; insurrect ion; strikes; lock-outs; riots; floods; earthquakes; fires; quarantine restrictions; public health emergency, pandemic, epidemic, freight embargoes; lack of transportation; or court order; or any other similar causes (other than lack of funds of Grantee or Grantee's i nability to finance the construction of the Development) beyond the control or without the fault of the Party claiming an extension of time to perform. An extension of time for any cause will be deem ed granted if notice by the Party claiming such extension is sent to the other within t en (10) days from the commencement of the cause and such extension of time is not rejected in writing by the other Party within ten ( 10) days of receipt of the notice. In no event shall the City be required to agree to cumulative delays in excess of ninety (90) days.
Section 7.17 Future City Actions. The Parties acknowledge and agree that:
(a) This Agreement does not constitute City approval of any other financial assistance to the Grantee, land use approvals, or construction of the Development;
(b) The City retains full discretion, as provided by law, to approve or disapprove any other financial assistance to the Grantee and land use approvals; and (c) Prior to consideration of land use approvals, the City must first perform all applicable statutory preconditions to such consideration.
Section 7.18 Multiple Originals; Counterpart. This Agreement may be executed in multiple originals, each of wh ich is deemed to be an original, and may be signed in counterparts. Electronic signatures will be accepted as valid and binding on the Parties.
[SIGNATURES ON FOLLOWING PAGE]
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WHEREFORE, this Agreement has been ent ered into by the undersigned as of the Effective Date.
THE CITY:
CITY OF STOCKTON, a municipal
corporation
B y :
Harry Black, City Manager
Date: _________________
APPROVED AS TO FORM:
City Attorney
B y :
City Attorney
B y :
City Clerk
GRANTEE:
Miracle Mile Community Improvement
District, a California 501 (c)(3) nonprofit
public benefit corporation
By:
Printed name: ____________________
Title: ___________________________
Date: ___________________________
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EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
The land described herein is situated in the State of California, County of San Joaquin, City of Stockton, described as follows:
PARCEL ONE:
Lot 9 of Tract No. 2292, Hammertown Business Park, in the City of Stockton, according to the Official Map or Plat thereof filed for record September 22, 1994, in Book 32 of Maps and Plats, at Page 20, San Joaquin County Records.
A Certificate of Correction recorded March 24, 1995, as Document No. 95026301, and a Certificate of Correction recorded July 21, 1995, as Document No. 95065371, San Joaquin County Records.
APN: 094-370-09
PARCEL TWO:
Lots 13 and 14 of Tract No. 2292, Hammertown Business Park, in the City of Stockton, according to the Official Map or Plat thereof filed for record September 22, 1994, in Book 32 of Maps and Plats, at Page 20, San Joaquin County Records.
A Certificate of Correction recorded March 24, 1995, as Document No. 95026301, and a Certificate of Correction recorded July 21, 1995, as Document No. 95065371, San Joaquin County Records.
A Notice of Lot Merger recorded June 13, 2008, as Document No. 2008-098082, San Joaquin County Records.
APN: 094-370-27
EXHIBIT 1
Public Safety
Security Camera Expansion Security System Hardware, Software, Installation and Service/Warranty 165,000$
Façade/Safety Facilitator 235,000$
Pedestrian Lighting 350,000$
Subtotal 750,000$
Maintenance
Acquisition of Maintenance
Substation
Maintenace substation acquisition, improvements and
maintenance (includes single available NOFA to secure location for maintenance)
1,500,000$
Trash Receptacles Victor Stanley trash receptacle, can & installation (additional 20 cans to district for zones 2 & 3) 30,000$
Enclosed Garbage Corrals Enclosed Garbage Corrals (4), with existing corral refitted with top (1). Estimate $30,000 per corral, and $15,000 for retrofit. 135,000$ Subtotal 1,665,000$
Parking Improvements/Maintenance
Parking Microsurfacing
City of Stockto to retain funding for parking lot repair and maintenance projects (slurry seals cape seals, mirco-surfacing, overlays, pulverizaiton, and full depth reclamations with cenent) and enhanced lighting intiatives as funding will allow. Initial parking lot priority is as follows:
550,000$
1. City lot J (Dorris Place)
2. City lot G & H (Elm/Walnut)
3. City Lot F (Walnut/Alder)
4. Lot D & E (Alder/Maple)
5. Lot B (Pine/Adams)
6. Lot A, C, K Enhanced Lighting
Maintenance District maintenance projoects, including planter landscape design, backflow units, irrigations and planting. 135,000$ Subtotal $ 685,000
Total 3,100,000$
Project ID PLBP-5008(215)
Advantage ID 1024000249
2.1 Section 19.561, subdivision (g)(46) of the Budget Act of 2023 (the Act) appropriated $3,100,000 (the Funds) from the State General Fund to Caltrans, to be allocated to City for the Redevelopement on the Miracle Mile: Public Safety/Maintenance Substation/Parking.
ACQUISITION & DEVELOPMENT BUDGET
EXHIBIT B
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EXHIBIT C
INSURANCE REQUIREMENTS
MIRACLE MILE PUBLIC SAFETY; MAINTENANCE SUBSTATION AND
PARKING IMPROVEMENT PROJECT
Contractor shall procure and main
tain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurren ce” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $1,000,000 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.
Addit
ional Coverages:
Automobile Liability: ISO Form Number CA 00 01 coveri ng any auto (Code 1), or if Contractor has no owned autos, hired, (C ode 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily in jury and property damage. (Automobile insurance is required if the Contractor’s employees will be driving vehicles while in service to the City of Stockton)
Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if consultant provides written verification it has no employees)
Other Ins
urance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
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The City of Stockton, its offi cers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability ar ising out of work or operations performed by or on behalf of the Contractor in cluding materials, parts, or equipment furnished in connect ion with such work or operations. General liability coverage can be provided in the form of an endorsement to the Co ntractor’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 volunt eers.” 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 main tained 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 an y Excess or Umbrella liability policies. The City of Stockton does not ac cept 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 sh all 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 provide d 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 a pply 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 righ t to subrogation which any insurer of said Contractor may acquire agai nst the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to aff ect this waiver of subrogation, but this provision applies regardless of whether or not th e City of Stockton has recei ved a waiver of subrogation endorsement from the insurer.
EXHIBIT 1
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Self-Insured Retentions
Self-insure
d retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton. The CGL and any policies, incl uding 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 su bcontractor 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) pr ovision that limits the satisfaction of the SIR to the Named. The policy must also provide that De fense costs, including the Allocated Loss Adjustment Expenses, will satisf y the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.
Verification of Coverage
Contractor
shall furnish the City of Stockton with original certifi cates 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 listi ng all policy endorsements . All certificates and endorsements and copies of the Declarations and 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 Stoc kton reserves the right to require complete, certified copies of all requir ed insurance policies, includin g endorsements required by these specifications, at any ti me. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors.
Duration of Coverage
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CGL and Excess liability policies must be main tained and evidence of insurance must be provided for at least three (3) years after completion of the acquisition of the Property.
Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:
City of Stockton
Its Officers, Officials, Employees, and Volunteers
400 E Main St, 3
rd Floor – HR
Stockton, CA 95202
EXHIBIT 1