City Council and Concurrent Authorities
June 24, 2025

439
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

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440
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.

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441
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

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442
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

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443
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

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444
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)

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445

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

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446

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
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447
BO

ND FOR FAITHFUL PERFORMANCE
KN
OW ALL MEN BY THESE PRESENTS:

That we, ROBERT BURNS CONSTRUCTION, INC., a STATE OF CALIFORNIA CORPORATION, as Principal and
, a c orporation, organized and existing under the laws of the State of and d uly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the City of Stockton, a municipal corporation, duly created and existing under and by virtue of the laws of the State of Californi a, as obligee, in the just and full sum of FOUR HUNDRED E IGHT THOUSAND TWO HUNDRED THIRTY -TWO AND 79/100 DOLLARS ($408,232.79), in lawful money of the United States of America (being 100% of the contract price) for the payment whereof well and truly to be made to the said CITY, the said Principal and Surety bind themselves, their successors and assigns, jointly and severally, firmly by these presents.

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

L
OCAL STREET RESURFACING PROGRAM FY 2024-25
SB1 – PAVEMENT REPAIR
(PROJECT NO. WD25003)
N
OW, THEREFORE, if the above bounded Principal, CONTRACTOR, Company or
Corporation or its subcontractor, shall well and truly perform the work contracted to be done under said contract, then this obligation to be null and void; otherwise to remain in full force and effect.

No prepayment or delay in payment and no change, extension, addition or alteration of any provision of said contract, or in said plans or specifications agreed to between the said CONTRACTOR and the said CITY, and no forbearance on the part of EXHIBIT 2

448
t
he said CITY shall operate to relieve any Surety or Sureties from liability on this bond, and consent by said Surety is hereby given, and the said Surety hereby waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

S
IGNED AND SEALED on
APPR
OVED AS TO SURETY: By:

P RINCIPAL

S URETY
APPROVED AS TO FORM & CONTENT:

LORI M. ASUNCION

OFFICE OF THE CITY ATTORNEY
By:

A TTORNEY-IN-FACT
By:

DEPUTY CI TY ATTORNEY
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449
BO

ND FOR LABOR AND MATERIAL
KN
OW ALL MEN BY THESE PRESENTS:

That we, ROBERT BURNS CONSTRUCTION, INC., a STATE OF CALIFORNIA CORPORATION, as Principal and , corporation,
organized and existing under the laws of the State of and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the City of Stockton, a municipal corporation, duly created and existing under and by virtue of the laws of the State of California, and unto any and all material suppliers, persons, companies, or corporations furnishing materials, provisions, provender or other supplies used in, upon, for or about the performance of the work contemplated to be executed or performed under the contract hereinafter mentioned, and all persons, companies, or corporations renting or hiring teams, or implements of machinery, for or contributing to said work and all persons who perform work or labor upon the same, and all persons who supply both work and materials, and whose claims have not been paid by the contractor, company or corporation in the just and full sum of FOUR HUNDRED EIGHT THOUSAND TWO HUNDRED THIRTY -TWO AND 79/100 DOLLARS ($408,232.79), in lawful money of the United States of America (being 100% of the contract price) for the payment whereof well and truly to be made to said CITY and to said persons jointly and severally, the said principal and Surety bind themselves, their successors and assigns, jointly and severally, firmly by these presents.

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

L
OCAL STREET RESURFACING PROGRAM FY 2024-25
SB1 – PAVEMENT REPAIR
(PROJECT NO. WD25003)
N
OW, THEREFORE, if the above bounden Principal, CONTRACTOR, Company or Corporation or its subcontractor, fail to pay for all materials, provisions, provender, or other supplies, or teams, used in, upon, for or about the performance of the work EXHIBIT 2

450
contr
acted to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same, in an amount not exceeding the sum specified in this bond, provided that any and all claims hereunder shall be filed and proceedings had in connection therewith as required by the provisions of Division 3, Part 4, Title 15, Chapter 5, Article 1 of the Civil Code of California, provided that in case suit is brought upon this bond, a reasonable attorney's fee shall be awarded by the Court to the prevailing party in said suit; said attorney's fee to be fixed as costs in said suit, and to be included in the judgment therein rendered.

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

SIGNED AND SEALED on .

APPROVED
AS TO SURETY: By:

PRINCI PAL

SURET Y
APPROVED AS TO FORM & CONTENT:

LORI M. ASUNCION

OFFICE OF THE CITY ATTORNEY
By:

ATT ORNEY-IN-FACT
By:

DEPUTY CITY ATTORNEY
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451
City of Stockton
Legislation Text
File #: 25-0581, Version: 1

ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO PROCURE GENERAL LIABILITY COVERAGE FOR THE CITY OF STOCKTON, EXCEEDING THE CITY MANAGER’S SIGNING AUTHORITY UP TO A MAXIMUM OF $14,000,000 FOR THE POLICY PERIOD OF THE 2025/2026 FISCAL YEAR.

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

1. Approve findings that justify and support an exception to the competitive bidding process pursuant to Stockton Municipal Code 3.68.070(A)(5), for cooperative purchasing agreements;

2. Authorize the City to expand participation in a Joint Powers Agreement with PRISM (Attachment A), without limitation, allowing the City of Stockton to participate in the General Liability program;

3. Authorize the City Manager to execute the Memoranda of Understanding for the General Liability program, and

4. Authorize the City Manager to procure General Liability coverage on behalf of the City of Stockton (City), in an amount exceeding the City Manager’s standard signing authority in an amount up to a maximum of $14,000,000 for the policy period of the 2025/2026 fiscal year.

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
Risk Pools are Joint Powers Authorities (JPA) formed by public entities to pool their funds and obtain Excess (Stop Loss) coverage for members. CJPRMA is a smaller Risk Pool and more sensitive to losses from its larger members, the City being one of those larger members. The CJPRMA Board of Directors voted to expel the City from their Risk Pool, leaving the City without General Liability coverage when the policy expires on June 30, 2025. On June 18, 2025, Public Risk Innovation Solutions Management (PRISM) voted to accept the City to participate in their General Liability (GL2) program. PRISM is still out to market on behalf of the City and GL2 coverage is not yet secured. Staff anticipates the GL2 coverage will be obtained and secured for a July 1, 2025, date to ensure no lapse in coverage.

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DISCUSSION
Background
The City has been self-insured since 1979, covering the cost of smaller claims out of the general fund, and purchasing Excess (Stop Loss) coverage through CJPRMA and PRISM for larger claims.

The City passed a resolution to become a member of CJPRMA on April 8, 1986. Due to current trends such as “social inflation”, an increasing litigious society, nuclear verdicts, and reptile theory tactics, the City’s severity and frequency of losses has exceeded CJPRMA’s loss ratio threshold of 100% for three (3) years in a row. The loss ratio measures the relationship between the total losses to premiums. When the loss ratio is over 100% it indicates the risk pool is paying out more in losses than it is gaining in premiums. In other words, the losses are directly impacting the pool’s financial stability and its other eighteen (18) public entity members. CJPRMA Board Policy required that the City be recommended for expulsion based on this continuing loss ratio. CJPRMA’s Board voted to expel the City effective June 30, 2025.

Present Situation
On August 15, 2024, CJPRMA’s Board unanimously voted to expel the City effective June 30, 2025.

However, as of the date of this council meeting, the City has been approved by Public Risk Innovation Solutions Management (PRISM) to participate in their General Liability (GL2) program.

PRISM is still out to market on behalf of the City and GL2 coverage is not yet secured. Essentially, PRISM is “shopping” the market for GL2 coverage on behalf of the City. Staff anticipate the GL2 coverage will be obtained and secured for a July 1, 2025, date to ensure no lapse in coverage.

Staff is also seeking alternative coverage through the market should PRISM not secure an option.

The City’s goal is to ensure there is no lapse in General Liability coverage. Staff recommend the City Manager be given authority to procure General Liability coverage for the City, exceeding the City Manager’s signing authority up to a maximum of $14,000,000 for the policy period of the 2025/2026 fiscal year.

Should the City Council approve the resolution authorizing the City Manager to procure General Liability coverage in an amount exceeding the City Manager’s signing authority in an amount up to a maximum of $14,000,000, staff will ensure there is no gap in the expiring General Liability coverage.

Primary Cyber Liability, Property, and Crime coverages will be addressed separately in another agenda item. In addition, once coverage is secured, whether it be PRISM or a different entity, the City Manager will report back to the City Council regarding any final actions taken consistent with this delegation authority.

FINANCIAL SUMMARY
Premiums for FY 24/25 from CJPRMA totaled $8,700,000 with an expected 30% or $11,300,000 increase for FY 25/26. Procuring General Liability coverage for $14,000,000 would be an additional increase of $2,700,000.

In addition, carriers may require the City to raise its Self-Insured Retention (SIR) from $1,500,000 to no less than $5,000,000, and possibly as high as $7,500,000. Based on the City’s most recent actuarial study, staff expect that this could increase retained losses by $4,000,000 to $7,000,000.

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The projected annual increase in annual premiums may be $6,700,000 to $9,700,000 million for FY 25/26. A preliminary estimate of the cost increase has been included in the proposed annual budget.

Attachment A - MOU General Liability Program 2
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JPA, PRISM Amended: June 30, 2020

Adopted: October 5, 1979
Amended: May 12, 1980
Amended: January 23, 1987
Amended: October 7, 1988
Amended: March 1993
Amended: November 18, 1996
Amended: October 4, 2005
Amended: February 28, 2006
Amended: June 30, 2020

JOINT POWERS AGREEMENT

PUBLIC RISK INNOVATION, SOLUTIONS, AND MANAGEMENT
This Agreement is executed in the State of California by and among those counties and public entities organized and existing under the Constitution of the State of California , which a re parties signatory to this Agreement. Public Risk Innovation, Solutions , and Management (referred to herein as PRISM), formerly known as CSAC Excess Insurance Authority , was formed under the sponsorship of CSAC. California counties, hereinafter called member counties, and public entities, hereinafter called member public entities, (collectively “members”) shall be listed in Appendix A, which shall be attached hereto and made a part hereof.

RECITALS
WHEREAS, Article 1, Chapter 5, Division 7, Title 1 o f the California Government Code (Section 6500 et seq.) permits two or more public agencies by agreement to exercise jointly powers common to the contracting parties; and
WHEREAS, Article 16, Section 6 of the California Constitution provides that insuran ce pooling arrangements under joint exercise of power agreements shall not be considered the giving or lending of credit as prohibited therein; and
WHEREAS, California Government Code Section 990.4 provides that a local public entity may self-insure, purchase insurance through an authorized carrier, or purchase insurance through a surplus line broker, or any combination of these; and
WHEREAS, pursuant to California Government Code Section 990.6, the cost of insurance provided by a local public entity is a proper charge against the local public entity; and WHEREAS, California Government Code Section 990.8 provides that two or more local entities may, by a joint powers agreement, provide insurance for any purpose by any one or more of the methods specified in Government Code Section 990.4 and such pooling of self -insured claims or losses is not considered insurance nor subject to regulation under the Insurance Code; and WHEREAS, the counties and public entities executing this Agreement desire to join to gether for the purpose of jointly funding and/or establishing excess and other insurance programs as determined; NOW THEREFORE, the parties agree as follows:

ARTICLE 1

DEFINITIONS
“CSAC" shall mean the County Supervisors Association of California, dba California State Association of Counties.
"Board of Directors" or "Board" shall mean the governing body of PRISM. "Claim" shall mean a claim made against a member arising out of an occurrence , which is covered by an excess or primary insurance program of PRISM in which the member is a participant.

ATTACHMENT A
455
JPA, PRISM Amended: June 30, 2020

"Executive Committee" shall mean the Executive Committee of the Board of Directors of PRISM.
"Fiscal year" shall mean that period of twelve months which is established by the Board of Directors as the fiscal year of PRISM.
"Government Code" shall mean the California Government Code. “Insurance program” or “program” shall mean a program which has been designated as a major program of PRISM under which participating members are protected against designate d losses, either through joint purchase of primary or excess insurance, pooling of self -insured claims or losses, purchased insurance or any other combination as determined by the Board of Directors. The Board of Directors, the Executive Committee , or a p rogram’s governing committee may determine applicable criteria for determining eligibility in any insurance program, as well as establishing program policies and procedures.
"Joint powers law" shall mean Article 1, Chapter 5, Division 7, Title 1 (commenc ing with Section 6500) of the Government Code.
"Loss" shall mean a liability or potential liability of a member, including litigation expenses, attorneys' fees and other costs, which is covered by an insurance program of PRISM in which the member is a participant.
"Member county" shall mean any county in the State of California which has executed this Agreement and become a member of PRISM. "Member County" shall also include those entities or other bodies set forth in Article 3 (c).
“Member Public Entity” shall mean any California public entity, which is not a California county, which has executed this Agreement, and become a member of PRISM, “Member Public Entity” shall also include those entities or other bodies set forth in Article 3(c). “Miscellaneous Program” is an insurance program of PRISM that does not involve pooling of self-insured claims or losses and may be made available to members as well as non -member public entities that are not a party to this Agreement.
"Occurrence" shall mean an event which is more fully defined in the memorandums of coverage and/or policies of an insurance program in which the participating county or participating public entity is a member.
"Participating county" shall mean any member county which has entered i nto a program offered by PRISM pursuant to Article 14 of this Agreement and has not withdrawn or been canceled therefrom pursuant to Articles 20 or 21.
“Participating public entity ” shall mean any member public entity which has entered into a program off ered by PRISM pursuant to Article 14 of this Agreement and has not withdrawn or been canceled therefrom pursuant to Articles 20 or 21.
"Self-insured retention" shall mean that portion of a loss resulting from an occurrence experienced by a member, which is retained as a liability or potential liability of the member and is not subject to payment by PRISM.
"Reinsurance" shall mean insurance purchased by PRISM as part of an insurance program to cover that portion of any loss, which exceeds the joint funding capacity of that program.

ATTACHMENT A
456
JPA, PRISM Amended: June 30, 2020

ARTICLE 2

PURPOSES
This Agreement is entered into by the member counties and member public entities in order to jointly develop and fund insurance programs as determined. Such programs may include, but are not limited to, the creation of joint insurance funds, including primary and excess insurance funds, the pooling of self -insured claims and losses, purchased insurance, including reinsurance, and the provision of necessary administrative services. Such administrative services may include, but shall not be limited to, risk management consulting, loss prevention and control, centralized loss reporting, actuarial consulting, claims adjusting, and legal defense services.

ARTICLE 3

PARTIES TO AGREEMENT
(a) There shall be two classes of membership of the parties pursuant to this Agreement consisting of one class designated as Member Counties and another class designated as Member Public Entities.
(b) Each member county and member public entity, as a party to this Agreement, certif ies that it intends to and does contract with all other members as parties to this Agreement and, with such other members as may later be added as parties to this Agreement pursuant to Article 19 as to all programs of which it is a participating member. E ach member also certifies that the removal of any party from this Agreement, pursuant to Articles 20 or 21, shall not affect this Agreement or the member’s obligations hereunder. (c) A member for purposes of providing insurance coverage under any program of PRISM, may contract on behalf of, and shall be deemed to include:

Any public entity as defined in Government Code § 811.2 which the member requests to be added and from the time that such request is approved by the Executive Committee of PRISM.

Any nonprofit entity, including a nonprofit public benefit corporation formed pursuant to Corporations Code §§ 5111, 5120 and, 5065, which the member requests to be added and from the time that such request is approved by the Executive Committee. (d) Any public ent ity or nonprofit so added shall be subject to and included under the member’s SIR or deductible, and when so added, may be subject to such other terms and conditions as determined by the Executive Committee. (e) Such public entity or nonprofit shall not be co nsidered a separate party to this Agreement. Any public entity or nonprofit so added, shall not affect the member’s representation on the Board of Directors and shall be considered part of and represented by the member for all purposes under this Agreement.
(f) The Executive Committee shall establish guidelines for approval of any public entity or nonprofit so added in accordance with Article 3(c) and (d). (g) Should any conflict arise between the provisions of this Article and any applicable Memorandum of Coverage or other document evidencing coverage, such Memorandum of Coverage or other document evidencing coverage shall prevail.

ARTICLE 4
TERM
This Agreement shall continue in effect until terminated as provided herein.

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JPA, PRISM Amended: June 30, 2020

ARTICLE 5

CREATION OF PRISM
Pursuant to the joint powers law, there is hereby created a public entity separate and apart from the parties hereto, to be known as Public Risk Innovation, Solutions , and Management (“PRISM”), with such powers as are hereinafter set forth.

ARTICLE 6

POWERS OF PRISM
PRISM shall have all of the powers common to General Law counties in California , such as Alpine County and all additional powers set forth in the joint powers law, and is hereby authorized to do all acts necessary for the exercise of said po wers. Such powers include, but are not limited to, the following:
(a) To make and enter into contracts.
(b) To incur debts, liabilities, and obligations.
(c) To acquire, hold, or dispose of property, contributions and donations of property, funds, services, and ot her forms of assistance from persons, firms, corporations, and government entities.
(d) To sue and be sued in its own name, and to settle any claim against it. (e) To receive and use contributions and advances from members as provided in Government Code Section 6504, including contributions or advances of personnel, equipment, or property.
(f) To invest any money in its treasury that is not required for its immediate necessities, pursuant to Government Code Section 6509.5.
(g) To allow non -member public entities and non-member counties to participate in Miscellaneous Programs and for risk management services to be provided to non- member counties and non-member public entities including out -of-state participants in a PRISM program.
(h) To carry out all provisions of this Agreement.

Said powers shall be exercised pursuant to the terms hereof and in the manner provided by law.

ARTICLE 7

BOARD OF DIRECTORS
PRISM shall be governed by the Board of Directors, which shall be composed as follows:
(a) One director from each member county, appointed by the member county board of supervisors and serving at the pleasure of that body. Each member county board of supervisors shall also appoint an alternate director who shall have the authority to attend, participate in and vote at any meeting of the Board of Directors when the director is absent. A director or alternate director shall be a county supervisor, other county official, or staff person of the member county, and upon termination of office or employment with the county, shall automatically terminate membership or alternate membership on the Board of Directors.
(b) Ten directors consisting of seven directors and three alternate directors chosen in the manner specified in the Bylaws from those participating as public entity mem bers. A director or alternate public entity director shall be an official, or staff person of the public

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entity member, and upon termination of office or employment with the public entity, shall automatically terminate membership or alternate membership on the Board of Directors. (c) Member county directors shall consist of a minimum of 80% of the eligible voting members on the Board of Directors. The public entity member directors shall be reduced accordingly to ensure at least 80% of the Board of Directors consists of county director members (By way of example, if the number of county members is reduced from the current 54 by member withdrawals to a level of 28, then county members would be at the 80% level, 28/35. If the county members go to 27, then the public entity members would lose one seat and would only have 6 votes).

Any vacancy in a county director or alternate director position shall be filled by the appointing county's board of supervisors, subject to the Provisions of this Article. Any vacancy in a public entity director position shall be filled by vote of the public entity members.

A majority of the membership of the Board of Directors shall constitute a quorum for the transaction of business. Each member of the Board of Directors shall have one vote.

Except as otherwise provided in this Agreement or any other duly executed agreement of the members, all actions of the Board of Directors shall require the affirmative vote of a majority of the members; provided, that any action which is restricted in effect to one of PRISM's insurance programs, shall require the affirmative vote of a majority of those Board of Directors members who represent counties and public entities participating in that program. For purposes of an insurance prog ram vote, to the extent there are public entity members participating in a program, the public entity Board of Directors members as a whole shall have a minimum of one vote. The public entity Board of Directors members may in no event cast more votes than would constitute 20% of the number of total county members in that program (subject to the one vote minimum). Should the number of public entity Board of Directors votes authorized herein be less than the number of public entity Board of Directors members at a duly noticed meeting, the public entity Board of Directors members shall decide among themselves, which Board of Directors member shall vote. Should they be unable to decide, the President of PRISM shall determine which director(s) shall vote.

ARTICLE 8

POWERS OF THE BOARD OF DIRECTORS
The Board of Directors shall have the following powers and functions:
(a) The Board of Directors shall exercise all powers and conduct all business of PRISM, either directly or by delegation to other bodies or person s unless otherwise prohibited by this Agreement, or any other duly executed agreement of the members or by law. (b) The Board of Directors may adopt such resolutions as deemed necessary in the exercise of those powers and duties set forth herein.
(c) The Board of Directors shall form an Executive Committee, as provided in Article 11.

The Board of Directors may delegate to the Executive Committee and the Executive Committee may discharge any powers or duties of the Board of Directors except adoption of PRISM's an nual budget. The powers and duties so delegated shall be specified in resolutions adopted by the Board.
(d) The Board of Directors may form, as provided in Article 12, such other committees as it deems appropriate to conduct the business of PRISM. The membe rship of any such other committee may consist in whole or in part of persons who are not members of the Board of Directors.

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JPA, PRISM Amended: June 30, 2020

(e) The Board of Directors shall elect the officers of PRISM and shall appoint or employ necessary staff in accordance with Article 13.
(f) The Board of Directors shall cause to be prepared, and shall review, modify as necessary, and adopt the annual operating budget of PRISM. Adoption of the budget may not be delegated.
(g) The Board of Directors shall develop, or cause to be developed, and shall review, modify as necessary, and adopt each insurance program of PRISM, including all provisions for reinsurance and administrative services necessary to carry out such program. (h) The Board of Directors , directly or through the Executive Committee, s hall provide for necessary services to PRISM and to members, by contract or otherwise, which may include, but shall not be limited to, risk management consulting, loss prevention and control, centralized loss reporting, actuarial consulting, claim s adjusti ng, and legal services.
(i) The Board of Directors shall provide general supervision and policy direction to the Chief Executive Officer.
(j) The Board of Directors shall receive and act upon reports of the committees and the Chief Executive Officer.
(k) The Board of Directors shall act upon each claim involving liability of PRISM, directly or by delegation of authority to the Executive Committee or other committee, body or person, provided, that the Board of Directors shall establish monetary limits upon any delegation of claims settlement authority, beyond which a proposed settlement must be referred to the Board of Directors for approval.
(l) The Board of Directors may require that PRISM review, audit, report upon, and make recommendations with regard to the safety o r claims administration functions of any member, insofar as those functions affect the liability or potential liability of PRISM. The Board of Directors may forward any or all such recommendations to the member with a request for compliance and a statement of potential consequences for noncompliance. (m) The Board of Directors shall receive, review and act upon periodic reports and audits of the funds of PRISM, as required under Articles 15 and 16 of this Agreement. (n) The Board of Directors may, upon consultat ion with a casualty actuary, declare that any funds established for any program has a surplus of funds and determine a formula to return such surplus to the participating counties and participating public entities, which have contributed, to such fund.
(o) The Board of Directors shall have such other powers and duties as are reasonably necessary to carry out the purposes of PRISM.

ARTICLE 9

MEETINGS OF THE BOARD OF DIRECTORS
(a) The Board of Directors shall hold at least one regular meeting each year and shall provide for such other regular meetings and for such special meetings as it deems necessary.
(b) The Chief Executive Officer of PRISM shall provide for the keeping of minutes of regular and special meetings of the Board of Directors, and shall provide a copy o f the minutes to each member of the Board of Directors at the next scheduled meeting. (c) All meetings of the Board of Directors, the Executive Committee and such committees as established by the Board of Directors pursuant to Article 12 herein, shall be call ed,

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noticed, held and conducted in accordance with the provisions of Government Code Section 54950 et seq.

ARTICLE 10

OFFICERS
The Board of Directors shall elect from its membership a President and Vice President of the Board, to serve for one-year terms.

The President, or in his or her absence, the Vice President, shall preside at and conduct all meetings of the Board of Directors and shall chair the Executive Committee.

ARTICLE 11

EXECUTIVE COMMITTEE
The Board of Directors shall establish an Execu tive Committee of the Board of Directors, which shall consist of eleven members: the President and Vice President of the Board of Directors, and nine members elected by the Board of Directors from its membership.

The terms of office of the nine non-officer members shall be as provided in the Bylaws of PRISM.

The Executive Committee shall conduct the business of PRISM between meetings of the Board of Directors, exercising all those powers as provided for in Article 8, or as otherwise delegated to it by the Board.

ARTICLE 12

COMMITTEES
The Board of Directors may establish committees, as it deems appropriate to conduct the business of PRISM. Members of the committees shall be appointed by the Board of Directors, to serve two year terms, subject to reap pointment by the Board of Directors . The members of each committee shall annually select one of their members to chair the Committee.

Each committee shall be composed of at least five members and shall have those duties as determined by the Board of Directors, or as otherwise set forth in the Bylaws.

Each committee shall meet on the call of its chair, and shall report to the Executive Committee and the Board of Directors as directed by the Board of Directors.

ARTICLE 13
STAFF
(a) Principal Staff. The Chief Executive Officer shall be appointed by and serve at the pleasure of the Board of Directors. The Chief Executive Officer shall serve as the Board Secretary and administer the business and activities of PRISM, subject to the general supervision and policy direction of the Board of Directors and Executive Committee; shall be responsible for all minutes, notices and records of PRISM and shall perform such other duties as are assigned by the Board and Executive Committee. (b) Treasurer and Auditor . Pursuant to Government Code Section 6505.6, the Chief Financial Officer shall serve as the Treasurer/Auditor. The duties of the Treasurer are set forth in Article 16 of this Agreement. The Chief Financial Officer shall draw warrants to pay demands against PRISM. The Chief Financial Officer shall comply with the provisions of Government Code Section 6505.5 (a -d) and shall be appointed by and serve at the pleasure of the Chief Executive Officer.
(c) Other Staff. The Board of Directors , Executive Committee or Chief Executive Officer shall provide for the appointment of such other staff as may be necessary for the administration of PRISM.

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JPA, PRISM Amended: June 30, 2020

ARTICLE 14

DEVELOPMENT, FUNDING AND IMPLEMENTATION

OF INSURANCE PROGRAMS
(a) Program Coverage. Insurance programs of PRISM may provi de coverage, including excess insurance coverage for:
(1) Workers' compensation;
(2) Comprehensive liability, including but not limited to general, personal injury, contractual, public officials errors and omissions, and incidental malpractice liability;
(3) Comprehensive automobile liability;
(4) Hospital malpractice liability;
(5) Property and related programs;
and may provide any other coverages authorized by the Board of Directors. The Board of Directors shall determine, for each such program, a minimum number of pa rticipants required for program implementation and may develop specific program coverages requiring detailed agreements for implementation of the above programs.
(b) Program and PRISM Funding. The members developing or participating in an insurance program shall fund all costs of that program, including administrative costs, as hereinafter provided. Costs of staffing and supporting PRISM, hereinafter called PRISM general expenses, shall be equitably allocated among the various programs by the Board of D irectors, and shall be funded by the members developing or participating in such programs in accordance with such allocations, as hereinafter provided. In addition, the Board of Directors may, in its discretion, allocate a share of such PRISM general expense to those members, which are not developing or participating in any program, and require those counties and public entities to fund such share through a prescribed charge.
(1) Annual Premium. Except as provided in ( 2) below, all post -development costs of an insurance program shall be funded by annual premiums charged to the members participating in the program each policy year, and by interest earnings on the funds so accumulated. Such premiums shall be determined by the Board of Directors or the prog ram’s governing committee upon the basis of a cost allocation plan and rating formula developed by PRISM with the assistance of a casualty actuary, risk management consultant, or other qualified person. The premium for each participating member shall incl ude that participant’s share of expected program losses including a margin for contingencies as determined by the Board of Directors , program reinsurance costs, and program administrative costs for the year, plus that participant’s share of PRISM general e xpense allocated to the program by the Board of Directors.
(2) Premium Surcharge
(i) If PRISM experiences an unusually large number of losses under a program during a policy year, such that notwithstanding reinsurance coverage for large individual losses, the joint insurance funds for the program may be exhausted before the next annual premiums are due, the Board of Directors or the program’s governing committee may, upon consultation with a casualty actuary, impose premium surcharges on all participating members; or

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(ii) If it is determined by the Board of Directors or the program’s governing committee, upon consultation with a casualty actuary, that the joint insurance funds for a program are insufficient to pay losses, fund known estimated losses, and fund estimated losses , which have been incurred but not reported, the Board of Directors or the program’s governing committee may impose a surcharge on all participating members. (iii) Premium surcharges imposed pursuant to (i) and/or (ii) ab ove shall be in an amount which will assure adequate funds for the program to be actuarially sound; provided that the surcharge to any participating member shall not exceed an amount equal to three (3) times the member’s annual premium for that year, unles s otherwise determined by the Board of Directors or the program’s governing committee.

Provided, however, that no premium surcharge in excess of three times the member’s annual premium for that year may be assessed unless, ninety days prior to the Board o f Directors taking action to determine the amount of the surcharge, PRISM notifies the governing body of each participating member in writing of its recommendations regarding its intent to assess a premium surcharge and the amount recommended to be assessed each member. PRISM shall, concurrently with the written notification, provide each participating member with a copy of the actuarial study upon which the recommended premium surcharge is based.
(iv) A member which is no longer a participating membe r at the time the premium surcharge is assessed, but which was a participating member during the policy year(s) for which the premium surcharge was assessed, shall pay such premium surcharges as it would have otherwise been assessed in accordance with the provisions of (i), (ii), and (iii) above.
(c) Program Implementation and Effective Date. Upon establishment of an insurance program by the Board of Directors, PRISM shall determine the manner of program implementation and shall give written notice to all members of such program, which shall include, but not be limited to: program participation levels, coverages and terms of coverage of the program, estimates of first year premium charges, effective date of the program (or estimated effective date) and su ch other program provisions as deemed appropriate.
(d) Late Entry Into Program. A member which does not elect to enter an insurance program upon its implementation, pursuant to (c) above, or a county or public entity which becomes a party to this Agre ement following implementation of the program, may petition the Board of Directors for late entry into the program. Such request may be granted upon a majority vote of the Board of Directors members, plus a majority vote of those board members who represe nt participants in the program. Alternatively, a county or public entity may petition the Executive Committee for late entry into the program , or a program committee, when authorized by an MOU governing that specific program, may approve late entry into th at program. Such request may be granted upon a majority vote of the Executive Committee or program committee.
(e) Reentry Into A Program. Except as otherwise provided in a Program Memorandum of Understanding, any county or public entity that is a memb er of an insurance program of PRISM who withdraws or is cancelled from an insurance program under Articles 21 and 22, may not reenter such insurance program for a period of three years from the effective date of withdrawal or cancellation.

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JPA, PRISM Amended: June 30, 2020

ARTICLE 15

ACCOUNTS AND RECORDS

(a) Annual Budget. PRISM shall annually adopt an operating budget pursuant to Article 8 of this Agreement, which shall include a separate budget for each insurance program under development or adopted and implemented by PRISM.

(b) Funds and Accounts. The Auditor of PRISM shall establish and maintain such funds and accounts as may be required by good accounting practices and by the Board of Directors. Separate accounts shall be established and maintained for each insurance program under deve lopment or adopted and implemented by PRISM. Books and records of PRISM in the hands of the Auditor shall be open to inspection at all reasonable times by authorized representatives of members.

PRISM shall adhere to the standard of strict accountability for funds set forth in Government Code Section 6505.

(c) Auditor's Report. The Auditor, within one hundred and eighty (180) days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to the Board and to each member.

(d) Annual Audit. Pursuant to Government Code Section 6505, PRISM shall either make or contract with a certified public accountant to make an annual fiscal year audit of all accounts and records of PRISM, conforming in all respects with the requirements of that section. A report of the audit shall be filed as a public record with each of the members and also with the county auditor of the county where the home office of PRISM is located and shall be sent to any public agency or per son in California that submits a written request to PRISM. The report shall be filed within six months of the end of the fiscal year or years under examination. Costs of the audit shall be considered a general expense of PRISM.

ARTICLE 16

RESPONSIBILITIES FOR FUNDS AND PROPERTY

(a) The Treasurer shall have the custody of and disburse PRISM's funds. He or she may delegate disbursing authority to such persons as may be authorized by the Board of Directors to perform that function, subject to the requirements of (b) below.

(b) Pursuant to Government Code Section 6505.6, the Treasurer shall:

(1) Receive and acknowledge receipt for all funds of PRISM and place them in the treasury of the Treasurer to the credit of PRISM.

(2) Be responsible upon his or her official bond f or the safekeeping and disbursements of all PRISM funds so held by him or her.

(3) Pay any sums due from PRISM, as approved for payment by the Board of Directors or by any body or person to whom the Board of Directors has delegated approval authority, making such payments from PRISM funds upon warrants drawn by the Auditor.

(c) Pursuant to Government Code Section 6505.1, the Chief Executive Officer, the Treasurer, and such other persons as the Board of Directors may designate shall have charge of, handle, and have access to the property of PRISM.

(d) PRISM shall secure and pay for a fidelity bond or bonds, in an amount or amounts and in the form specified by the Board of Directors, covering all officers and staff of PRISM, and all officers and staff who are authori zed to have charge of, handle, and have access to property of PRISM.

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JPA, PRISM Amended: June 30, 2020

ARTICLE 17

RESPONSIBILITIES OF MEMBERS
Members shall have the following responsibilities under this Agreement. (a) The board of supervisors of each member county shall appoint a represen tative and one alternate representative to the Board of Directors, pursuant to Article 7. (b) Each member shall appoint an officer or employee of the member to be responsible for the risk management function for that member and to serve as a liaison between t he member and PRISM for all matters relating to risk management. (c) Each member shall maintain an active risk control program, and shall consider and act upon all recommendations of PRISM concerning the reduction of unsafe practices. (d) Each member shall maint ain its own claims and loss records in each category of liability covered by an insurance program of PRISM in which the member is a participant, and shall provide copies of such records to PRISM as directed by the Board of Directors or Executive Committee, or to such other committee as directed by the Board of Directors or Executive Committee.
(e) Each member shall pay premiums and premium surcharges due to PRISM as required under Article 14. Penalties for late payment of such premiums and/or premium surcharges shall be as determined and assessed by the Board of Directors. After withdrawal, cancellation, or termination action under Articles 20, 21, or 23, each member shall pay promptly to PRISM any additional premiums due, as determined and assessed by the Bo ard of Directors under Articles 22 or 23. Any costs incurred by PRISM associated with the collection of such premiums or other charges, shall be recoverable by PRISM.
(f) Each member shall provide PRISM such other information or assistance as may be necessary for PRISM to develop and implement insurance programs under this Agreement.
(g) Each member shall cooperate with and assist PRISM, and any insurer of PRISM, in all matters relating to this Agreement, and shall comply with all Bylaws, and other rules by the Board of Directors.
(h) Each member shall have such other responsibilities as are provided elsewhere in this Agreement, and as are established by the Board of Directors in order to carry out the purposes of this Agreement.

ARTICLE 18

ADMINISTRATION OF CLAIMS
(a) Subject to subparagraph (e), each member shall be responsible for the investigation, settlement or defense, and appeal of any claim made, suit brought, or proceeding instituted against the member arising out of a loss.
(b) PRISM may develop standards for th e administration of claims for each insurance program of PRISM so as to permit oversight of the administration of claims by the members.
(c) Each participating member shall give PRISM timely written notice of claims in accordance with the provisions of the By laws and the applicable program Memorandum of Coverage.

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JPA, PRISM Amended: June 30, 2020

(d) A member shall not enter into any settlement involving liability of PRISM without the advance written consent of PRISM.
(e) PRISM, at its own election and expense, shall have the right to participate wi th a member in the settlement, defense, or appeal of any claim, suit or proceeding, which , in the judgment of PRISM, may involve liability of PRISM.

ARTICLE 19

NEW MEMBERS
Any California public entity may become a party to this Agreement and participate in any insurance program in which it is not presently participating upon approval of the Board of Directors, by a majority vote of the members, or by majority vote of the Executive Committee.

ARTICLE 20

WITHDRAWAL
(a) A member may withdraw as a party to thi s Agreement upon thirty (30) days advance written notice to PRISM if it has never become a participant in any insurance program pursuant to Article 14, or if it has previously withdrawn from all insurance programs in which it was a participant.
(b) After becoming a participant in an insurance program, a member may withdraw from that program only at the end of a policy year for the program, and only if it gives PRISM at least sixty (60) days advance written notice of such action.

ARTICLE 21

CANCELLATION
(a) Notwithstanding the provisions of Article 20, the Board of Directors may:
(1) Cancel any member from this Agreement and membership in PRISM, on a majority vote of the Board of Directors members. Such action shall have the effect of canceling the member’s particip ation in all insurance programs of PRISM as of the date that all membership is canceled.
(2) Cancel any member’s participation in an insurance program of PRISM, without canceling the member’s membership in PRISM or participation in other programs, on a vote of two-thirds of the Board of Directors members present and voting who represent participants in the program.

The Board of Directors shall give sixty (60) days advance written notice of the effective date of any cancellation under the foregoing provisions. Upon such effective date, the member shall be treated the same as if it had voluntarily withdrawn from this Agreement, or from the insurance program, as the case may be.
(b) Except as otherwise provided in a program Memorandum of Understanding, a member that does not enter one or more of the insurance programs developed and implemented by PRISM within the member’s first year as a member of PRISM shall be considered to have withdrawn as a party to this Agreement at the end of such period, and its membership in PRISM shall be automatically canceled as of that time, without action of the Board of Directors.
(c) A member which withdraws from all insurance programs of PRISM in which it was a participant and does not enter any program for a period of six (6) months th ereafter shall be considered to have withdrawn as a party to the Agreement at the end of such period, and its membership in PRISM shall be automatically canceled as of that time, without action of the Board of Directors.

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ARTICLE 22

EFFECT OF WITHDRAWAL OR CANCELLATION
(a) If a member’s participation in an insurance program of PRISM is canceled under Article 21, with or without cancellation of membership in PRISM, and such cancellation is effective before the end of the policy year for that program, PRISM shall promptly determine and return to that member the amount of any unearned premium payment from the member for the policy year, such amount to be computed on a pro -rata basis from the effective date of cancellation.
(b) Except as provided in (a) above or as otherwise provided in a program Memorandum of Understanding, a member which withdraws or is canceled from this Agreement and membership in PRISM, or from any program of PRISM, shall not be entitled to the return of any premium or other payment to PRISM, or of any property contributed to PRISM.

However, in the event of termination of this Agreement, such member may share in the distribution of assets of PRISM to the extent provided in Article 23 provided; however, that any withdrawn or canceled member, which has been assessed a premium surcharge pursuant to Article 14 (b) (3) (ii) shall be entitled to return of said member’s unused surcharge, plus interest accrued thereon, at such time as the Board of Directors declares that a surplus exists in any insurance fund for which a premium surcharge was assessed. (c) Except as provided in (d) below, a member shall pay any premium charges , which the Board of Directors determines are due from the member for losses and costs incurred during the entire coverage year in whic h the member was a participant in such program regardless of the date of entry into such program. Such charges may include any deficiency in a premium previously paid by the member, as determined by audit under Article 14 (b) (2); any premium surcharge as sessed to the member under Article 14 (b) (3); and any additional amount of premium , which the Board of Directors determines to be due from the member upon final disposition of all claims arising from losses under the program during the entire coverage yea r in which the member was a participant regardless of date of entry into such program. Any such premium charges shall be payable by the member in accordance with PRISM's invoice and payment policy. (d) Those members that have withdrawn or been canceled pursu ant to Articles 20 and 21 from any program of PRISM during a coverage year shall pay any premium charges which the Board of Directors determines are due from the members for losses and costs which were incurred during the member’s participation in any program.

ARTICLE 23

TERMINATION AND DISTRIBUTION OF ASSETS
(a) A three -fourths vote of the total voting membership of PRISM, consisting of member counties, acting through their boards of supervisors, and the voting Board of Directors members from the member publ ic entities, is required to terminate this Agreement; provided; however, that this Agreement and PRISM shall continue to exist after such election for the purpose of disposing of all claims, distributing all assets, and performing all other functions necessary to conclude the affairs of PRISM. (b) Upon termination of this Agreement, all assets of PRISM in each insurance program shall be distributed among those members which participated in that program in proportion to their cash contributions, including premi ums paid and property contributed (at market value when contributed). The Board of Directors shall determine such distribution within six (6) months after disposal of the last pending claim or other liability covered by the program.
(c) Following termination of this Agreement, any member which was a participant in an insurance program of PRISM shall pay any additional amount of premium, determined by the Board of Directors in accordance with a loss allocation formula, which may be

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necessary to enable final di sposition of all claims arising from losses under that program during the entire coverage year in which the member was a participant regardless of the date of entry into such program.

ARTICLE 24

LIABILITY OF BOARD OF DIRECTORS, OFFICERS, COMMITTEE MEMBERS

AND LEGAL ADVISORS

The members of the Board of Directors, Officers, committee members and legal advisors to any Board of Directors or committees of PRISM shall use ordinary care and reasonable diligence in the exercise of their powers and in the perform ance of their duties pursuant to this Agreement. They shall not be liable for any mistake of judgment or any other action made, taken or omitted by them in good faith, nor for any action taken or omitted by any agent, employee or independent contractor se lected with reasonable care, nor for loss incurred through investment of PRISM funds, or failure to invest.

No Director, Officer, committee member, or legal advisor to any Board of Directors or committee shall be responsible for any action taken or omitt ed by any other Director, Officer, committee member, or legal advisor to any committee. No Director, Officer, committee member or legal advisor to any committee shall be required to give a bond or other security to guarantee the faithful performance of th eir duties pursuant to this Agreement.

The funds of PRISM shall be used to defend, indemnify and hold harmless PRISM and any Director, Officer, committee member or legal advisor to any committee for their actions taken within the scope of the authority o f PRISM. Nothing herein shall limit the right of PRISM to purchase insurance to provide such coverage, as is hereinabove set forth.

ARTICLE 25
BYLAWS

The Board of Directors may adopt Bylaws consistent with this Agreement, which shall provide for the administration and management of PRISM.

ARTICLE 26

NOTICES

PRISM shall address notices, billings and other communications to a member as directed by the member. Each member shall provide PRISM with the address to which communications are to be sent.

Members shall address notices and other communications to PRISM to the Chief Executive Officer of PRISM, at the office address of PRISM as set forth in the Bylaws.

ARTICLE 27

AMENDMENT

A two-thirds vote of the total voting membership of PRISM, consisting of member counties, acting through their boards of supervisors, and the voting Board of Directors members from member public entities, is required to amend this Agreement. However, the Executive Committee is authorized to make non-substantive, clerical amen dments to the Agreement and does not need to obtain approval from the Board of Directors to make such amendments.

ARTICLE 28

EFFECTIVE DATE OF AMENDMENTS

Any amendment of this Agreement shall become effective upon the date specified by the Board of Directors and upon approval of any Amended Agreement as required in Article 27. Approval of any amendment by the voting boards of supervisors and public entity board members must take place no later than 30 days from the effective date specified by the Board of Directors.

ATTACHMENT A
468
JPA, PRISM Amended: June 30, 2020

ARTICLE 29

PROHIBITION AGAINST ASSIGNMENT

No member may assign any right, claim or interest it may have under this Agreement, and no creditor, assignee or third party beneficiary of any member shall have any right, claim or title to any part, share, interest, fund, premium or asset of PRISM.

ARTICLE 30

AGREEMENT COMPLETE

This Agreement constitutes the full and complete Agreement of the parties.

ARTICLE 31

DISPUTE RESOLUTION

When a dispute arises between PRISM and a member, the foll owing procedures are to be followed:

(a) Request for Reconsideration. The member will make a written request to PRISM for the appropriate Committee to reconsider their position, citing the arguments in favor of the member and any applicable case law that app lies. The member can also, request a personal presentation to that Committee, if it so desires.

(b) Committee Appeal. The committee responsible for the program or having jurisdiction over the decision in question will review the matter and reconsider PRISM’s position.

This committee appeal process is an opportunity for both sides to discuss and substantiate their positions based upon legal arguments and the most complete information available. If the member requesting reconsideration is represented on the committee having jurisdiction, that committee member shall be deemed to have a conflict and shall be excluded from any vote.

(c) Executive Committee Appeal. If the member is not satisfied with the outcome of the committee appeal, the matter will be brought t o the Executive Committee for reconsideration upon request of the member. If the member requesting reconsideration is represented on the Executive Committee, that Executive Committee member shall be deemed to have a conflict and shall be excluded from any vote.

(d) Arbitration. If the member is not satisfied with the outcome of the Executive Committee appeal, the next step in the appeal process is arbitration. The arbitration, whether binding or non-binding, is to be mutually agreed upon by the parties. Th e matter will be submitted to a mutually agreed arbitrator or panel of arbitrators for a determination. If Binding Arbitration is selected, then the decision of the arbitrator is final. Both sides agree to abide by the decision of the arbitrator. The co st of arbitration will be shared equally by the involved member and PRISM.

(e) Litigation. If, after following the dispute resolution procedure paragraphs a -d, either party is not satisfied with the outcome of the non -binding arbitration process, either part y may consider litigation as a possible remedy to the dispute.

ARTICLE 32

FILING WITH SECRETARY OF STATE

The Chief Executive Officer of PRISM shall file a notice of this Agreement with the office of California Secretary of State within 30 days of its effective date, as required by Government Code Section 6503.5 and within 70 days of its effective date as required by Government Code Section 53051.

ATTACHMENT A
469
JPA, PRISM Amended: June 30, 2020

IN WITNESS WHEREOF, the undersigned party hereto has executed this Agreement on the date indicated below.

DATE: ____________________ MEMBER: ___________________________________ (Print Name of Member)

BY: ________________________________________
(Authorized signature of Member)

Seal:

ATTACHMENT A
470
Resolution No.

STOCKTON CITY COUNCIL

ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO PROCURE

GENERAL LIABILITY EXCESS COVERAGE FOR THE CITY OF STOCKTON, EXCEEDING THE CITY MANAGER’S STANDARD SIGNING AUTHORITY FOR A MAXIMUM OF $14,000,000 FOR THE POLICY PERIOD OF THE 2025 /2026 FISCAL YEAR

The City has been expelled from its current risk pool, California Joint Powers Risk Management Authority (CJPRMA), and its General Liabili ty coverage through CJPRMA is expiring on June 30, 2025, with no renewal option; and

The City must ensure there is no lapse in General Liability coverage. Therefore, the City has diligently worked with one of its Joint Power Authorities (JPA) who provides the City with other lines of coverage Public Risk Innovation, Solutions, and Management (PRISM) for General Liability coverage; and

Additionally, as of the date of this council meeting, the City has been approved by PRISM to participate in their General Liability (GL2) program, but PRISM is still out to market on behalf of the City and coverage is not yet secured. Staff anticipates the GL2 coverage will be obtained and secured for a July 1, 2025 date to ensure no lapse in coverage. Staff is also seeking alternative coverage through the market should PRISM not be a coverage option. The City’s goal is to ensure there is no lapse in General Liability coverage.

Therefore, staff recommend the City Manager b e given authority to procure General Liability coverage for the City, exceeding the City Manager’s signing authority up to a maximum of $14,000,000 for the policy period of the 2025/2026 fiscal year; and

Staff will transition the General Liability coverage currently carried by CJPRMA to a new carrier, ensuring there is no gap in the expiring coverage; now, therefore,

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

1. The City Council authorizes the City Manager to procure General Liability coverage for the City of Stockton in an amount exceeding the City Manager’s standard signing authority, for a maximum of $14,000,000 for the policy period of the 2025 /2026 fiscal year.

2. The City Council authorizes the City Manager to execute a Memoranda of Understanding for General Liability coverage with PRISM, or secure comparable coverage with another carrier.

3. The City Council a pproves the following findings which justify and su pport an exception to the competitive bidding process pursuant to Stockton Municipal Code

3.68.070(A)(5), for cooperative purchasing agreements

471
a. Cooperative agreements qualify as an exception to the City’s competitive bidding process as outlined in City Mu nicipal Code § 3.68.070(A)(5) and City Policy 17.05.050, specifically: “Cooperative purchasing agreements authorized by the City Council for purchase of supplies or services through other governmental jurisdictions or public agencies.”

b. A cooperative purc hasing agreement enables the City to utilize the terms and conditions of a competitively solicited and negotiated cooperative purchasing agreement.

c. A cooperative agreement with PRISM will meet the City’s procurement and business needs by providing continuity of service in a bigger risk pool.

d. A JPA is a formal, legal agreement between two (2) or more public agencies that share a common power and want to jointly implement programs, build facilities, or deliver services. Officials from those public agencie s formally approve a cooperative arrangement to jointly negotiate these services and other programs.

e. The use of cooperative contracts improves time, efficiency, and enables the City to acquire products of equal or superior quality, along with value added services, at competitive consortium-negotiated pricing.

4. The City Manager is hereby authorized to take appropriate and necessary actions to carry out the purpose and intent of this Resolution. The City Manager is further directed to report back to the Cit y Council regarding any final actions taken consistent with this delegation authority.

PASSED, APPROVED, and ADOPTED June 24, 2025 .

CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:

KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton

472
City of Stockton
Legislation Text
File #: 25-0658, Version: 1

AUTHORIZE THE CITY MANAGER TO APPROVE CONTRACTS FOR REVENUE AUDIT AND

CONSULTING SERVICES

RECOMMENDATION
It is recommended that the City Council, by motion:

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

2. Authorize the City Manager to enter into a five-year agreement with Hinderliter, de Llamas & Associates (HdL) for revenue audit and consulting services for Sales and Use taxes in the amount of $605,000 and Transaction and Use Taxes in the amount of $94,000;

3. Authorize the City Manager to enter into a five-year agreement with HdL Software, LLC for revenue audit and consulting services for Business License Tax in the amount of $100,000 and Transient Occupancy Tax in the amount of $123,500;

4. Authorize the City Manager to enter into a five-year agreement with HdL Coren & Cone for revenue audit and consulting services for Property Tax in the amount of $187,500;

5. Authorize the City Manager to enter into a five-year agreement with MuniServices, LLC (MuniServices) for revenue audit and consulting services for Utility User Tax in the amount of $475,000;

6. Authorize the City Manager to enter into a five-year agreement with MuniServices, LLC for revenue audit and consulting services for Franchise fees in the amount of $81,250;

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

Summary
Staff recommends awarding contracts to HdL and MuniServices to conduct revenue audits and to provide consulting services of significant revenues to the City’s General Fund including:
· Sales and Use Tax
· Transaction and Use Tax
· Business License Tax
· Transient Occupancy Tax
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· Property Tax
· Utility User Tax
· Franchise Fees
These revenues are critical to provide City services such as police, fire, libraries, parks, etc. These audit services generate approximately $1.50 million in additional revenue to the City annually.

DISCUSSION
Background
The City began contracting with outside vendors in 1994 for Sales and Use Tax auditing and consulting services to enhance revenue. Since then, the City has expanded its auditing and consulting services contracts to include Transactions and Use Tax, Business License Tax, Transient Occupancy Tax, Property Tax, Utility User Tax, and Franchise Fees.

The City's primary revenue enhancement services goals to be attained by the firms are:
· To ensure the proper and accurate remittance of taxes and fees due to the City. · To educate business operators on the proper collection and remittance of respective taxes and fees.
· To provide City staff information and analysis on tax and fee revenue trends. · To acquire and disseminate information about new or proposed legislation that could affect the City’s tax and fee revenue.

Present Situation
Staff issued a Request for Proposals for Revenue Audit and Consulting Services on March 13, 2025.

On April 3, 2025, the City received proposals from three firms:
1) Hinderliter de Llamas & Associates, located in Diamond Bar, California 2) MuniServices, LLC, located in Fresno, California, and 3) DDC Tax Services, located in Centerton, Arkansas.

All three firms met the minimum qualifications; however, the City selected the two top-ranked firms based on pricing and familiarity with services. These firms can provide overall audit and recovery services the City is currently utilizing, Short-Term Rental Management Services, enhanced recovery methods, enhanced reporting, and revenue projections for the City’s annual budget.

Hinderliter de Llamas and Associates, HdL Software, LLC, and HdL Coren & Cone are affiliates and operate as a single, coordinated unit providing over 400 agencies with a variety of integrated services and software products.

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File #: 25-0658, Version: 1
MuniServices has been providing revenue audit and consulting services to public sector clients for over 40 years. MuniServices understands the critical need to maximize local tax revenues.

Findings
SMC section 3.68.070 provides an exception to the competitive bidding process in cases where the City Council has approved findings that support and justify an exception.

The following findings support and justify an exception to the competitive bidding process:
1) The City does not have the staff, technology, resources or capacity required to perform specialized audits.
2) Use of the RFP process is appropriate for these Professional Services Agreements because it relies on the evaluation of professional qualifications and performance as the basis for selection of a vendor. Use of these criteria helps ensure selection of a vendor that will provide the highest quality professional service, which is in the public interest. 3) The City negotiated contracts following the solicitation of competitive proposals in accordance with SMC section 3.68.070.A.3.

FINANCIAL SUMMARY
The fee structure includes a component based on a percentage of revenue recovered on behalf of the City. Revenue recoveries may vary from year to year during the five year term. The annual cost is estimated to be approximately $333,250 per year, based on what the City is currently paying. The five year total cost is estimated to be approximately $1,666,250. · Annual expenses will be charged to the General Fund Tax Collection & Election budget account 2010-016-670001-100-000-10-20-000-000.
· Annual Property Tax consultant service expenses of $32,500 will be split equally between the General Fund and the Successor Agency Administration Fund. · Annual audit and consulting services related to the transaction and use tax revenues of $3,200 will be charged to Measure W (200 fund) and Strong Communities (210 fund).

The FY 2025-26 Proposed Annual Budget includes sufficient appropriation for the estimated annual contract costs. Since the total cost will be a combination of fixed fees and contingency fees (based on how much revenue the vendors recover for the City), staff cannot definitively state the actual cost of each contract. Any fees in excess of existing appropriations will be supported by the collection of additional City revenue.

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The table below shows how staff calculated the estimated contract costs.

Revenue Source Vendor Annual Flat
Fee
Revenue
Recovery Rate
Estimated
Contingency
Amount
Total Annual
Estimated Cost
Total
Estimated
Contract Cost
Property Tax HdL 32,500 25% 5,000 37,500 187,500
Sales and Use Tax HdL 21,000 15% 100,000 121,000 605,000 Transaction and Use
Tax
HdL 10,800 25% 8,000 18,800 94,000
Utility Users Tax MuniServices 95,000 0% - 95,000 475,000 Franchise Tax MuniServices - 25% 16,250 16,250 81,250 Business License HdL - 25%-35% 20,000 20,000 100,000
Hotel/Motel (TOT) HdL 24,700 0% - 24,700 123,500
333,250 1,666,250
Attachment A - Agreement with Hinderliter, de Llamas & Associates Attachment B - Agreement with HdL Software, LLC
Attachment C - Agreement with HdL Coren & Cone
Attachment D - Agreement with MuniServices, LLC - Utility User Tax Services Attachment E - Agreement with MuniServices, LLC - Franchise Fee Services City of Stockton Printed on 6/20/2025Page 4 of 4
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CITY OF STOCKTON

STANDARD AGREEMENT

1. This Agreement is entered into between the City of Stockton (“City”) and (“Contractor”)to provide
as set forth in Exhibit A to this Agreement.
_____________________________________________________________________________

2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:

Commences on: Terminates on:
_____________________________________________________________________________

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

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.

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____________________________________________________________________________ IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
______________________________________________________________________________________________ Contractor’sName (if other than an individual, state whether a corporation, partnership, etc.):
______________________________________________________________________________________________ Authorized Signature Date
______________________________________________________________________________________________ Printed Name and Title of Person Signing
______________________________________________________________________________________________ Address

CITY OF STOCKTON
_________________________________________________________BB________________ 6WHYH&RODQJHOR,QWHULPCity Manager Date
ATTEST:
____________________________________________________________________________ .DWKHULQH5RODQG&0&,&30& City Clerk
APPROVED AS TO FORM:
/RUL0$VXQFLRQ, City Attorney
BY:

Agreement Number:
(a) Exhibit A – Statement of Work
(b) Exhibit B – Insurance
(c) Exhibit C – General Terms Conditions
(d) Exhibit D –

H
Exhibit E – Compensation Schedule
(f) Exhibit F – Timeline
HINDERLITER DE LLAMAS & ASSOCIATES Sales and Use Tax and Transaction and Use Tax Services 6/30/2030
699,000
Professional Services Special Terms & Conditions

HINDERLITER DE LLAMAS & ASSOCIATES
Attachment A
477

1 (Rev. 10.30.18)

EXHIBIT A

STATEMENT OF WORK

I. PURPOSE

Consultant shall examine all sales and use tax records of California Department of Tax and Fee Administration (CDTFA) pertaining to sales and use tax collected by the Department on behalf of the City, including three (3) District Transaction and Use Taxes.

Consultant shall identify potential misallocations and deficiencies by using its database for a review of the City's transactions and use tax data and the database shall be the basis for a thorough search for deficient or misallocated tax payments.

All work will be performed remotely.

1. PROJECT OBJECTIVES

1.1. Consultant shall perform ongoing sales tax audits to identify and correct "point of sales/delivery/use" distribution errors and thereby generate previously unrealized sales and use tax income for the City.

1.2. Consultant shall use its database for a review of the City's transactions and use tax data and the database shall be the basis for a thorough search for deficient or misallocated tax payments. Consultant shall compare all countywide payments, including direct allocations, county pool distributions and deficiency assessments to the City's transactions tax distributions to isolate all potential opportunities for revenue recovery.

2. PROJECT SCOPE

1. Sales and Use Tax Services

1.1. Using confidential taxpayer records as authorized by Revenue and Taxation Code Section 7056, Consultant shall find and correct errors that result in underpayments of tax to the City. Consultant shall employ a series of analyses, comparisons with other data sources and physical canvassing of the City to find, document and submit for correction all taxpayer errors that result in lost City revenue or could result in lost revenue in the future.

1.2. When errors are found, Consultant shall promptly file claims for their correction following CDTFA procedures and regulations. Thereafter, Consultant shall diligently work with the CDTFA to ensure the prompt recovery of all escaped revenues. Consultant shall provide regular documentation of errors to the City.

Attachment A
478

2 (Rev. 10.30.18)

1.3. Consultant shall provide to the City reports that accurately depict the City's sales tax base, use tax collections and revenues. All reports, graphs, tables and revenue forecasts shall be designed by Consultant to enhance the City's capacity to plan for, expand and manage its various sales use and district tax revenues. Additionally, Consultant shall provide to the City reports identifying and comparing the retail composition of various sub-geographic-areas of the City.

1.4. Field Surveys Consultant shall conduct every 10-12 months field inventories of the City's business and industrial areas to identify businesses located within the City that appear to be underreporting revenues or are not on the CDTFA allocation rolls. Consultant shall, using the latest in mapping, GPS and digital recording technology, document not only the existence of sales tax producing businesses but also any relevant factors such as size, presence of a large stock of goods, will-call windows and any specific references to sales activity. This process shall identify a wide range of registration errors including erroneous consolidation of multiple outlets, misreporting of point of sale from an erroneous location and delays in reporting new outlets.

1.5. Tax Area Code (TAC) Review Consultant shall review every active account on the CDTFA's allocation rolls reporting $50 or more in local tax to ensure proper TAC assignment. Consultant shall extensively use government and private sector mapping and GIS databases in this process because physical canvassing will not reveal businesses with missing or incomplete signage, or those that are home-based. Consultant shall perform a complete TAC review at least once every 9-12 months.

1.6. Deviation Assessment Consultant shall apply proprietary queries and analyses to its statewide allocation database to identify and review all accounts for which there has been a substantial deviation and change in allocation pattern. Consultant shall perform a deviation review every three (3) months. Consultant shall apply the review to direct allocations and to the county pools which allows for a much broader view and understanding of what has happened in any given quarter. Consultant shall cull well-founded leads from this process for faster processing and less time used in preparing submittals. Consultant shall use this process to lower recovery fees by reducing the amount of prior quarter revenue requiring redistribution.

1.7. Use Tax Errors and Opportunities: Consultant shall analyze the use tax allocation pools of the 58 counties and the state each quarter to identify instances where a taxpayer may have misidentified a transaction as use tax rather than sales tax. Consultant shall employ further specialized reviews and techniques to identify direct allocation opportunities of local Attachment A
479

3 (Rev. 10.30.18)
use tax. CDTFA Regulation 1802(d) allows for direct allocation of local use tax on qualifying individual sales or purchases over $500,000. Out-of- state and foreign-based companies often have large transactions that meet the criteria for direct allocation under this section. Under Regulation 1699.6, businesses and organizations (including local government agencies) with aggregate purchases subject to use tax of least $500,000 per year can apply for a Use Tax Direct Payment Permit, allowing for direct allocation of the corresponding local share. Finally, under a resolution adopted by CDTFA in December 1994, a construction contractor who enters into a contract equal to or greater than $5,000,000 may elect to obtain a sub-permit for the jobsite resulting in a direct allocation of local use tax to the jurisdiction where the jobsite is located.

1.8. Regulation 1699 Evaluations CDTFA Regulation 1699 controls when and where a permit should be issued to a given business location.

Wholesalers, contractors, processors, manufacturers, and other non-retail businesses that do not normally sell merchandise often conduct occasional sales, self-accrue use tax or are levied deficiency assessments by the state. Consultant shall use proprietary methods for finding companies that should be taking out permits so that those revenues are allocated to the City.

1.9. Development of Correction Data Consultant shall further cull preliminary lead lists developed through any of the aforementioned audit programs using a variety of programs and databases to reduce the need for taxpayer contact. Consultant shall contact appropriate management and accounting officials in the companies remaining in the audit database where a probability of error exists to verify whether current tax receipts accurately reflect the local sales activity. Consultant shall conduct taxpayer interviews in a business friendly, non-intrusive manner that emphasizes cooperation and protection of confidentiality. Consultant shall provide City a report of all contacts and the results thereof.

1.10. Consultant shall accompany telephone contacts by a written follow- up questionnaire concerning business activities, a specific one-time transaction or a written confirmation of Consultant findings. Consultant shall file the documentation with the petition to minimize CDTFA processing time. Consultant's documentation and follow-up shall lower City's fees by reducing the number of quarters requiring retroactive adjustment and ensures faster recovery of misallocated revenues.

1.11. To avoid potential conflicts wi th a City's in-house audit efforts, Consultant shall prepare a list of misallocated or underreporting businesses for City officials to review and authorize prior to Consultant submitting any invoices to taxpayer. Consultant shall use this line item, Attachment A
480

4 (Rev. 10.30.18)
account-level approval process to eliminate any misunderstandings or disagreements regarding what may be considered a valid audit "find."

1.12. Consultant shall prepare and su bmit to the CDTFA all information necessary to correct any allocation errors that are identified and follow up with the individual businesses and the CDTFA to ensure that all quarterly back payments due the City are recovered. Consultant shall prepare and submit petitions (CDTFA Form 549- S or 549-L) that notify the CDTFA of the existence and nature of the misallocation. Consultant shall include all relevant and available supporting documentation. Consultant shall send to City copies of all transmittal forms and correspondence with the CDTFA and taxpayers.

1.13. Consultant's shall monitor an d follow-up on case inventory.

Consultant shall update and review an aging report on a monthly basis and follow-up on cases that are taking an inordinate amount of time to correct. Consultant shall continuously check on the status of submittals made to CDTFA to ensure that corrections are being pursued. Consultant shall provide timely follow-up on cases to reduce the time it takes for the City to recover its revenue.

1.14. Consultant shall thoroughly research, vet and document cases prior to submittal to CDTFA. Consultant shall follow this process to ensure the fastest possible processing times and to reduce the number of cases that are initially disclaimed, and must be further researched and defended through a very lengthy CDTFA appeals process.When an appeal is required, Consultant shall provide the necessary expertise and access to competently and aggressively represent City interests.

1.15. Consultant shall establish the cri teria for encouraging businesses to modify their reporting of sales tax to generate additional revenue for City.

Consultant shall provide a report of contacts and results to City.

2. TRANSACTION AND USE TAX REPORTING SERVICES

2.1. Once data from the City's transactions tax is uploaded and processed by Consultant, several sophisticated and proprietary queries and analyses shall be applied by Consultant to identify potential misallocations and deficiencies. Consultant's shall utilize its Bradley-Burns Local Sales and Use Tax database for this process, which includes accountlevel registration and allocation data for all of San Joaquin County (incorporated cities and the unincorporated area) dating back to FY 1991-

92. Consultant's database also includes both historical and current transactions tax data for over 100 individual districts for Consultant to utilize in its queries and analyses.

Attachment A
481

5 (Rev. 10.30.18)

2.2. Consultant shall use its database for a review of the City's transactions and use tax data and the database shall be the basis for a thorough search for deficient or misallocated tax payments.

2.3. Consultant's shall use their database to provide City a quick generation of exception or "lead lists". Consultant's database shall provide legitimacy to requests for information and is utilized to enhance taxpayer cooperation by Consultant demonstrating that it already has specific information from the taxpayer's sales and use tax returns. Once a target list of potential point of sale/delivery/use errors is developed by Consultant, Consultant shall contact the appropriate tax paying company's personnel in sales, operations and accounting to determine if a reporting error exists.

2.4. Consultant shall provide a thorough initial audit and shall supplement with ongoing reviews of quarterly distribution reports as new data is released.

Consultant shall compare all countywide payments, including direct allocations, county pool distributions and deficiency assessments to the City's transactions tax distributions to isolate all potential opportunities for revenue recovery.

2.5. The State Board of Equalization (BOE) Regulation 1828, governs the administrative process for recovery of misallocated transactions tax revenue (i.e revenue credited in error to the wrong district). Section (e) of this regulation limits redistributions to two (2) quarterly periods prior to the quarter in which BOE is made aware of the error. Recovery of deficient payments is limited by Section 6487 of the Sales and Use Tax Law to three years after the return is filed.

2.6. Consultant shall adhere to the above referenced statutes during both initial and ongoing reviews and shall target all missing revenue within reach. Consultant shall file all necessary documentation with CDTFA on a timely basis to secure the earliest possible date of knowledge of needed claims. Consultant shall actively monitor all outstanding claims and follow up with appropriate CDTFA staff as necessary to ensure prompt correction.

2.7. Adhering to all guidelines and deadlines stipulated by Regulation 1828, Consultant shall research, document and pursue negative findings. This includes formal appeals to the Sales and Use Tax Department, the Appeals Division and when/if necessary the elected Board Members.

2.8. Consultant shall include all necessary and relevant detail on invoices pertaining to audit claims to allow for quick and easy validation of claims with minimal disruption to City. Consultant shall create a Work Authorization to the City detailing audit findings and submittals to CDTFA, prior to any invoicing being submitted to taxpayer. Consultant shall provide billings that are easily verified through Consultant's paper trail, CDTFA responses, and Consultant's web-based sales tax application.

Attachment A
482

6 (Rev. 10.30.18)

3. MAJOR DELIVERABLES

A. Consultant shall provide advice and consultation to maximize sales tax revenue generation. This advice and consultation shall include but not be limited to ongoing analysis, reports, legislative support, unlimited access to resources for sales and use tax related questions, as well as, training and support for an internal program designed to maximize use tax collections.

Reporting:

1. Provide monthly reports detailing:
a. Status of each account with customer pertinent Information b. Monthly status of accounts, including assigned and current balance
c. Collection received during the month.
d. Percentage of recovery in comparison to the total dollar value of assigned accounts.

2. Provide the City an annual financial summary report as of June 30 (City's fiscal year end) including totals for receipts, net accounts receivable, total accounts receivable and collection percentage. This report should be submitted to the City no later than July 30th of each year.

3. Provide ad hoc reports as needed upon request, including but not limited to, collections, legal actions, adjustments, updated addresses, and corrections.

4. TASKS THAT SUPPORT THE DELIVERABLES

1. Сonsultant shall provide written sales and use tax reports on a quarterly basis within 30 days following receipt of the quarterly distribution report with separate reports for the District Transaction and Use Taxes. Reports shall include the following:

1.1. Historical collections analysis

1.2. Top 100 taxpayer historical information

1.3. Economic category performance

1.4. Business code classification

1.5. Historical economic composition

2. Database, Reports and Training Consul tant shall provide City staff web-based database access, training on software, access to computer files and written reports as follows:

2.1. Consultant shall provide City staff with unlimited access to its database that contains all sales and use tax producers in Stockton in a format compatible with the City's computer operating system. This database, at a minimum shall include names, address, social security numbers or federal employer identification Attachment A
483

7 (Rev. 10.30.18)
numbers where available, sales tax allocations for each business, and a section to log notes manually.

2.2. Consultant shall provide updates to the database using the information obtained from the CDFTA. Consultant shall perform quarterly updates of sales tax permit records and distribution reports. Consultant shall provide monthly updates of registration control information. Consultant shall provide City quarterly updated web-based sales tax system to facilitate "in house" analysis and printing of reports. City will be allowed to search, print and export its sales tax data for a variety of financial, management and planning functions. City will have the ability to search all sales tax producers in the city by business name, address, CDTFA account number and current or historical sales tax allocations. Consultant's web application shall provide City access to the City's archived quarterly sales tax reports. Consultant's shall provide City access to data that is easily queried and exported to either comma delimited or native Excel formats, allowing for convenient use with standard applications such as the Microsoft Office suite.

City will have to access the web application from all major operating systems, internet browser platforms, and device types (laptop, tablet, PC, mobile). City's will have to access archived quarterly sales tax reports can through the online sales tax application.

2.3. Consultant shall provide City access to Consultant's geo-area feature which supports use of address ranges, ensures the inclusion of all appropriate CDTFA registrations and allows City staff to create and modify geo areas without a separate GIS system. Consultant shall provide interfacing support with City's GIS by including accurately geocoded latitude and longitude for each business.

This data includes all data fields including historical allocation information.

Consultant shall provide the City the ability to quickly export data on demand using Consultant's Sales Tax Web Application. Consultant shall provide City access to City created shape files to define a Geo-area, which identifies related businesses by latitude and longitude.

2.4. Сonsultant shall provide City unlimited on-site, video or on-line web based training on the use of the software. Consultant shall provide City ongoing software upgrades at no additional charge.

2.5. Consultant shall provide City quarterly sales tax reports on both a cash and adjusted basis. Cash reports shall reconcile to CDTFA payments and are necessary for any revenue sharing agreements that the City might have in place.

The adjusted reports shall shift payment aberrations (double-up payments, CDTFA audit adjustments, etc.) into the quarter where the sales occurred to accurately show the City's true economic trends. Consultant shall present the quarterly sales tax data in reports for major sales tax producers by both rank and category, analysis of sales tax activity by category, business or areas specified by the City.

2.6. Consultant's quarterly sales tax reports to the City shall include a listing of top sales tax producers and comparisons with both regional and statewide trends.

Consultant shall provide retailer information in grouped form or in business by business detail. Consultant shall include tables in the quarterly information that Attachment A
484

8 (Rev. 10.30.18)
track year-to-date receipts and show comparisons with past periods to measure progress toward achieving the City's annual budgeted revenue amount.

Consultant shall prepare City's sales and use tax projections for proposed development projects, respond to technical questions relating to CDTFA processes and regulations, and monitor revenue sharing agreements.

2.7. Consultant shall provide data analysis reports. The analysis shall be done in context with regional market areas, countywide and statewide trends to monitor and compare the City's economic performance by business category and geographical area. Consultant shall include, at no additional cost to City, a nonconfidential newsletter to support City's efforts to inform and engage the public.

2.8. Сonsultant shall provide analysis of sales and use tax data and presentations to City. Consultant's analysis and presentations shall identify emerging retail trends, business retention needs, leveraging of economic clusters and reviewing successes in City jurisdictions with similar characteristics. Consultant shall prepare sales and use tax projections for proposed development projects, respond to technical questions relating to CDTFA processes and regulations, and monitors revenue sharing agreements.

2.9. Budget Projections and Monitoring Consultant shall provide revenue projections at least two (2) times per year and multi-year projections upon request from the City. Consultant shall provide a comprehensive, detailoriented method for projecting and monitoring City's sales and use tax revenues resulting in estimates that fall within 1% of actual receipts two-thirds of the time. Consultant shall make initial and mid-year projections by factoring out payment aberrations that skew the base revenue and factoring in known changes such as new or closed businesses. Consultant shall incorporate information from over 90 economic sources, as well as, information gathered from City meetings to develop economic factors to apply to individual retail business segments; the results are combined into a single estimate of anticipated revenue. Consultant shall enhance its projections by contacting builders of large scale development projects to better time, and estimate the value of potential use tax payments into its estimates. Consultant shall provide budget projections to City twice a year and as requested by City. Consultant shall provide City five-year forecasts on an annual basis.

3. Use Tax Maximization Program

3.1. Consultant shall work with City to ensure that use tax from manufacturing and assembly plants, food processing, cold storage facilities, power/energy projects, medical, research and technical facilities, oil fields/refineries and extraction/mining industries are properly allocated to the City.

3.2. Consultant shall review new business startups that might present potential self- assessed use tax opportunities, shall meet with contractors to advise on sub- permits and reporting procedures and provide materials and advice on purchasing companies and direct payment permits. Consultant shall monitor major construction projects to ensure that any use tax generated is properly allocated to the job site's host jurisdiction.

Attachment A
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9 (Rev. 10.30.18)

3.3. Consultant shall assist City with inserting provisions in conditional use permits and development agreements to guarantee that use tax maximization procedures are followed and shall monitor projects and subcontractors to make certain that sales tax is properly allocated back to City. Consultant shall use direct payment permits and purchasing corporations can where conditions offer mutual opportunities for the City to capture additional sales tax revenues and the participating company can increase control of sales and use tax liabilities.

4. Economic Development Benefits

4.1. Consultant shall properly refine and organize sales tax data and the sales tax data analysis shall be used as a tool to assist in strengthening and expanding local economies. Data obtained by Consultant shall identify companies that are growing and may need expansion space, and shall identify which companies should be contacted as part of City's business retention program. Consultant shall geographically break out the data to produce patterns of industries that potentially share common customers, suppliers, technology and labor and therefore offer opportunities for attracting new businesses. The data shall expose retail areas that may be over saturated in some retail segments while also identifying voids and opportunities for additional retail development.

4.2. Consultant shall correct address and business categorization deficiencies in CDTFA's published data by correcting addresses and re-categorizing merchants to differentiate brick and mortar retailers from "business to business" suppliers and on-line retailers.

4.3. Consultant shall create and group businesses into additional categories and classifications, not provided by the CDTFA, to better track new and emerging economic trends. This process includes the breaking out of biotech/medical suppliers, online fulfillment centers, alternate energy and utility providers, wineries and marijuana dispensaries. Consultant's focused approach to data management shall allow City to more accurately compare the impact of trends in their jurisdiction with state and regional trends. On a regional basis, it shall provide City identification of true economic voids and opportunities to expand the City's tax base.

4.4. Consultant shall provide accurate addressing for improved performance monitoring and comparison of specific economic areas such as shopping centers, downtown districts and auto malls with similar projects throughout California. Consultant shall analyze data throughout California to identify new trends and developments that might help City. Consultant's service includes analyses to identify retail voids and opportunities and an annual publication of retailers seeking expansion in the region and state.

5. Legislative Updates

5.1. Consultant shall prepare Legislative Updates for City to keep City informed on any changes that may impact local revenues. Consultant shall provide Issue Updates which are similar in nature but deal with specific issues such as Sales Tax Participation Agreements. Consultant shall present each issue in detail so that City is better equipped to handle questions on that topic from City community leaders.

Attachment A
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10 (Rev. 10.30.18)

5.2. Consultant shall retain Rebecca Marcus as a lobbyist to represent City's interests in matters before the CDTFA and the state legislature.

6. Consultation

6.1. Each quarter, Consultant shall analyze the City's data in detail and meet with appropriate City officials to review trends and discuss and make recommendations regarding the budget implications of the quarter's data.

6.2. Consultant shall provide "on-call" service to City to provide sales tax estimates for proposed projects, assist with budget projections and answer sales and use tax questions related to economic development, budgeting and related revenue collection. When requested by the City, Consultant shall meet with committees of the City Council and other groups to explain sales tax regulations and their importance to the City's tax base.

6.3. Consultant shall when requested by the City, conduct technical seminars for City personnel on California sales and use tax processes. Consultant seminars shall cover the fundamentals of direct payment permits, purchasing corporations and maximizing "use tax" from construction projects, to support in-house efforts to maximize use tax.

6.4. Consultant shall maintain close and positive relationships with members of the CDTFA and staff to quickly resolve policy issues unique to City. Consultant shall advocate regulation and legislative changes when they are of benefit to all City.

For example, Consultant's work in the change of allocation of "use tax" for major construction projects, secured an Executive Order from the Governor to allow publishing of top taxpayers in public documents and the introduction of the problem of "point of sale" for warehouses to the CDTFA
.

Transactions and Use Tax Management Program

1. Consultant shall provide the following services:

1.1. Economic Analysis

1.1.1. Consultant shall correct address and business categorization deficiencies in CDTFA's published data by correcting addresses and re-categorizing merchants to differentiate brick and mortar retailers from "business to business" suppliers and on-line retailers.

1.1.2. Consultant shall create and group businesses into additional categories and classifications, not provided by the CDTFA, to better track new and emerging economic trends. This process includes the breaking out of biotech/medical suppliers, online fulfillment centers, alternate energy and utility providers, wineries and marijuana dispensaries. Consultant's focused approach to data management shall allow City to more accurately compare the impact of trends in their jurisdiction with state and regional trends.

1.1.3. Consultant shall use the intellige nce gleaned from quarterly sales tax meetings with 462 agencies to identify new trends and developments that might help the City. Consultant's bi-weekly Headlines enews service is included to keep City informed of trends and developments that may impact individual and regional economic strategies and goals.

Attachment A
487

11 (Rev. 10.30.18)
Budget Projections and Monitoring

1.1.1. Consultant shall provide a comprehensive, detail-oriented method for projecting and monitoring transactions tax revenues. The California's economic base is divided into seven major economic segments. Initial and mid-year projections are made for each category by eliminating payment aberrations and including recent revenue impacts such as newly opened or closed businesses. Consultant shall incorporate information gathered from over 90 industry sources and from its quarterly client meetings across the state of California; the results are combined into a single estimate of anticipated revenue. Consultant shall provide City a single "most-likely" budget estimate and to stand-by that budget projection, explaining variances when they occur. Consultant shall provide City accurate estimates.

1.1.2. Consultant shall enhance its projections by contacting builders of large- scale development projects to determine the estimated timing and value of potential construction related revenue in its estimates. Consultant shall provide City Five-year forecasts on an annual basis.

Management Support

1.1.4. Each quarter, Consultant shall a nalyze City transactions and use tax data in detail and meet with appropriate officials to review trends and make recommendations regarding the economic and budget implications of that quarter's data.

1.1.5. Consultant shall provide "on-call" staff to provide transactions and use tax estimates for proposed projects and prepare budget projections. When requested by City, Consultant shall meet with City to explain transactions tax regulations and their importance to the City tax base.

1.1.6. Consultant shall maintain close and positive relationships with BOE Board Members and staff to quickly resolve policy issues unique to City.

Consultant shall advocate regulation and legislative changes when they are of benefit to City. An example is the Consultant's work in the change of allocation of "use tax" for major construction projects, securing an Executive Order from the Governor to allow publishing of top taxpayers in public documents and the introduction of the problem of "point of sale" for warehouses to the CDFTА.

Reports, Transactions Tax Website and Training

1.1.1. Within one week of receiving new quarterly data, Consultant shall import the City's detailed transactions and use tax data into Consultant's web- based sales tax system to facilitate analysis and report preparations.

Consultants shall provide City system access to search, print and export City transactions and use tax data for a variety of financial, management and planning functions. Consultant shall provide City the ability to search transactions tax producers by business name, address, CDTFA account number and current and historical allocations. Consultant shall provide City Attachment A
488

12 (Rev. 10.30.18)
access to the archived quarterly transactions and use tax reports through Consultant's online. application. Consultant shall provide training on use of the Consultant's web-based application and ongoing upgrades shall be provided to City at no additional charge to City.

1.1.2. Consultant shall provide quarterly transaction tax reports on both a cash and adjusted basis. Consultant's cash reports shall reconcile to CDTFA payments while adjusted reports shall accurately provide economic trending data. Consultant shall provide reports on major tax producers and total tax receipts as requested by City.

Consultant shall present the data in reports
for major tax producers, by both rank and category, analysis of tax activity by category and business, district or specific areas that the City has specified, analysis of reporting aberrations and per capita and by number of outlet comparisons.

1.1.3. Consultant shall provide City additional quarterly reports that include reports by major retail outlets, business category, geo area growth and decline comparisons, historical revenue tables and top 100 taxpayer listings.

1.1.4. Consultant shall provide quarterly analysis that is done in context with regional market, countywide and statewide trends to better monitor and compare the economic performance by business category and geographical area. Consultant shall include a non-confidential newsletter to City to support City's efforts to inform and engage the public.

1.1.5. Unlike the Bradley-Burns Uniform loca l tax which is allocated basically to the "Point of Sale", transactions taxes are to the extent possible collected and allocated only to those residing or physically located within the Agency levying the tax. The difference often creates confusion and difficulties in projecting revenue trends. Consultant's reports shall be designed to overcome these problems and provide City with accurate revenue projections and planning forecasts.

5. INTERNAL AND EXTERNAL STANDARDS AND GUIDELINES

1.1 The California Department of Tax and Fee Administration (CDTFA) authorized by Revenue and Taxation Code Section 7056

1.2 Consultant shall prepare and submit petitions (CDTFA Form 549- S or 549-L) that notify the CDTFA of the existence and nature of the misallocation.

1.3 Section 7056 of the State of Calif ornia Revenue and Taxation code specifically limits the disclosure of confidential taxpayer information contained in the records of the State Board of Equalization. This section specifies the conditions under which a City may authorize persons other than City officers and employees to examine State Sales and Use Tax records.

1.4 The following conditions specified in Section 7056 (b), (1) of the State of California Revenue and Taxation Code are hereby made a part of this Agreement.

Attachment A
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13 (Rev. 10.30.18)

1.5 Consultant is authorized by this Agreement to examine sales, use or transactions and use tax records of the CDTFA provided to City pursuant to contract under the Bradley-Burns Uniform Sales and Use Tax Law.

1.6 Consultant is required to disclose information contained in, or derived from, those sales, use or transactions and use tax records only to an officer or employee of the City who is authorized by resolution to examine the information.

1.7 Consultant is prohibited from pe rforming consulting services for a retailer, as defined in California Revenue & Taxation Code Section 6015, during the term of this Agreement.

1.8 Consultant is prohibited from retain ing the information contained in, or derived from those sales or transactions and use tax records, after this Agreement is expired. Information obtained by examination of CDTFA records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the City as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the Consultant as a person, authorized to examine sales and use tax records and certify that this Agreement meets the requirements set forth above in Section 7056 (b), (1) of the Revenue and Taxation Code.

1.9 City shall adopt a resolution of c onfidentially authorizing Consultant's access to the confidential database.

1.10 Regulation 1699 Evaluations CDTFA Regulation 1699 controls when and where a permit should be issued to a given business location

1.11 The State Board of Equalization (BOE) Regulation 1828, governs the administrative process for recovery of misallocated transactions tax revenue (i.e revenue credited in error to the wrong district). Section (e) of this regulation limits redistributions to two (2) quarterly periods prior to the quarter in which BOE is made aware of the error.

1.12 Recovery of deficient payments is limited by Section 6487 of the Sales and Use Tax Law to three years after the return is filed.

6. CRITERIA OF ACCEPTANCE FOR DELIVERABLES

6.1 Consultant shall provide City with quarterly reports.

6.2 Consultant shall provide revenue pr ojections at least two (2) times per year and multi-year projections upon request from the City.

Attachment A
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14 (Rev. 10.30.18)

7. Notices
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:

Contractor: Hinderliter De Llamas & Associates. City: City of Stockton Attn: Bobby Young Attn: City Manager
120 S. State College Blvd., St 200 425 N. El Dorado Str Brea, CA 92821 Stockton, CA 95202

Key Personnel

Hinderliter De Llamas & Associates
Bobby Young Director of Client
Services
[email protected] 714-879-5000

City of Stockton, CA
Brandon
Sepulveda
Budget Office [email protected] 209-937-8820 Mario Caballero Project Manager
III
[email protected] 209-937-8330
Procurement [email protected] 209-937-8357

8. TERM.

The term of the Agreement shall be up to 5 years or until the contract value reaches $699,000. The total term of the Agreement including the extended term shall not exceed 5 years.

Attachment A
491
Exhibit B:

Insurance Requirements
(Professional Services)

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

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

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

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

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

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

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

Other Insurance Provisions

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

Attachment A
492

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 Attachment A
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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 ev idence 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.

Verification of Coverage

Attachment A
494
Contractor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

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

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

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

Certificate Holder Address

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

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

Attachment A
495

EXHIBIT C

GENERAL TERMS AND CONDITIONS

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

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

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

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

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

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

5. Ownership of Work . All reports, work product, all other documents completed or partially completed by Contractor or its appr oved subcontractors, in performance of this Agreement, and if applicable, drawings, desi gns, and plan review comments shall become the property of the City. Any and all copyright able subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree 1 Attachment A
496
to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense.

Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

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

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

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

9. Contractor’s Status .

9. 1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City. Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise an y rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's 2 Attachment A
497
control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessa ry, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

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

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

10. Subcontractor.

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

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

10.3 It is further understood and agreed that DOO6XEFontractorV must issue W-2 IRUPVRURWKHUIRUPVDVUHTXLUHGE\ODZIRULQFRPHDQGHPSOR\PH QWWD[SXUSRVHVIRUDOO RI6XEFRQWUDFWRUVSHUVRQQHO

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received. 3 Attachment A
498

11. 2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party.

11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any paym ent may arise under this Agreement until funds are made available and until the Cont ractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the Cit y, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.
 Non-Assignability. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Contractor shall be solely responsible for reimbursing subcontractors.  Indemnity and Hold Harmless. 7R WKH IXOOHVW H[WHQW SHUPLWWHG E\ ODZ &RQWUDFWRU VKDOO KROG KDUPOHVV GHIHQG DQG LQGHPQLI\ &LW\ RI 6WRFNWRQ DQG LWV RIILFHUV RIILFLDOV HPSOR\HHV DQG YROXQWHHUV IURP DQG DJDLQVW DQ\ DQG DOO OLDELOLW\ ORVV GDPDJH H[SHQVH FRVWV
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 Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.

Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.  Conformance to Applicable Laws . Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person. 4 Attachment A
499

17. Licenses, Certifications and Permits . Prior to the City’s execution of this Agreement and prior to the Contractor’s engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.

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

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

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

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

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

23. No Personal Liability . No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.
5 Attachment A
500

24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

25. Non-Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, r epresentatives or subcontra ctors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employ ment or person receiving se rvices under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcon tractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City’s nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subject ed to discrimination under any program or activity receiving federal financial

assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.

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

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

28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
6 Attachment A
501

29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

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

31. Entire Agreement, Integration, and Modification.

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

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

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

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
7 Attachment A
502
1 (Rev. 07.12.22)

EXHIBIT D

PROFESSIONAL SERVICES SPECIAL TERMS AND CONDITIONS

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

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

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

2. General. The following terms and conditions are applicable for the Professional Services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions ( “GTC”) Exhibit C, and all other Exhibits identified in the Standard Agreement.

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

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

3. Time for Performance.

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

3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other Attachment A
503
2 (Rev. 07.12.22)
losses or expenses incurred by Contractor b y reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

4. Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:

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

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

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

5. Compensation

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

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed Attachment A
504
3 (Rev. 07.12.22)
basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

6. Personnel

6.1 None of the work or services co vered by this Agreement shall be subcontracted without the prior written app roval of the City. Any work or services subcontracted hereunder shall be specified by written agreement and shall be subject to each provision of this Agreement. Contractor shall provide subcontractor a copy of this fully executed Agreement.

6.2 Contractor agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement. The payment made to Contractor pursuant to this Agreement shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agre ement. Neither Contractor nor Contractor ’s officers or employees are entitled to any sala ry or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Contractor. The City shall not be required to pay any workers' compensation insurance on behalf of Contractor. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor ’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

6.3 Key Personnel: Because of the sp ecial skills required to satisfy the requirements of this Agreement, Contractor shall not reassign or replace key personnel without the written consent of the City, which consent the City will not unreasonably withhold. "key personnel" means those job titles and the persons assigned to those positions in accordance with the provisions of this Agreement. The City may at any time in writing notify Contractor that the City will no longer accept performance of Services under this Agreement by one or more Key Pe rsonnel listed. Upon that notice Contractor shall immediately suspend the services of the key person or persons and must replace him or them in accordance with the terms of this Agreement. A list of key personnel is found in Exhibit A, Scope of Services.

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

Attachment A
505
4 (Rev. 07.12.22)

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

9. Copyright
No materials, including but not limited to reports, maps, or documents produced as a result of this Agreement, in whole or in part, shall be available to Contractor for copyright purposes. Any such materials produced as a result of this Agreement that might be subject to copyright shall be the property of the City and all such rights shall belong to the City, and the City shall be sole and exclusive entity who may exercise such rights.

10. Deliverables
Contractor shall prepare or provide to the City various Deliverables. "Deliverables" include work product, such as written review s, recommendations, reports and analyses, produced by Contractor for the City. The City may reject Deliverables that do not include relevant information or data, or do not include all documents or other materials specified in this Agreement or reasonably necessary fo r the purpose for which the City made this Agreement or for which the City intends to use the Deliverables. If the City determines that Contractor has failed to comply with the foregoing standards, it has 30 days from the discovery to notify Contractor of its failure. If Contractor does not correct the failure, or if it is possible to do so, within 30 days after re ceipt of notice from the City specifying the failure, then the City, by written notice, may treat the failure as a default of this Agreement.

Partial or incomplete Deliverables may be acc epted for review only when required for a specific and well-defined purpose and when c onsented to in advance by the City. Such Deliverables will not be considered as satisfying the requirements of this Agreement and partial or incomplete Deliverables in no way relieve Contractor of its commitments under this Agreement.

11. Applicable Laws
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
506

1 (Rev. 10.30.18)

EXHIBIT E

COMPENSATION SCHEDULE

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

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $ 699,0000 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

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

Reimbursable expenses will be reimbursed wi thout markup. Fees plus reimbursable expenses shall not exceed the amount set forth in section 1.1 of this Exhibit and a copy of the original invoice for the items listed in i, ii or iii below shall be attached to the invoice submitted to the City for reimbursement. Payments shall be based upon work documents submitted by the Contractor to the City and accepted by the City as being satisfactory to City’s needs. The City shall not pay a markup on any of the items listed in i, ii or iii.

Additionally, items such a telephone, fax, po stage or freight are already included in the billable hourly rate. Contractor shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services:

i. Expenses, fees or charges for prin ting, reproduction or binding of documents at actual costs with no markup added to the actual cost.

ii. Any filing fees, permit fees, or other fees paid or advanced by the Contractor at actual costs with no markup added to the actual cost.

iii. Travel expenses shall be reimbu rsed in accordance with the City’s travel policy, which is incorpora ted herein by reference.

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

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

Thereafter, Contractor must complete services based on the Agreement without additional compensation unless there is a material change to the Statement of Work and Scope by a written Amendment.

Attachment A
507
2 (Rev. 10.30.18)

1.4 If work is completed before the “ not to exceed” amount is reached, the Contractor’s compensation will be based on t he Contractor’s invoices previously submitted for acceptable work performed and approved.

1.5 Subcontractor Costs: Compensation for subcontractors shall be limited to the same restrictions imposed on the Cont ractor. Maximum markup Contractor may apply to subcontractor fees, minus reimbursable expenses, shall not exceed __NA___%.

2. T ask Price. Below is the price for the serv ices and reimbursable expenses as described in Exhibit A of this Agreement.

Task Description Task Price
1 Sales and Use Tax Estimated Annual Cost $121,000
2 Transaction and Use Tax Estimated Annual
Cost
$18,800
3 $
T OTAL ANNUAL PRICE $139,800

3. Hourly
Rates. The following is a list of hourly billa ble rates that Contractor shall apply for additional services requested of the Contractor. Cont ractor shall be compensated based on the hourly rates set forth below, on a time and material basis for those services that are within the general scope of services of this Agreement, but beyond the description of services required under Exhibit A, and a ll services are reasonably necessary to complete the standards of per formance required by this Agreement. Any changes and related fees shall be mutually agreed upon between the parties by a written amendment to this Agreement.

Hourly Billable Rate Schedule
Title Role on Project
Hourly
Billable
Rates
$
$
$
$
$
$
$

4. Additional
Fees. Should an amendment to the Agreement be issued for additional services that require the following items, the unit prices are as follows:

Title Unit Price
$
Attachment A
508

3 (Rev. 10.30.18)

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

City of Stockton Administrative Services Department
Attention: Budget Officer
425 N. El Dorado Street
Stockton, CA 95202
Attachment A
509
1 (ZĞǀ͘ϬϮ.ϭϯ.Ϯϱ)

CITY OF STOCKTON

STANDARD AGREEMENT

1. This Agreement is entered into between the City of Stockton (“City”) and (“Contractor”)to provide
as set forth in Exhibit A to this Agreement.
_____________________________________________________________________________

2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:

Commences on: Terminates on:
_____________________________________________________________________________

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

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.

J
([KLELW*6SHFLDO)XQGLQJ7HUPV &RQGLWLRQV   

,IDSSOLFDEOHFKHFNER[
<(6
____________________________________________________________________________ IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
______________________________________________________________________________________________ Contractor’sName (if other than an individual, state whether a corporation, partnership, etc.):
______________________________________________________________________________________________ Authorized Signature Date
______________________________________________________________________________________________ Printed Name and Title of Person Signing
______________________________________________________________________________________________ Address

CITY OF STOCKTON
_________________________________________________________BB________________ 6WHYH&RODQJHOR,QWHULPCity Manager Date
ATTEST:
____________________________________________________________________________ .DWKHULQH5RODQG&0&,&30& City Clerk
APPROVED AS TO FORM:
/RUL0$VXQFLRQ, City Attorney
BY:

Agreement Number:
(a) Exhibit A – Statement of Work
(b) Exhibit B – Insurance
(c) Exhibit C – General Terms Conditions
(d) Exhibit D –

H
Exhibit E – Compensation Schedule
(f) Exhibit F – Timeline
HdL Coren & Cone Property Tax
6/30/2030
187,500
Professional Services Special Terms & Conditions
HdL Coren & Cone
Attachment B
510
1
(Rev.10.30.18)

EXHIBIT A

STATEMENT OF WORK

1. PROJECT OBJECTIVES 


1.1. Consultant shall implement a Business License Tax Compliance Management program designed for discovery, audit and collections of various locally administered municipal businesses.

1.2. Consultant shall perform TOT/TBID to City to increase compliance, recover all of the TOT revenue to which it is entitled, and mitigate errors that may lead to long and drawn out battles for collections and to educate the third- party collectors and remitters of TOT/TBID to ensure maximum future compliance with the City's related codes and ordinances.

2. PROJECT SCOPE

2.1. All work will be performed remotely.

2.2. Consultant shall ensure that all communications with the City's business community is kept at a professional level maintaining a careful balance between compliance and revenue collection and tactfulness, sensitivity and taxpayer education.

2.3. Consultant shall perform a full administration program including providing monthly monitoring of each TOT/TBID return which removes the burden of administration from the City. Through Consultant's TOT/TBID Administration Program, the City shall benefit from streamlined return processing, online reporting, and increased revenues while the lodging community shall see such benefits as online filing and payment options, dedicated customer service, and consistent monitoring of returns designed to identify errors before huge penalty and interest accruals.

2.4. Consultant shall use its Business Tax Audit program to confirm that registered businesses are compliant with local reporting requirements and shall educate the business community in proper renewal and reporting procedures. 

3. MAJOR DELIVERABLES

3.1. Project Planning and implementation

3.1.1. Consultant's project management team shall work in partnership with the City to develop a detailed outline of the work plan and specific services/options deployed. During the project planning period, the City will review and approve general timelines and milestones for project implementation as well as project details such as language for business correspondence and other operational items. Consultant shall provide flexible project plans that evolve with the program, allowing Consultant and Attachment B
511
2
(Rev.10.30.18)
the City to quickly make course corrections along the way to address needs or concerns that may arise.

3.2. Communication
Consulting and Support Consultant understands that the key to any partnership is communication. Consultant shall ensure the free flow of information between the City and the Consultant's Compliance Management team by establishing clear guidelines during project planning. Consultant shall provide multiple points of contact for City personnel and shall provide scheduled progress meetings via teleconference, webinars, and in person meetings.

3.3. Consulting and Support
In addition to the Discovery and Audit services delivered by Consultant under the Compliance Management Program, the Consultant shall provide a team of experts that include Certified Revenue Officers(CRO), former Finance Directors and City Managers and other team members with decades of 5 experience in servicing local government for the City to use.

Consultant shall make these resources available to the City to provide support on complicated tax nexus issues, best practice approaches, sample documents and forms, ordinance reviews and other tax compliance and management related issues.

3.4. Reporting
Consultant shall deliver a suite of reporting options that capture a summary of the activities as well as details performed under the individual programs.

Consultant shall provide a variety of standard weekly, monthly, quarterly and annual reports as well as the option to customize and develop unique reporting solutions to meet the City's ad-hoc requests.

3.5. Online Services
Consultant shall provide City and its business community online functionality to the Consultant's Compliance Management Program. The City will have access to a variety of services such as reporting and account lookups, and the City's business community will have access to file their applications, make payments, correspond with tax specialists and receive assistance for their business questions all online.

3.6. Dispute Resolution
Whether a dispute arises from a newly registered business or from a deficiency determination on an existing business, Consultant shall support the City in resolving disputes arising from the City's business community. Consultant's shall utilize its dispute resolution process to assist the City in resolving taxpayer issues by providing ordinance reviews and interpretation, best practices, case law updates, expertise on nexus issues, refund defense, and other services tailored to assist the City in administering business.


Attachment B
512
3
(Rev.10.30.18)

4. TASK THAT SUPPORT THE DELIVERABLES

4.1. Business License Tax Discovery Services
Consultant shall apply the Business License Tax Discovery component of their Compliance Management Program to identify businesses that are subject to taxation under the City Municipal Code which are not registered and not paying the Business License Tax. Consultant shall identify businesses physically located within the boundaries of the City, and those businesses that may conduct business within the City while having an intermittent or no physical presence. The Consultant's performance of the Business License Tax Discovery Program services shall include:

4.1.1. Enriched Data Portfolio/Lead Identification
Utilizing data provided by the City, as well as the Consultant's Enriched Data Portfolio (EDP), Consultant shall build a comprehensive inventory and an enhanced listing of businesses subject to taxation in the City.

Consultant shall facilitate a comprehensive comparative analysis with the City's records of those business that are registered. Consultant shall match these businesses electronically to the existing files of the City using advanced data matching algorithms, allowing Consultant to identify which businesses are non-reporting, non-registered and not compliant, and which businesses require follow up.

4.1.2. Field Surveys
Consultant's experienced field crews, equipped with the most advanced tools available (mobile mapping/GPS systems, tablet computers pre- loaded with various City and state-wide databases, etc.) shall physically canvass commercial areas of the City to develop and enhance the leads identified in the EDP and to validate businesses identified as unregistered or nonreporting. The Field Surveys shall provide additional inventories of active businesses, and provide on-site verifications of data culled from other sources.

4.1.3. Exception Resolution
Consultant shall review City records and filter out records that may lead to erroneous contacts. Consultant shall review City records to locate duplicate entries, unclosed businesses, change in deed information/new ownership. This extra step allows Consultant to find additional revenues not otherwise identifiable through electronic means and assists in reducing potential complaints levied at City staff and management.

4.1.4. Compliance Communication and Outreach
Upon completion of the exception resolution process, Consultant shall initiate contact with the identified and confirmed, unregistered or non- reporting businesses to educate the businesses regarding the City's business license tax requirements, reporting and renewal requirements, assist the businesses in completing the City's applicable registration form(s) and determine the amount of business license tax and penalties due for the current and prior periods. Consultant shall simplify the process for businesses and shall utilize a variety of City approved communication methods including mail, telephone, email and web-site access to notify Attachment B
513
4
(Rev.10.30.18)
potential non-compliant entities of their options to comply or dispute their non-compliant status. Initial notification packets prepared by Consultant shall include everything a
business needs to become compliant and
multiple methods of resolving their accounts.

4.1.5. Business Assistance Center
Consultant shall maintain a Business Assistance Support and Service Center for the City's business community to access support during normal business hours. Consultant shall establish a toll-free line for City's businesses to call and the toll-free line shall have minimal hold times along with access to a variety of options which include filing support, payment options, resolution of specific tax issues and other services designed to reduce the burden of registering and filing taxes. Consultant's experts, including resident Certified Revenue Officers (CRO), shall implement a business friendly and education centric approach to supporting the business community in all aspects of the compliance process.

4.1.6. Business Assistance Center Online
Consultant shall provide to City's online businesses a range of services that are available on-line, 24 hours a day, seven days a week. These services include Consultant's Flex File which allows businesses to file their new business registration as well as make payments via Consultant's on- line filing portal. In addition to filing and paying for taxes, City's businesses can obtain copies of Business License applications, general support and FAQs, schedule appointments and request copies of their tax registration.

4.1.7. Document Submission/Processing
Prior to Consultant processing each Business License application received from businesses located in the City limits, Consultant shall review the application for completeness and accuracy. As a pre-requisite or courtesy to the businesses; Consultant shall request or forward additional documentation needed to complete the approval of a submission, such as a home occupation permit, to other City departments. All submissions shall be filed and stored electronically by Consultant and made available to the City via the remittance process described below or upon request.

4.1.8. Invoicing
Consultant shall approve the Business License application, and forward invoices to the business indicating detailed tax calculations and balances owed. Consultant shall provide businesses the opportunity to pay their balances via mail, online, or over the phone services. Consultant shall provide businesses continued access to
Consultant's Business Support
Center for any questions or disputes arising from the invoice process.

4.1.9. Remittance
Consultant shall ensure that the amount of payment received from businesses is correct. Upon collection of all requirements including the payment from the businesses, business license application, registration forms and/or other documentation, Consultant shall prepare a remittance package for the City that includes payment, as well as, copies of all Attachment B
514
5
(Rev.10.30.18)
taxpayer correspondence and other relevant information. Consultant shall submit remittances to the City no less than once per week, and by the next business day following the City's fiscal year end (June 30th) each year.

4.1.10. Consultant may submit remittance packages electronically via the Consultant's electronic remittance process. If Consultant is utilizing the electronic remittance option, completed and approved business license applications together with all relevant information shall be provided to the City in an electronic image format with revenues distributed to the City in one payment net Consultants fees. Consultant's use of the electronic remittance option allows the City to upload the data directly to the City's database saving data entry time.

4.2. COMPLIANCE
Consultant shall use its Business Tax Audit program to confirm that registered businesses are compliant with local reporting requirements and shall educate the business community in proper renewal and reporting procedures. Consultant shall establish a comprehensive inventory of the registered businesses subject to taxation by City and perform an analysis of records of those entity's current and prior year's tax remittances. Consultant shall ensure businesses are reporting accurately, and shall ensure City is receiving the business license tax revenues. The Business License Tax Audit Program shall include:

4.2.1. Analysis and Selection
Consultant shall select potential audit candidates and meet with designated City staff to review and discuss potential audit candidates and mutually agree which business will be subject to audit review. Consultant shall provide to City preliminary analysis reports on each business selected prior to moving through the audit phases. Consultant shall only review/audit those businesses approved or requested by City.

4.2.2. Audit Notification and Scheduling
Consultant shall send a letter two (2) weeks in advance of the proposed audit date to the approved business notifying them of a scheduled Compliance Analysis Audit. Consultant shall make every effort to promote a positive experience for the taxpayer. Consultant shall include in the letter a detailed description of the requirements and relevant documentation required for the audit. If the business is unable meet the audit date selected by the City all efforts to reschedule the audit to a more accommodating date shall be made by the Consultant. Consultant shall provide businesses the opportunity to schedule flexible appointment times by contacting Consultant's Business Support Center or visiting Consultant's online support center.

4.2.3. Compliance Analysis and Audit

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Consultant's audit team shall audit the financial records of the business to determine compliance with business tax regulations. Consultant shall compare audit records with City's records to identify potential under reporting or misclassified businesses subject to City's license tax.

Consultant shall validate taxing variables such as gross receipts and other relevant information for determining compliance. In addition to identifying underreporting issues, the Consultant shall also focus on other compliance related issues such as assuring correct classifications, multiple location allocation, apportionment issues, and identifying business to business relationships that may create tax liability for 3rd parties.

Consultant shall determine the amount of deficient tax owed for current and prior periods including applicable penalties. Consultant shall submit audit summaries to City for review and approval of calculated deficient tax owed.

4.2.4. Audit and Compliance Report
Upon Consultant's completion of the audit and analysis, and prior to additional actions, Consultant shall generate a monthly compliance report in a format to be mutually agreed upon by the Consultant and City and specified in the work plan, and review the report with the City. The report shall indicate specific results of the review and recommended future actions. Consultant shall include documentation that substantiates the findings in the report so the City and Consultant can detemine the next step of the process,

4.2.5. Deficiency and Commendation Notification
Upon Consultant's and City's final review of the audit and analysis report, Consultant shall notify businesses that are found to have deficiencies of the findings, as well as, the payment and appeal processes. Consultant shall work with these businesses to educate each business where the review/audit identified a tax deficiency of the City's reporting and renewal requirements to prevent recurring deficiencies. Consultant shall send a commendation letter to the business license taxpayers who are found to be in compliance thanking them for being in compliance.

4.2.6. Invoicing and Collections

4.2.6.1. After approval of audit summary by City, Consultant shall invoice businesses through the standard City approved collections process for deficient tax and penalties owed. Consultant shall provide businesses with documentation supporting audit findings and deficient taxes/penalties owed. Consultant shall provide copies of all invoices and supporting documentation to City no later than three (3) business days after mailing of invoices.

4.2.7. Consultant shall collect balances and remit to City, through the City approved remittance processes, along with supporting documentation.

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4.2.8. Consultant shall pursue collection of all deficient taxes and penalties invoiced in accordance with the guidelines for collections established in the work plan.

4.3. TRANSIENT OCCUPANCY TAX SERVICES (TOT)
Consultant shall perform TOT/TBID to City to increase compliance, recover all of the TOT revenue to which it is entitled, and mitigate errors that may lead to long and drawn out battles for collections and to educate the third- party collectors and remitters of TOT/TBID to ensure maximum future compliance with the City's related codes and ordinances. Consultant shall perform a full administration program including providing monthly monitoring of each TOT/TBID return which removes the burden of administration from the City. Through Consultant's TOT/TBID Administration Program, the City shall benefit from streamlined return processing, online reporting, and increased revenues while the lodging community shall see such benefits as online filing and payment options, dedicated customer service, and consistent monitoring of returns designed to identify errors before huge penalty and interest accruals.

4.4. Tax Registration Database Management
Consultant shall transfer City's existing databases related to TOT/STR, into Consultant's internal administration tools. Consultant shall maintain the data and provide reports to the City on a quarterly basis.

4.5. Ordinance and Process Review
Consultant shall perform the following tasks:

4.5.1. Review City's ordinances and resolutions requiring the collections and remittance of lodging taxes and fees due to the City to identify possible deficiencies, areas subject to legal challenge, or missing provisions such as successor liability. When misapplication is identified, calculate he amount of the deficiency and report back to City.

4.5.2. Review City's procedures in applying the ordinance to identify potential challenges based on administration of the ordinance.

4.5.3. Compare City's key ordinance provisions to ordinances of cities of comparable size and demographics.

4.5.4. Provide a written report to the City identifying provisions of the City ordinance that may warrant further review;

4.5.5. Meet with the City to discuss the findings and report, as well as select provisions or administrative recommendations for further review.

4.5.6. Recommend changes to the City's ordinance or administrative procedures, including additional language to cover identified issues, potential loopholes, and improper procedures that could result in an Equal Protection or Due Process claim.

4.5.7. Review hotel operator's internal controls relating to the preparation of the monthly lodging taxes and fees returns to determine the adequacy of those procedures over the calculation and reporting of lodging taxes due to City.

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4.6. Return Processing Consultant shall process TOT/TBID filings within five (5)days of receiving submission from lodging provider taxpayer community. Consultant shall send by email, mail or fax TOT/TBID (each hotel) accounts all applicable forms necessary to complete the renewal process.

4.7. New Account Processing Consultant shall process any new TOT/TBID registrations for Lodging Establishments that change hands or are newly offered properties.

4.8. Payment Posting/Processing Consultant shall contact hotel operators to determine that payments remitted were based on verifiable and correctly calculated revenue. Consultant shall process all payments made for new and existing lodging providers. Consultant shall update TOT/TBID accounts with payment information and revenues shall be remitted to the City net Consultant's fees on no less than a monthly basis.

4.9. Customer Support Center Consultant shall provide lodging providers with multiple support options for registering, filing returns, making payments and for general inquiries. Consultant shall provide lodging providers ɚ Stockton specific local telephone number to in order to access one of the Consultant's tax specialists Monday-Friday 8:00 a.m. to 5:00 p.m. Pacific Standard Time.

Consultant shall provide Lodging providers access to support via, e-mail, fax, and via the Support Center On- Line.

4.10. On-Line Filing & Payment Processing With input from the City, Consultant shall create a custom web site and domain for taxpayers to submit online forms, returns, and payments along with other customer support related items.

4.11. Compliance Monitoring & Lodging Provider Audits 3.9 HdL Software, LLC Consultant shall ensure accurate filings of TOT/TBID returns by consistently monitoring returns and conducting desk audits as needed. Consultant shall provide full on-site compliance audits as mutually agreed to by the City and Consultant, ensuring all providers are audited at least once every three (3) years.

4.12. Reporting
In addition to standard monthly reports, Consultant shall provide the City with annual analysis reports designed to provide key insights in the lodging provider community and the details on reporting of each lodging provider.

Consultant shall prepare the following reports:
a. Trend Analysis for Lodging Taxes and Fees: Indicate growth and decline comparison by various categories for forecasting and analysis, on a quarterly basis.

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b. Projections: For budgetary purposes, provide TOT/TBID projections based on optimistic, pessimistic and most likely economic conditions on a quarterly basis, (including one (1) five-year revenue forecast annually).

4.12.1. Lodging Tax and Fee Legislative Analysis, Risk Analysis, and Reporting Services:
a. Consultant shall provide quarterly updates of state and federal legislation affecting Lodging Tax and Fee procedures and collections including analysis on economic impact.
b. Consultant shall provide revenue risk analysis as a result of changes in technology.
c. Consultant shall make recommendations on ordinance and code changes as appropriate to protect and enhance current and future lodging revenue sources.

4.12.2. The Consultant shall develop a tax collection methodology for online lodging platforms (e.g., VRBO, Airbnb, Couchsurfing, HomeAway).

4.13. Specific Scope - Lodging Provider Audits

4.13.1. Audit Notification & Scheduling
Consultant shall submit a letter to lodging providers selected by Consultant and approved by the City and scheduled the lodging provider for a Compliance Analysis Audit. Consultant shall promote a positive taxpayer experience. Consultant shall remind lodging providers of the documents required for the audit that were discussed in webinars and previous communications. Consultant shall provide lodging providers the opportunity to schedule flexible appointment times by contacting the Consultant's Business Support Center or visiting Consultant's online support center.

4.13.2. Compliance Analysis & Audit
Consultant shall review the books and records of the lodging provider to determine compliance with transient occupancy tax regulations. Consultant shall validate taxable gross rents, exemptions, bank statements, daily/monthly summaries, and other relevant information for determining compliance. Supporting documentation for relevant items such as exemptions will also be documented for accuracy.

4.13.3. Audit & Compliance Report
Upon Consultant's completion of the audit and analysis, and prior to additional actions, Consultant shall generate a compliance report enumerating the audit procedures performed and the results of those audits procedures, and review the report with the City. The report shall include a findings section that shall identify any exceptions, errors, internal control weaknesses, lodging taxes, fees due, and noncompliance and indicate specific results of the reviews and recommended actions. Consultant shall include documentation Attachment B
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with the report to assist the City and Consultant in determining the next steps.

4.13.4. Deficiency and Commendation Notification
Upon Consultant's final review of the compliance report with the City, lodging providers that are found to have deficiencies are notified by Consultant of the findings, as well as, payment and appeal processes. Consultaht shall schedule appointments with the taxpayers to review the findings and educate taxpayers on proper filing procedures designed to prevent future errors and deficiencies.

Consultant shall hold exit conference meetings with the lodging providers and discuss issues identified in the report submitted to the City and the expected next steps. Lodging Providers found to be in compliant, are sent a commendation letter thanking them for their cooperation and compliance.

4.13.5. Invoicing & Collections
Upon request from City, Consultant shall invoice lodging providers foundto be underreporting through the Consultant's standard compliance program using City approved processes. Consultant shall provide Taxpayers access to all of the services provided through Consultant's compliance program including the Taxpayer Support Center and online support systems, including options to make payments of outstanding tax balances online. Consultant shall collect balances are and shall remit along with supporting documentation to the City through approved remittance procedures. **(Invoicing and collections of deficiencies resulting from the Audit are included in phase 2 costs and are not subject to additional fees or percentages.)

4.14. Short Term Rental Services

4.14.1. Consultant's Short-Term Rental (STR) Program, is provided to ensure compliance and education of lodging providers, including short term rental hosts (STR Hosts), in transient occupancy tax regulations and filing procedures, regulatory permits and licensing, and other City specific goals and objectives. Consultant's program ensures a modular, customer service centric approach, that reduces City administrative costs and provides the City with assurances of future compliance and reporting practices from the City's short-term rental lodging industry.

4.14.2. Consultant shall provide a detailed analysis of STR listing on a variety of published methods, including Airbnb, Home Away, VRBO, etc.

This process creates a full inventory of short term rentals within the City's proscribed geographic boundary, including the full name of the owner and the physical address of the unit. Each STR is tracked and updated nightly with valuable data that can include items such as number of nights rented, average occupancy rates, room rates, as well as trend and usage reporting.

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4.14.3. Following identification, Consultant shall conduct a targeted education and compliance campaign designed to inform STR Hosts of their obligations to file and remit taxes and other requisite licenses and permits as may be needed. Each lodging provider is provided a full overview of the requirements and how to best comply both in the present and the future. During the registration process, Consultant shall provide a variety of support options to the community including online filing, file-by- phone, email, and registration via standard mail. Consultant's tax and license specialists shall be available throughout the process to provide support to the STR community and to assist in the registration process.

4.14.4. Once registered, Consultant shall move accounts into a standard administration process. Consultant manages the filing of tax returns and other prerequisites on a quarterly or monthly basis, depending on City requirements. This includes mailing of tax returns, processing of payments, customer support, delinquency follow up, and the development and management of an online portal for registration, filing, payments, and other support related needs.


4.15. STR Identification & Monitoring
Consultant shall compile a list of all actively posted short term rentals available from a wide array of sources. Lists are compiled and aggregated to accommodate duplicate listings from various sites. During the identification and monitoring process, Consultant shall:

i. Scan over 20 different rental sites, including global aggregators like HomeAway/VRBO, Airbnb, Turnkey.com, and Booking.com,
national aggregators like Vacasa and Turnkey and small, local property management firms.

ii. Match Listings to specific parcels using GIS and property tax assessor data.

iii. Create comparison reports to determine which properties may already be compliant or registered and paying taxes.
iv. Provide visual map of all listings within the City. v. Record listing details such as start date, various sites linked to, other information necessary for documenting evidence of STR activity.
vi. Continually monitor activity to identify and record new listings and closures to ensure accurate real-time identification and monitoring. 
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4.16. Education, Registration, and Compliance

Using the list of active STR listings, Consultant shall conduct a series of City approved education-based programs ranging from mailers to direct phone contacts. Each education based packet and contact shall contain all the information necessary to obtain registration and comply with local requirements.

Consultant shall assist STR hosts throughout the program with information and support with all aspects of becoming compliant. During this program, Consultant shall:

a. Validate listing to ensure proper identification and filter out records that may lead to erroneous contacts.
b. Notify non-compliant taxpayers with a series of education-based packets designed to garner compliance.

c. Provide a support center for assistance with general questions, support, and assistance with filing and paying renewal returns.
d. Provide online portal with links to FAQs, education packets, and support for registering, filing returns, and making payments online. e. Follow up with non-compliant lodging provider accounts to obtain registration.
f. Work with City to identify additional requirements and ensure collection of data necessary to enforcement procedures.
g. Establish optional implementation items such amnesty

5. NOTICES
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:

Contractor: HdL Software, LLC City: City of Stockton Attn: Joshua Davis Attn: City Manager
120 S. State College Blvd., St 200 425 N. El Dorado Str Brea, CA 92821 Stockton, CA 95202

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6. KEY PERSONNEL

HdL Software, LLC
Joshua Davis Director
Professional
Services
[email protected] 714-879-5000
Michelle Godfrey Senior Operations
Manager
[email protected] 714-879-5000

City of Stockton, CA
Sharon Dhillon-Ghio Revenue Officer Sharon.Dhillon-
[email protected]
209-937-8215
Mario Caballero Pro ject Manager III [email protected] 209-937-8330 Procurement [email protected] 209-937-8357

7. TERM.

The term of the Agreement shall be up to 5 years or until the contract value reaches $223,500. The total term of the Agreement including the extended term shall not exceed 5 years.

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Exhibit B:

Insurance Requirements
(Professional Services)

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

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

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

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

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

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

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

Other Insurance Provisions

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

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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 Attachment B
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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 ev idence 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.

Verification of Coverage

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

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

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

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

Certificate Holder Address

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

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

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EXHIBIT C

GENERAL TERMS AND CONDITIONS

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

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

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

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

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

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

5. Ownership of Work . All reports, work product, all other documents completed or partially completed by Contractor or its appr oved subcontractors, in performance of this Agreement, and if applicable, drawings, desi gns, and plan review comments shall become the property of the City. Any and all copyright able subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree 1 Attachment B
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to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense.

Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

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

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

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

9. Contractor’s Status .

9. 1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City. Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise an y rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's 2 Attachment B
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control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessa ry, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

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

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

10. Subcontractor.

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

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

10.3 It is further understood and agreed that DOO6XEFontractorV must issue W-2 IRUPVRURWKHUIRUPVDVUHTXLUHGE\ODZIRULQFRPHDQGHPSOR\PH QWWD[SXUSRVHVIRUDOO RI6XEFRQWUDFWRUVSHUVRQQHO

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received. 3 Attachment B
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11. 2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party.

11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any paym ent may arise under this Agreement until funds are made available and until the Cont ractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the Cit y, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.
 Non-Assignability. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Contractor shall be solely responsible for reimbursing subcontractors.  Indemnity and Hold Harmless. 7R WKH IXOOHVW H[WHQW SHUPLWWHG E\ ODZ &RQWUDFWRU VKDOO KROG KDUPOHVV GHIHQG DQG LQGHPQLI\ &LW\ RI 6WRFNWRQ DQG LWV RIILFHUV RIILFLDOV HPSOR\HHV DQG YROXQWHHUV IURP DQG DJDLQVW DQ\ DQG DOO OLDELOLW\ ORVV GDPDJH H[SHQVH FRVWV
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 Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.

Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.  Conformance to Applicable Laws . Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person. 4 Attachment B
531

17. Licenses, Certifications and Permits . Prior to the City’s execution of this Agreement and prior to the Contractor’s engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.

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

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

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

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

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

23. No Personal Liability . No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.
5 Attachment B
532

24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

25. Non-Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, r epresentatives or subcontra ctors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employ ment or person receiving se rvices under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcon tractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City’s nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subject ed to discrimination under any program or activity receiving federal financial

assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.

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

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

28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
6 Attachment B
533

29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

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

31. Entire Agreement, Integration, and Modification.

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

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

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

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
7 Attachment B
534
1 (Rev. 07.12.22)

EXHIBIT D

PROFESSIONAL SERVICES SPECIAL TERMS AND CONDITIONS

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

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

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

2. General. The following terms and conditions are applicable for the Professional Services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions ( “GTC”) Exhibit C, and all other Exhibits identified in the Standard Agreement.

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

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

3. Time for Performance.

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

3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other Attachment B
535
2 (Rev. 07.12.22)
losses or expenses incurred by Contractor b y reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

4. Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:

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

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

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

5. Compensation

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

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed Attachment B
536
3 (Rev. 07.12.22)
basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

6. Personnel

6.1 None of the work or services co vered by this Agreement shall be subcontracted without the prior written app roval of the City. Any work or services subcontracted hereunder shall be specified by written agreement and shall be subject to each provision of this Agreement. Contractor shall provide subcontractor a copy of this fully executed Agreement.

6.2 Contractor agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement. The payment made to Contractor pursuant to this Agreement shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agre ement. Neither Contractor nor Contractor ’s officers or employees are entitled to any sala ry or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Contractor. The City shall not be required to pay any workers' compensation insurance on behalf of Contractor. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor ’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

6.3 Key Personnel: Because of the sp ecial skills required to satisfy the requirements of this Agreement, Contractor shall not reassign or replace key personnel without the written consent of the City, which consent the City will not unreasonably withhold. "key personnel" means those job titles and the persons assigned to those positions in accordance with the provisions of this Agreement. The City may at any time in writing notify Contractor that the City will no longer accept performance of Services under this Agreement by one or more Key Pe rsonnel listed. Upon that notice Contractor shall immediately suspend the services of the key person or persons and must replace him or them in accordance with the terms of this Agreement. A list of key personnel is found in Exhibit A, Scope of Services.

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

Attachment B
537
4 (Rev. 07.12.22)

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

9. Copyright
No materials, including but not limited to reports, maps, or documents produced as a result of this Agreement, in whole or in part, shall be available to Contractor for copyright purposes. Any such materials produced as a result of this Agreement that might be subject to copyright shall be the property of the City and all such rights shall belong to the City, and the City shall be sole and exclusive entity who may exercise such rights.

10. Deliverables
Contractor shall prepare or provide to the City various Deliverables. "Deliverables" include work product, such as written review s, recommendations, reports and analyses, produced by Contractor for the City. The City may reject Deliverables that do not include relevant information or data, or do not include all documents or other materials specified in this Agreement or reasonably necessary fo r the purpose for which the City made this Agreement or for which the City intends to use the Deliverables. If the City determines that Contractor has failed to comply with the foregoing standards, it has 30 days from the discovery to notify Contractor of its failure. If Contractor does not correct the failure, or if it is possible to do so, within 30 days after re ceipt of notice from the City specifying the failure, then the City, by written notice, may treat the failure as a default of this Agreement.

Partial or incomplete Deliverables may be acc epted for review only when required for a specific and well-defined purpose and when c onsented to in advance by the City. Such Deliverables will not be considered as satisfying the requirements of this Agreement and partial or incomplete Deliverables in no way relieve Contractor of its commitments under this Agreement.

11. Applicable Laws
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 B
538

1
(Rev. 10.30.18)

EXHIBIT E

COMPENSATION SCHEDULE

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

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $223,500 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

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

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

Additionally, items such a telephone, fax, postage or freight are already included in the billable hourly rate. Contractor shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services:

i. Expenses, fees or charges for printing, reproduction or binding of documents at actual costs with no markup added to the actual cost.

ii. Any filing fees, permit fees, or other fees paid or advanced by the Contractor at actual costs with no markup added to the actual cost.

iii. Travel expenses shall be reimbursed in accordance with the City’s travel policy, which is incorporated herein by reference.

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

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

Thereafter, Contractor must complete services based on the Agreement without additional compensation unless there is a material change to the Statement of Work and Scope by a written Amendment.

Attachment B
539

2
(Rev. 10.30.18)

1.4 If work is completed before the “not to exceed” amount is reached, the Contractor’s compensation will be based on the Contractor’s invoices previously submitted for acceptable work performed and approved.

1.5 Subcontractor Costs: Compensation for subcontractors shall be limited to the same restrictions imposed on the Contractor. Maximum markup Contractor may apply to subcontractor fees, minus reimbursable expenses, shall not exceed __NA__%.

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

Task Description Task Price
1 Estimated Annual Cost Business License $24,700
2 Estimated Annual Cost (TOT) $20,000
3 $
TOTAL ANNUAL PRICE $44,700

3. Hourly Rates. The following is a list of hourly billable rates that Contractor shall apply for additional services requested of the Contractor. Contractor shall be compensated based on the hourly rates set forth below, on a time and material basis for those services that are within the general scope of services of this Agreement, but beyond the description of services required under Exhibit A, and all services are reasonably necessary to complete the standards of performance required by this Agreement. Any changes and related fees shall be mutually agreed upon between the parties by a written amendment to this A
greement.

Hourly Billable Rate Schedule

Title

Role on Project
Hourly
Billable
Rates
$
$
$
$
$
$
$

4. Additional Fees. Should an amendment to the Agreement be issued for additional services that require the following items, the unit prices are as follows:

Title Unit Price
$

Attachment B
540

3
(Rev. 10.30.18)

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

City of Stockton Administrative Services Department
Attention: Budget Office
425 N. El Dorado Street
Stockton, CA 95202
Attachment B
541
1 (ZĞǀ͘ϬϮ.ϭϯ.Ϯϱ)

CITY OF STOCKTON

STANDARD AGREEMENT

1. This Agreement is entered into between the City of Stockton (“City”) and (“Contractor”)to provide
as set forth in Exhibit A to this Agreement.
_____________________________________________________________________________

2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:

Commences on: Terminates on:
_____________________________________________________________________________

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

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.

J
([KLELW*6SHFLDO)XQGLQJ7HUPV &RQGLWLRQV    ,IDSSOLFDEOHFKHFNER[
<(6
____________________________________________________________________________ IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
______________________________________________________________________________________________ Contractor’sName (if other than an individual, state whether a corporation, partnership, etc.):
______________________________________________________________________________________________ Authorized Signature Date
______________________________________________________________________________________________ Printed Name and Title of Person Signing
______________________________________________________________________________________________ Address

CITY OF STOCKTON
_________________________________________________________BB________________ 6WHYH&RODQJHOR,QWHULPCity Manager Date
ATTEST:
____________________________________________________________________________ .DWKHULQH5RODQG&0&,&30& City Clerk
APPROVED AS TO FORM:
/RUL0$VXQFLRQ, City Attorney
BY:

Agreement Number:
(a) Exhibit A – Statement of Work
(b) Exhibit B – Insurance
(c) Exhibit C – General Terms Conditions
(d) Exhibit D –

H
Exhibit E – Compensation Schedule
(f) Exhibit F – Timeline
HdL Coren & Cone Property Tax
6/30/2030
187,500
Professional Services Special Terms & Conditions
HdL Coren & Cone
Attachment C
542

1 (Rev. 10.30.18)

EXHIBIT A

STATEMENT OF WORK

PURPOSE

Consultant shall provide Property Tax services and applicable reporting.

1. PROJECT OBJECTIVES

1.1. All work will be performed remotely.

1.2. Consultant shall reconcile the annual Auditor/Controller Assessed Valuations Report and shall furnish a breakdown of assessed values within the City and Successor Agency.

1.3. Consultant shall use property tax data sets to identify escaping revenue. The unsecured roll contains property owners which, when matched with a business license data set, can be used to identify escaping revenues. The use of the secured roll will assist in identifying owners of rented residential, commercial, or industrial properties that do not have a business license with the City should one be required.

2. PROJECT SCOPE

2.1. Consultant shall furnish a variety of reports detailing property and revenue trends for the entire City and Successor Agency and for custom defined geographic areas. These reports can be used for budgeting purposes, planning, economic development and public information. Among the reports provided are top property owner/taxpayer listings, identification of property ownership transfers, sales trend analysis, Proposition 8 tracking and restoration forecasting, use category value/revenue analysis and budget projections.

Consultant shall provide the City with quarterly reports of successful, pending and historical assessment appeals.

2.2. Consultant shall provide ongoing consultation services regarding the interpretation of data, revenue estimation (up to a five-year revenue forecast), and special revenue impact analysis reports as requested by City staff about Property Tax revenues.

2.3. Consultant shall, upon request from the City, provide analyses based on geographic areas designated by the City to include assessed valuations and square footage computations.

Attachment C
543

2 (Rev. 10.30.18)

3. MAJOR DELIVERABLES

3.1. Consultant shall ensure that the deadlines for deliverables are met and that requests placed by City staff are handled expeditiously.

4. TASK THAT SUPPORT THE DELIVERABLES

4.1. Consultant shall perform the following tasks to identify, correct and recover property tax errors:

Task I - Establishment of County Data Set
Task II - Identify and Correct Errors
Task III - Prepare Reports
Task IV - Ongoing Analysis

4.2. Identification and Correction of Errors Consultant shall analyze all secured parcels within the City and Successor Agency to identify costly errors resulting in the misallocation of property taxes.

4.3. Consultant shall audit the secured and unsecured property tax rolls two ways:

4.3.1. First review the entire county to find parcels miscoded to other jurisdictions.

4.3.2. Second, review the parcels within the City, San Joaquin County or agency to ensure that each is coded to the appropriate taxing entity.

4.4. Consultant shall file audit results with the County Assessor in a timely manner, to assure that the repetitive errors from previous years will not re-occur.

4.5. Consultant shall conduct an audit of the City local secured and unsecured valuations, on a parcel-by-parcel basis to determine tax rate area miscoding errors and omissions

4.6. Consultant shall perform an analysis of the Assessor Rolls to identify all parcels on both the secured and unsecured tax rolls and verify that parcel assessed valuations and the resulting taxes are correctly allocated to the City or its Successor Agency. This analysis is accomplished using specialized computer software, assessor maps, city GIS maps, city records, other pertinent documents, and field investigations. Consultant's review shall include the lien date secured and unsecured data for the current tax year as well as historical data back for a total of four (4) tax years.

4.7. By cross matching parcels with the City's building permit activity and project completion information, Consultant shall track parcels which should have been reassessed due to new construction activity but have been missed by the assessor's appraisers (escaped assessments).

Attachment C
544

3 (Rev. 10.30.18)

4.8. Consultant shall provide the following reports to City based on the current year lien date property tax rolls and shall provide the reports annually, quarterly or monthly as appropriate: (Reports are also available from prior years if required.)

4.8.1. A five-year history of the values within the City, Successor Agency and custom (City defined) geographic area.

4.8.2. A listing of the largest val ue changes, positive and negative between tax years.

4.8.3. An annual parcel listing of properties with parcel number changes between tax years identifying parcel splits and combines.

4.8.4. A listing of the major property owners for both the City and Successor Agency, including the assessed values and the combined assessed values of their property and property use code designation.

4.8.5. A listing of the major property tax payers, including estimate of the property taxes.

4.8.6. A listing of property tax transfers which occurred since the lien date ordered by month.

4.8.7. A listing of parcels that have not changed ownership since the enactment of Proposition 13A including assessed value.

4.8.8. A comparison of property within the City Successor Agency by county use code designation.

4.8.9. A listing of multiple owned parcels.

4.8.10. A listing of absentee owned parcels.

4.8.11. A multiple year comparison of growth by use code designation over a ten- year period.

4.8.12. Provide a listing by parcel of new construction activity utilizing City building permit data, including building permits with Assessor Parcel Numbers (APN) and project completion dates, to identify non-residential with new construction activity and provide reports for use in the City's preparation of Proposition 4 and 111 State Appropriation Limit calculations.

4.8.13. Analyses based on geo areas designated by the City to include assessed valuations and square footage computations for use in economic analysis and community development planning.

4.8.14. A calculated estimate of property tax revenue anticipated to be received by the City for the fiscal year based on the initial value information provided by the County.

4.8.15. Analysis of parcels that received a Proposition 8 reduction and the potential value to be recaptured as market values improve.

4.9. Consultant shall provide advice and consultation on the City/Successor Agency's preparation of required reports, such as revenue projections; review of Recognized Obligation Payment Schedules (ROPS), submittals to the Oversight Board and/or County or State agencies, and new or revised legislative requirements

4.10. Analysis of legislative and judicial actions impacting Redevelopment Property Tax Trust Fund (RPTTF) revenues to the Successor Agency and to the City.

4.11. The following is the timeline for Consultant to provide Property Tax Analysis and Audit Services to City:

Attachment C
545

4 (Rev. 10.30.18)

4.11.1. Consultant shall purchase County assessment rolls annually in July.

4.11.2. Consultant shall make available to City the property data program for access via the internet within 30 calendar days of the execution of this Agreement.

Consultant shall update monthly the parcel data to include the most current ownership information due to parcel transfers.

4.11.3. Consultant shall complete and submit the initial secured and unsecured audits for the City and Successor Agency to the County Assessor for corrective action within 90 days of receipt of county rolls. The City will receive from Consultant file copies of submittals simultaneous with submissions to the County Assessor.

4.11.4. Consultant shall perform data collection from the county assessor's and auditor controller's offices for reports in August and September each year and preliminary reports shall be delivered to the City annually before the end of December.

4.11.5. Consultant shall make available to City the final tax ratio percentages from the auditor controller's office annually in February/March. Consultant shall prepare and deliver final reports to City prior to the end of April annually.

5. CRITERIA OF ACCEPTANCE FOR DELIVERABLES

5.1. Consultant shall provide City via email on a quarterly basis information on transfers of ownership and median sale prices in Stockton and the surrounding cities.

5.2. Consultant shall make available through the Consultant's web-based software database a listing of property transfers that have occurred since the last report.

Consultant shall update property transfer listings on monthly basis. This data shall include the new owner/seller of the property, new mailing address if not the situs address, the date of sale, the sale price when verified, document number, and transaction type.

5.3. Consultant shall calculate an estimate of general fund and VLF InLieu property tax revenue anticipated to be received for the next fiscal year by the City and Successor Agency respectively based upon the initial information provided by the County and additional datasets and analysis and subject to modification.

This report is interactive for tax modeling.

5.4. Consultant shall provide a five-year property tax revenue forecast using known and historical trend information to assist staff with a long-range forecast

5.5. Consultant shall provide a user-friendly web-based software application database of City's property tax information for City to access their property tax data and parcels. Consultant shall provide updates to the data portion of the product on monthly basis to reflect changes in ownership, updated appeals filings, and deed recordings. GIS map layers are also provided to allow staff to search for and select properties visually. As modifications and enhancements are made to the program, City shall receive the enhanced version of the software at no additional cost.

Attachment C
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5 (Rev. 10.30.18)

5.6. Consultant shall provide onsite, video, or web-based training to City staff within the first two months after the execution of the agreement for property tax management and audit services and is available annually for new City staff members or City staff requiring a refresher course.

5.7. If City requests additional training sessions, the fees in the compensation section under hourly fees shall be charged. Consultant shall make available to the City the help manual within the program for City to easily navigate through the system. Consultant shall be available Monday through Friday, 8 a.m. to 5 p.m. pacific standard time to answer questions and assist staff on the use of the software. Additionally, Consultant shall provide assistance by either by phone or via email.

5.8. Consultant shall grant City a site license for the application, providing access to all City employees with no limit to the number of users. Consultant shall not charge an annual maintenance fee for the software program. Periodically, as the program changes and product enhancements are developed, upgrades or new releases of the software are issued at no additional cost to the City.

5.9. Consultant shall provide the following Successor Agency Services. The services shall include but not be limited to:

5.9.1. Tax increment projections and cash flow analysis for the Successor Agency by component Project Area.

5.9.2. General advice and assistance with Redevelopment Obligation Payment Schedules (ROPS) document.

5.9.3. Assistance in providing property tax information for the taxing agencies receiving property tax revenues from within the former Project Areas.

5.9.4. Estimates of property tax revenues to be received by the taxing entities from former Project Areas.

5.9.5. Providing property tax information to the Oversight Board at the direction of the Successor Agency.

5.9.6. Providing access to the Oversight Board to City and former redevelopment agency documents at the direction of the Successor Agency

5.9.7. Monitoring the County distribution of tax-sharing and residual revenues to the City and to taxing entities within the former redevelopment agency

5.9.8. Coordinating with the Auditor-Controller the relationship between the tax- sharing, debt service and other obligations of former redevelopment agency

6. NOTICES
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:

Contractor: HdL Coren & Cone. City: City of Stockton Attn: Nichole Cone-Morishita Attn: City Manager
120 S. State College Blvd., St 200 425 N. El Dorado Str B r e a , C A 9 2 8 2 1 S t o c k t o n , C A 9 5 2 0 2 Attachment C
547

6 (Rev. 10.30.18)

7. KEY PERSONNEL

HdL Coren & Cone
Nichole Cone-
Morishita
Chief Financial
Officer
[email protected] 714-879-5000

City of Stockton, CA
Brandon
Sepulveda
Budget Office [email protected] 209-937-8820 Mario Caballero Project Manager
III
[email protected] 209-937-8330
Procurement [email protected] 209-937-8357

8. TERM
The term of the Agreement shall be up to 5 years or until the contract value reaches $187,500. The total term of the Agreement including the extended term shall not exceed 5 years.

Attachment C
548
Exhibit B:

Insurance Requirements
(Professional Services)

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

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

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

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

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

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

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

Other Insurance Provisions

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

Attachment C
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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 Attachment C
550
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 ev idence 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.

Verification of Coverage

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

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

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

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

Certificate Holder Address

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

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

Attachment C
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(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZD͖DŽĚϬϯ͘Ϯϳ͘ϮϰZDͿ

EXHIBIT C

GENERAL TERMS AND CONDITIONS

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

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

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

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

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

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

5. Ownership of Work . All reports, work product, all other documents completed or partially completed by Contractor or its appr oved subcontractors, in performance of this Agreement, and if applicable, drawings, desi gns, and plan review comments shall become the property of the City. Any and all copyright able subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree 1 Attachment C
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(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZD͖DŽĚϬϯ͘Ϯϳ͘ϮϰZDͿ
to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense.

Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

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

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

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

9. Contractor’s Status.

9. 1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City. Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise an y rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's 2 Attachment C
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(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZD͖DŽĚϬϯ͘Ϯϳ͘ϮϰZDͿ
control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessa ry, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

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

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

10. Subcontractor.

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

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

10.3 It is further understood and agreed that DOO6XEFontractorV must issue W-2 IRUPVRURWKHUIRUPVDVUHTXLUHGE\ODZIRULQFRPHDQGHPSOR\PH QWWD[SXUSRVHVIRUDOO RI6XEFRQWUDFWRUVSHUVRQQHO

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received. 3 Attachment C
555
(Rev. 10.30.18; Mod 0ϱ͘Ϭϴ͘ϮϯZD͖DŽĚϬϯ͘Ϯϳ͘ϮϰZD)

11. 2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party.

11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any paym ent may arise under this Agreement until funds are made available and until the Cont ractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the Cit y, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.
 Non-Assignability. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Contractor shall be solely responsible for reimbursing subcontractors.  Indemnity and Hold Harmless. 7R WKH IXOOHVW H[WHQW SHUPLWWHG E\ ODZ &RQWUDFWRU VKDOO KROG KDUPOHVV GHIHQG DQG LQGHPQLI\ &LW\ RI 6WRFNWRQ DQG LWV RIILFHUV RIILFLDOV HPSOR\HHV DQG YROXQWHHUV IURP DQG DJDLQVW DQ\ DQG DOO OLDELOLW\ ORVV GDPDJH H[SHQVH FRVWV
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 Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.

Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.  Conformance to Applicable Laws. Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person. 4 Attachment C
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(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZD͖DŽĚϬϯ͘Ϯϳ͘ϮϰZDͿ

17. Licenses, Certifications and Permits . Prior to the City’s execution of this Agreement and prior to the Contractor’s engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.

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

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

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

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

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

23. No Personal Liability . No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.
5 Attachment C
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(Rev. 10.30.18; Mod Ϭϱ͘Ϭϴ͘ϮϯZD͖DŽĚϬϯ͘Ϯϳ͘ϮϰZDͿ

24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

25. Non-Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, r epresentatives or subcontra ctors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employ ment or person receiving se rvices under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcon tractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City’s nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subject ed to discrimination under any program or activity receiving federal financial

assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.

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

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

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

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

31. Entire Agreement, Integration, and Modification.

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

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

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

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
7 Attachment C
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1 (Rev. 07.12.22)

EXHIBIT D

PROFESSIONAL SERVICES SPECIAL TERMS AND CONDITIONS

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

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

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

2. General. The following terms and conditions are applicable for the Professional Services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions ( “GTC”) Exhibit C, and all other Exhibits identified in the Standard Agreement.

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

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

3. Time for Performance.

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

3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the ti me limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other Attachment C
560
2 (Rev. 07.12.22)
losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

4. Standard of Performance

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

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

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

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

5. Compensation

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

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed Attachment C
561
3 (Rev. 07.12.22)
basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compen sation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

6. Personnel

6.1 None of the work or services co vered by this Agreement shall be subcontracted without the prior written app roval of the City. Any work or services subcontracted hereunder shall be specified by written agreement and shall be subject to each provision of this Agreement. Contractor shall provide subcontractor a copy of this fully executed Agreement.

6.2 Contractor agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement. The payment made to Contractor pursuant to this Agreement shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agre ement. Neither Contractor nor Contractor ’s officers or employees are entitled to any sala ry or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Contractor. The City shall not be required to pay any workers' compensation insurance on behalf of Contractor. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor ’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

6.3 Key Personnel: Because of the sp ecial skills required to satisfy the requirements of this Agreement, Contractor shall not reassign or replace key personnel without the written consent of the City, which consent the City will not unreasonably withhold. "key personnel" means those job titles and the persons assigned to those positions in accordance with the provisions of this Agreement. The City may at any time in writing notify Contractor that the City will no longer accept performance of Services under this Agreement by one or more Key Pe rsonnel listed. Upon that notice Contractor shall immediately suspend the services of the key person or persons and must replace him or them in accordance with the terms of this Agreement. A list of key personnel is found in Exhibit A, Scope of Services.

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

Attachment C
562
4 (Rev. 07.12.22)

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

9. Copyright
No materials, including but not limited to reports, maps, or documents produced as a result of this Agreement, in whole or in part, shall be available to Contractor for copyright purposes. Any such materials produced as a result of this Agreement that might be subject to copyright shall be the property of the City and all such rights shall belong to the City, and the City shall be sole and exclusive entity who may exercise such rights.

10. Deliverables
Contractor shall prepare or provide to the City various Deliverables. "Deliverables" include work product, such as written review s, recommendations, reports and analyses, produced by Contractor for the City. The City may reject Deliverables that do not include relevant information or data, or do not include all documents or other materials specified in this Agreement or reasonably necessary fo r the purpose for which the City made this Agreement or for which the City intends to use the Deliverables. If the City determines that Contractor has failed to comply with the foregoing standards, it has 30 days from the discovery to notify Contractor of its failure. If Contractor does not correct the failure, or if it is possible to do so, within 30 days after rece ipt of notice from the City specifying the failure, then the City, by written notice, may treat the failure as a default of this Agreement.

Partial or incomplete Deliverables may be acc epted for review only when required for a specific and well-defined purpose and when c onsented to in advance by the City. Such Deliverables will not be considered as satisfying the requirements of this Agreement and partial or incomplete Deliverables in no way relieve Contractor of its commitments under this Agreement.

11. Applicable Laws
Deliverables must conform with all applic able 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 C
563

1 (Rev. 10.30.18)

EXHIBIT E

COMPENSATION SCHEDULE

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

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $187,500 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

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

Reimbursable expenses will be reimbursed wi thout markup. Fees plus reimbursable expenses shall not exceed the amount set forth in section 1.1 of this Exhibit and a copy of the original invoice for the items listed in i, ii or iii below shall be attached to the invoice submitted to the City for reimbursement. Payments shall be based upon work documents submitted by the Contractor to the City and accepted by the City as being satisfactory to City’s needs. The City shall not pay a markup on any of the items listed in i, ii or iii.

Additionally, items such a telephone, fax, po stage or freight are already included in the billable hourly rate. Contractor shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services:

i. Expenses, fees or charges for prin ting, reproduction or binding of documents at actual costs with no markup added to the actual cost.

ii. Any filing fees, permit fees, or other fees paid or advanced by the Contractor at actual costs with no markup added to the actual cost.

iii. Travel expenses shall be reimbursed in accordance with the City’s travel policy, which is incorpora ted herein by reference.

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

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

Thereafter, Contractor must complete services based on the Agreement without additional compensation unless there is a material change to the Statement of Work and Scope by a written Amendment.

Attachment C
564
2 (Rev. 10.30.18)

1.4 If work is completed before the “ not to exceed” amount is reached, the Contractor’s compensation will be based on t he Contractor’s invoices previously submitted for acceptable work performed and approved.

1.5 Subcontractor Costs: Compensation for subcontractors shall be limited to the same restrictions imposed on the Cont ractor. Maximum markup Contractor may apply to subcontractor fees, minus reimbursable expenses, shall not exceed _NA___%.

2. T ask Price. Below is the price for the serv ices and reimbursable expenses as described in Exhibit A of this Agreement.

Task Description Task Price
1 Total Estimated Annual Cost $37,500
2 $
3 $
T OTAL ANNUAL PRICE $37,500

3. Hourly
Rates. The following is a list of hourly billa ble rates that Contractor shall apply for additional services requested of the Contractor. Cont ractor shall be compensated based on the hourly rates set forth below, on a time and material basis for those services that are within the general scope of services of this Agreement, but beyond the description of services required under Exhibit A, and a ll services are reasonably necessary to complete the standards of per formance required by this Agreement. Any changes and related fees shall be mutually agreed upon between the parties by a written amendment to this Agreement.

Hourly Billable Rate Schedule
Title Role on Project
Hourly
Billable
Rates
$
$
$
$
$
$
$

4. Additional
Fees. Should an amendment to the Agreement be issued for additional services that require the following items, the unit prices are as follows:

Title Unit Price
$
Attachment C
565

3 (Rev. 10.30.18)

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

City of Stockton Administrative Services Department
Attention: Budget Office
425 N. El Dorado Street
Stockton, CA 95202
Attachment C
566
1 (ZĞǀ͘ϬϮ.ϭϯ.Ϯϱ)

CITY OF STOCKTON

STANDARD AGREEMENT

1. This Agreement is entered into between the City of Stockton (“City”) and (“Contractor”)to provide
as set forth in Exhibit A to this Agreement.
_____________________________________________________________________________

2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:

Commences on: Terminates on:
_____________________________________________________________________________

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

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.

J
([KLELW*6SHFLDO)XQGLQJ7HUPV &RQGLWLRQV   

,IDSSOLFDEOHFKHFNER[
<(6
____________________________________________________________________________ IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
______________________________________________________________________________________________ Contractor’sName (if other than an individual, state whether a corporation, partnership, etc.):
______________________________________________________________________________________________ Authorized Signature Date
______________________________________________________________________________________________ Printed Name and Title of Person Signing
______________________________________________________________________________________________ Address

CITY OF STOCKTON
_________________________________________________________BB________________ 6WHYH&RODQJHOR,QWHULPCity Manager Date
ATTEST:
____________________________________________________________________________ .DWKHULQH5RODQG&0&,&30& City Clerk
APPROVED AS TO FORM:
/RUL0$VXQFLRQ, City Attorney
BY:

Agreement Number:
(a) Exhibit A – Statement of Work
(b) Exhibit B – Insurance
(c) Exhibit C – General Terms Conditions
(d) Exhibit D –

H
Exhibit E – Compensation Schedule
(f) Exhibit F – Timeline
Attachment D
MuniServices LLC Utility User Tax services (UUT)
6/30/2030
475,000
Professional Services Special Terms & Conditions
MuniServices LLC
567
1
(Rev.10.30.18)

EXHIBIT A

STATEMENT OF WORK

1. PROJECT OBJECTIVES

1.1. Consultant shall conduct a "focused" compliance review of the major service providers to assure that the provider's "tax application" matrix is correct.

1.2. Consultant shall review the City's tax payment receipt records for accuracy and verify that UUT is correctly applied. Consultant shall identify possible gaps in payments, irregularities, calculation mistakes (e.g., wrong tax rate), and other payment errors. Consultant shall assist the City with the appropriate compliance correspondence and enforcement actions.

1.3. Consultant shall periodically perform a comparative analysis of a service provider's UUT payments to the City as compared to payment to other neighboring client cities and present findings to the City upon completion of the analysis. Consultant shall perform a comparative analysis of UUT payments for gas and electricity.

2. PROJECT SCOPE

2.1. All work will be performed remotely.

2.2. Consultant shall annually update its proprietary database of "new telecom service providers". Consultant shall draft and distribute PUC 799 notification letter to such new providers on City's behalf following applicable ordinance and code change.

The current list exceeds 1,500 providers.

2.3. Consultant shall annually update its proprietary database of new "video service providers" and send out a notice letter to the new providers on the City's behalf.

2.4. Consultant shall annually review the SB 278 lists of the major gas and electric companies to identify new non-core gas and direct access electric customers, as well as new third-party providers, and ensure that the UUT is being applied to "commodity" purchases.

2.5. Consultant shall perform Utility User Tax (UUT) audits to identify and correct deficiencies. Consultant shall take inventory and provide/conduct analysis of utility service providers/users subject to the City's ordinance.

2.6. Consultant shall confirm any errors/omissions and document each with the correction date, account identification number, service provider, and utility user tax due to the City for prior period (plus applicable interest and penalties).

Attachment D
568
2
(Rev.10.30.18)

2.7. Consultant shall forward the proposed corrections along with all supporting documentation to City representative for revenue recovery. Consultant shall assist the City with the appropriate compliance correspondence and corrective actions. 

3. MAJOR DELIVERABLES

3.1. Exemption Review

3.1.1. Consultant shall periodically review the exemption lists of the major service providers regarding non-residential customers

3.1.2. Optional City Specific Compliance Reviews:

3.1.2.1. At City's request, Consultant shall provide "city specific" reviews on a performance fee or other negotiated basis, if the above activities or other factors (e.g., non-response by utility provider) indicate a need for it.

4. TAST THAT SUPPORTS THE DELIVERABLES

4.1. UUT Payment History
Consultant shall provide City, on a monthly or otherwise mutually agreed upon basis, with a spreadsheet reflecting the City's UUT payments by provider and utility category (based on remittance data provided by City to Consultant).


4.2. UUT Website
UUT Website Consultant shall prepare and maintain an accurate copy of the City's UUT ordinance and its administrative rules and interpretations on the www.uutinfo.org website, including a link to the City's web page (if desired).

Model forms for exemptions and remittances, administrative rulings, and other tax compliance documents shall be maintained by Consultant on the www.uutinfo.org website.

4.3. Reports

4.3.1. Consultant shall provide an annual report to City that outlines the year's activities in review, revenue forecasts, YTD Comparison charts and revenue generated from compliance activities. This report contains an analysis of UUT revenues and a five-year revenue forecast on each of the utility business segments (electric, gas, CATV, wired telecom, wireless telecom, etc.). In addition to the annual UUT report, Consultant shall provide a non- confidential quarterly "Industry Trends" report that highlights industrywide trends and developments among all utility industries that may impact local UUT revenues.

4.3.2. Consultant shall conduct risk analysis report on the impact evolving technology has on current UUT revenues.

Attachment D
569
3
(Rev.10.30.18)

4.3.3. Consultant shall consult with the City regarding the interpretation of data, revenue estimation (up to a five-year revenue forecast), and provide special revenue impact analysis reports upon request.

4.3.4. Consultant shall provide the City, on a monthly basis, with a spreadsheet reflecting the City's UUT payments by provider and utility category according to remittance data provided by the City.

4.4. Tax Application and Geocode Inquiries
Consultant shall provide technical assistance to City staff and provide timely analysis. Consultant shall draft responses to tax application inquiries from utility companies related to developments like the recent passage of the permanent Internet Tax Freedom Act upon request from the City. Consultant shall assist City in responding to citizens regarding their utility bills and the computation of the UUT. Consultant shall assist the City and the utility service providers in correcting geocoding errors in response to taxpayer complaints.

4.4. TECHNOLOGY, MARKETING AND ADMINISTRATIVE RULINGS
Consultant shall provide City on-going monitoring of changes in technology, marketing, and billing practices (e.g., bundling), and the introduction of new services into the marketplace. Consultant shall advise the City through timely updates and recommended tax application decisions or administrative rulings. Such changes may include the use of broadband
telecommunications (including all forms of conferencing); the allocation of taxable and non-taxable values in connection with bundled services (especially affected by the permanent passage of the Internet Tax Freedom Act); taxation of solar and other distributed generation technologies; and the introduction of new services involving telecommunications. Consultant shall analyze and recommend to the City appropriate tax application decisions, including the use of administrative rulings per the City's UUT ordinance

4.5. LEGISLATIVE REVIEW AND IMPLEMENTATION STRATEGY

4.5.1. Consultant shall monitor proposed state and federal legislation to identify issues affecting the City's UUT or utility franchise revenues, and, if justified, make recommendations to the City and its lobbyists. Consultant shall utilize the expertise of Ben Fay, Esq., of Jarvis, Fay, Doporto & Gibson, LLP, on matters requiring legislative and legal analysis. Consultant's Government Relations team shall work in collaboration with Mr. Fay and other stakeholders including representatives from the League of California Cities, the California Society of Municipal Finance Officers, the California Municipal Revenue Tax Association, Special Districts Association, City advocates, utility providers, the Public Utilities Commission, CDTFA/BOE, and others.

Attachment D
570
4
(Rev.10.30.18)

4.5.2. Consultant shall monitor and provide updates on state and federal legislation affecting UUT procedures and collections including analysis of economic impact.

4.5.3. Consultant shall review City ordinance and code and recommend changes for compliance and to improve UUT revenue sources.

4.7 PREPAID WIRELESS (AB1717) MONITORING AND ANALYSIS
Consultant shall monitor the monthly prepaid wireless payments and provide to the City a comparative analysis with similar cities to determine accuracy and identify any potential discrepancies. Consultant shall identify online prepaid wireless sellers and send an annual notice letter to ensure compliance with AB1717. Consultant shall engage and follow-up with the California Department of Tax and Fee Administration on any issues, problems and discrepancies affecting the MuniServices, LLC 8 City's prepaid wireless revenue collections by retail sellers, including online sellers, to the extent that Consultant has access to CDTFA documents through a City resolution authorizing such access.

5. NOTICES
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:

Contractor: MuniServices, LLC City: City of Stockton Attn: Contracts Attn: City Manager
5860 Trinity Pkwy, ste 120 425 N. El Dorado Str
Centerville VA, 20120 Stockton, CA 95202

6. KEY PERSONNEL

MuniServices, LLC

McKinley Larkin Customer
Success Manager
[email protected] 434-531-5607

City of Stockton, CA
Sharon Dhillon-Ghio Revenue Officer Sharon.Dhillon-
[email protected]
209-937-8215
Mario Caballero Pro ject Manager III [email protected] 209-937-8330 Procurement [email protected] 209-937-8357

7. TERM
The term of the Agreement shall be up to 5 years or until the contract value reaches $475,000. The total term of the Agreement including the extended term shall not exceed 5 years.

Attachment D
571
Exhibit B:

Insurance Requirements
(Professional Services)

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

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

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

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

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

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

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

Other Insurance Provisions

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

Attachment D
572

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 Attachment D
573
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 ev idence 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.

Verification of Coverage

Attachment D
574
Contractor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

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

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

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

Certificate Holder Address

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

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

Attachment D
575

EXHIBIT C

GENERAL TERMS AND CONDITIONS

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

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

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

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

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

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

5. Ownership of Work . All reports, work product, all other documents completed or partially completed by Contractor or its appr oved subcontractors, in performance of this Agreement, and if applicable, drawings, desi gns, and plan review comments shall become the property of the City. Any and all copyright able subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree 1 Attachment D
576
to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense.

Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

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

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

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

9. Contractor’s Status .

9. 1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City. Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise an y rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's 2 Attachment D
577
control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessa ry, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

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

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

10. Subcontractor.

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

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

10.3 It is further understood and agreed that DOO6XEFontractorV must issue W-2 IRUPVRURWKHUIRUPVDVUHTXLUHGE\ODZIRULQFRPHDQGHPSOR\PH QWWD[SXUSRVHVIRUDOO RI6XEFRQWUDFWRUVSHUVRQQHO

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received. 3 Attachment D
578

11. 2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party.

11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any paym ent may arise under this Agreement until funds are made available and until the Cont ractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the Cit y, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.
 Non-Assignability. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Contractor shall be solely responsible for reimbursing subcontractors.  Indemnity and Hold Harmless. 7R WKH IXOOHVW H[WHQW SHUPLWWHG E\ ODZ &RQWUDFWRU VKDOO KROG KDUPOHVV GHIHQG DQG LQGHPQLI\ &LW\ RI 6WRFNWRQ DQG LWV RIILFHUV RIILFLDOV HPSOR\HHV DQG YROXQWHHUV IURP DQG DJDLQVW DQ\ DQG DOO OLDELOLW\ ORVV GDPDJH H[SHQVH FRVWV
LQFOXGLQJ ZLWKRXW OLPLWDWLRQ FRVWV DQG
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 Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.

Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.  Conformance to Applicable Laws . Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person. 4 Attachment D
579

17. Licenses, Certifications and Permits . Prior to the City’s execution of this Agreement and prior to the Contractor’s engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.

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

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

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

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

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

23. No Personal Liability . No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.
5 Attachment D
580

24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

25. Non-Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, r epresentatives or subcontra ctors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employ ment or person receiving se rvices under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcon tractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City’s nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subject ed to discrimination under any program or activity receiving federal financial

assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.

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

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

28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
6 Attachment D
581

29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

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

31. Entire Agreement, Integration, and Modification.

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

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

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

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
7 Attachment D
582
1 (Rev. 07.12.22)

EXHIBIT D

PROFESSIONAL SERVICES SPECIAL TERMS AND CONDITIONS

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

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

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

2. General. The following terms and conditions are applicable for the Professional Services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions ( “GTC”) Exhibit C, and all other Exhibits identified in the Standard Agreement.

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

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

3. Time for Performance.

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

3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other Attachment D
583
2 (Rev. 07.12.22)
losses or expenses incurred by Contractor b y reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

4. Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:

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

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

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

5. Compensation

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

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed Attachment D
584
3 (Rev. 07.12.22)
basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

6. Personnel

6.1 None of the work or services co vered by this Agreement shall be subcontracted without the prior written app roval of the City. Any work or services subcontracted hereunder shall be specified by written agreement and shall be subject to each provision of this Agreement. Contractor shall provide subcontractor a copy of this fully executed Agreement.

6.2 Contractor agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement. The payment made to Contractor pursuant to this Agreement shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agre ement. Neither Contractor nor Contractor ’s officers or employees are entitled to any sala ry or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Contractor. The City shall not be required to pay any workers' compensation insurance on behalf of Contractor. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor ’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

6.3 Key Personnel: Because of the sp ecial skills required to satisfy the requirements of this Agreement, Contractor shall not reassign or replace key personnel without the written consent of the City, which consent the City will not unreasonably withhold. "key personnel" means those job titles and the persons assigned to those positions in accordance with the provisions of this Agreement. The City may at any time in writing notify Contractor that the City will no longer accept performance of Services under this Agreement by one or more Key Pe rsonnel listed. Upon that notice Contractor shall immediately suspend the services of the key person or persons and must replace him or them in accordance with the terms of this Agreement. A list of key personnel is found in Exhibit A, Scope of Services.

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

Attachment D
585
4 (Rev. 07.12.22)

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

9. Copyright
No materials, including but not limited to reports, maps, or documents produced as a result of this Agreement, in whole or in part, shall be available to Contractor for copyright purposes. Any such materials produced as a result of this Agreement that might be subject to copyright shall be the property of the City and all such rights shall belong to the City, and the City shall be sole and exclusive entity who may exercise such rights.

10. Deliverables
Contractor shall prepare or provide to the City various Deliverables. "Deliverables" include work product, such as written review s, recommendations, reports and analyses, produced by Contractor for the City. The City may reject Deliverables that do not include relevant information or data, or do not include all documents or other materials specified in this Agreement or reasonably necessary fo r the purpose for which the City made this Agreement or for which the City intends to use the Deliverables. If the City determines that Contractor has failed to comply with the foregoing standards, it has 30 days from the discovery to notify Contractor of its failure. If Contractor does not correct the failure, or if it is possible to do so, within 30 days after re ceipt of notice from the City specifying the failure, then the City, by written notice, may treat the failure as a default of this Agreement.

Partial or incomplete Deliverables may be acc epted for review only when required for a specific and well-defined purpose and when c onsented to in advance by the City. Such Deliverables will not be considered as satisfying the requirements of this Agreement and partial or incomplete Deliverables in no way relieve Contractor of its commitments under this Agreement.

11. Applicable Laws
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 D
586

1
(Rev. 10.30.18)

EXHIBIT E

COMPENSATION SCHEDULE

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

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $475,000 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

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

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

Additionally, items such a telephone, fax, postage or freight are already included in the billable hourly rate. Contractor shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services:

i. Expenses, fees or charges for printing, reproduction or binding of documents at actual costs with no markup added to the actual cost.

ii. Any filing fees, permit fees, or other fees paid or advanced by the Contractor at actual costs with no markup added to the actual cost.

iii. Travel expenses shall be reimbursed in accordance with the City’s travel policy, which is incorporated herein by reference.

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

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

Thereafter, Contractor must complete services based on the Agreement without additional compensation unless there is a material change to the Statement of Work and Scope by a written Amendment.

Attachment D
587

2
(Rev. 10.30.18)

1.4 If work is completed before the “not to exceed” amount is reached, the Contractor’s compensation will be based on the Contractor’s invoices previously submitted for acceptable work performed and approved.

1.5 Subcontractor Costs: Compensation for subcontractors shall be limited to the same restrictions imposed on the Contractor. Maximum markup Contractor may apply to subcontractor fees, minus reimbursable expenses, shall not exceed __NA__%.

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

Task Description Task Price
1 Total Estimated Annual Cost $95,000
2 $
3 $
TOTAL ANNUAL PRICE $95,000

3. Hourly Rates. The following is a list of hourly billable rates that Contractor shall apply for additional services requested of the Contractor. Contractor shall be compensated based on the hourly rates set forth below, on a time and material basis for those services that are within the general scope of services of this Agreement, but beyond the description of services required under Exhibit A, and all services are reasonably necessary to complete the standards of performance required by this Agreement. Any changes and related fees shall be mutually agreed upon between the parties by a written amendment to this A
greement.

Hourly Billable Rate Schedule

Title

Role on Project
Hourly
Billable
Rates
$
$
$
$
$
$
$

4. Additional Fees. Should an amendment to the Agreement be issued for additional services that require the following items, the unit prices are as follows:

Title Unit Price
$

Attachment D
588

3
(Rev. 10.30.18)

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

City of Stockton Administrative Services Department
Attention: Revenue
425 N. El Dorado Street
Stockton, CA 95202
Attachment D
589
1 (ZĞǀ͘ϬϮ.ϭϯ.Ϯϱ)

CITY OF STOCKTON

STANDARD AGREEMENT

1. This Agreement is entered into between the City of Stockton (“City”) and (“Contractor”)to provide
as set forth in Exhibit A to this Agreement.
_____________________________________________________________________________

2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:

Commences on: Terminates on:
_____________________________________________________________________________

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

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.

J
([KLELW*6SHFLDO)XQGLQJ7HUPV &RQGLWLRQV   

,IDSSOLFDEOHFKHFNER[
<(6
____________________________________________________________________________ IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
______________________________________________________________________________________________ Contractor’sName (if other than an individual, state whether a corporation, partnership, etc.):
______________________________________________________________________________________________ Authorized Signature Date
______________________________________________________________________________________________ Printed Name and Title of Person Signing
______________________________________________________________________________________________ Address

CITY OF STOCKTON
_________________________________________________________BB________________ 6WHYH&RODQJHOR,QWHULPCity Manager Date
ATTEST:
____________________________________________________________________________ .DWKHULQH5RODQG&0&,&30& City Clerk
APPROVED AS TO FORM:
/RUL0$VXQFLRQ, City Attorney
BY:

Agreement Number:
(a) Exhibit A – Statement of Work
(b) Exhibit B – Insurance
(c) Exhibit C – General Terms Conditions
(d) Exhibit D –

H
Exhibit E – Compensation Schedule
(f) Exhibit F – Timeline
Attachment E
MuniServices LLC Franchise Tax and Audit
6/30/2030
81,250
Professional Services Special Terms & Conditions
MuniServices LLC
590
1
(Rev.10.30.18)

EXHIBIT A

STATEMENT OF WORK

1. PROJECT OBJECTIVES
Consultant shall perform ongoing franchise fee audits to identify and correct deficiencies thereby generating previously unrealized franchise fee revenue for the City. The audit shall include auditing franchise activities within the City to verify the proper fees are collected from City customers and proper amounts are submitted to City.

2. PROJECT SCOPE

2.1. All work will be performed remotely.

2.2. Consultant shall review the franchisee billing customer statements or completeness and accuracy and verify that all monies collected are submitted to the City. Consultant shall include the following in their review of the customer statements:

2.3. Compare the franchisee's payments, exclusions, and other computations related to the franchise agreement, or relevant California state law. Verify franchise fees are correctly and completely applied under both California State and local franchise agreements. Compare the actual payments made to the City for timeliness and accuracy.

2.4. Document each confirmed error/omission to include the correction date, account identification number, service provider, and franchise fee due to the City.

2.5. Review findings with providers and obtain the franchisee's position on the findings.

2.6. Prepare a written audit report that describe the results of the review, potential additional monies due to the City, and any applicable penalties and interest.

Submit the audit report and all supporting documentation to City for verification and revenue recovery of underpaid franchise fees. Consultant shall schedule a final presentation of these findings with the City.

2.7. Provide ongoing consultation services regarding the interpretation of data revenue estimation (up to a five-year revenue forecast), and special revenue impact analysis reports as requested by City staff about Franchise Fees.

2.8. Provide updates on state and federal legislation affecting Franchise Fee procedures and collections including analysis of economic impact.

Attachment E
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2
(Rev.10.30.18)

2.9. Provide risk analysis of current Franchise Fee revenues due to evolving technology.

2.10 Make recommendations on ordinance and code changes as appropriate to protect and enhance current Franchise Fee revenue sources.



3. MAJOR DELIVERABLES

3.1. Consultant shall perform ongoing franchise fee audits to identify and correct deficiencies thereby generating previously unrealized franchise fee revenue for the City. The audit shall include auditing franchise activities within the City to verify the proper fees are collected from City customers and proper amounts are submitted to City.

3.2. Accomplishments to date.

3.3. Next-step options and timeline for completion.

3.4. Ɉpen items needing attention, with identification of the responsible party.

3.5. Updates on issues requiring City attention.

3.6. Review of findings with Franchisee and their positions. Findings shall include electronic format data of all exceptions in formats required by utilities.

3.7. Prepare written reports that describe the results of Consultant's review identifying residents and businesses that are not paying the appropriate level of taxes or fees, potential additional monies due to the City based upon erroneous interpretations of governing regulations, and any applicable penalties and interest.

3.8. A final presentation of these findings to the City.

4. TASKS THAT SUPPORT THE DELIVERABLES

4.1. City will provide letters of authorization to Consultant clearly establishing Consultant's authority to conduct examinations on the City's behalf.

4.2. City shall also provide copies of:

4.2.1. All franchise agreements, including any amendments or subsequent agreements relating to franchise fee collection.

4.2.2. Any prior reports prepared by the internal or external auditors which concern the computation or methodologies for computing franchise fees.

4.2.3. A five-year history of franchise payments made by the franchisee.

Attachment E
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3
(Rev.10.30.18)

4.3. City Specific Franchise Fee Compliance Review (Optional) If, while performing franchise fee compliance activities, Consultant discovers discrepancies or other evidence of possible significant noncompliance by a specific franchisee, Consultant shall request permission from the City to conduct a City- specific compliance review. The focus of the City-specific audit is the compliance of said franchise fee agreement. The City and Consultant shall discuss the parameters of the proposed City-specific audit and prior to commencement, both parties shall agree upon the parameters of the audit.

4. NOTICES
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:

Contractor: MuniServices, LLC City: City of Stockton Attn: Contracts Attn: City Manager
5860 Trinity Pkwy, ste 120 425 N. El Dorado Str
Centerville VA, 20120 Stockton, CA 95202

5. KEY PERSONNEL

MuniServices, LLC

McKinley Larkin Customer
Success Manager
[email protected] 434-531-5607

City of Stockton, CA
Sharon Dhillon-Ghio Revenue Officer Sharon.Dhillon-
[email protected]
209-937-8215
Mario Caballero Pro ject Manager III [email protected] 209-937-8330 Procurement [email protected] 209-937-8357

6. TERM
The term of the Agreement shall be up to 5 years or until the contract value reaches $81,250. The total term of the Agreement including the extended term shall not exceed 5 years.

Attachment E
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Exhibit B:

Insurance Requirements
(Professional Services)

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

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

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

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

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

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

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

Other Insurance Provisions

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

Attachment E
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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 Attachment E
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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 ev idence 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.

Verification of Coverage

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

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

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

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

Certificate Holder Address

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

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

Attachment E
597

EXHIBIT C

GENERAL TERMS AND CONDITIONS

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

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

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

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

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

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

5. Ownership of Work . All reports, work product, all other documents completed or partially completed by Contractor or its appr oved subcontractors, in performance of this Agreement, and if applicable, drawings, desi gns, and plan review comments shall become the property of the City. Any and all copyright able subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree 1 Attachment E
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to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense.

Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

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

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

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

9. Contractor’s Status .

9. 1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City. Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise an y rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's 2 Attachment E
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control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessa ry, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

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

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

10. Subcontractor.

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

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

10.3 It is further understood and agreed that DOO6XEFontractorV must issue W-2 IRUPVRURWKHUIRUPVDVUHTXLUHGE\ODZIRULQFRPHDQGHPSOR\PH QWWD[SXUSRVHVIRUDOO RI6XEFRQWUDFWRUVSHUVRQQHO

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received. 3 Attachment E
600

11. 2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party.

11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any paym ent may arise under this Agreement until funds are made available and until the Cont ractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the Cit y, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.
 Non-Assignability. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Contractor shall be solely responsible for reimbursing subcontractors.  Indemnity and Hold Harmless. 7R WKH IXOOHVW H[WHQW SHUPLWWHG E\ ODZ &RQWUDFWRU VKDOO KROG KDUPOHVV GHIHQG DQG LQGHPQLI\ &LW\ RI 6WRFNWRQ DQG LWV RIILFHUV RIILFLDOV HPSOR\HHV DQG YROXQWHHUV IURP DQG DJDLQVW DQ\ DQG DOO OLDELOLW\ ORVV GDPDJH H[SHQVH FRVWV
LQFOXGLQJ ZLWKRXW OLPLWDWLRQ FRVWV DQG
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 Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.

Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.  Conformance to Applicable Laws . Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person. 4 Attachment E
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17. Licenses, Certifications and Permits . Prior to the City’s execution of this Agreement and prior to the Contractor’s engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.

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

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

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

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

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

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

25. Non-Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, r epresentatives or subcontra ctors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employ ment or person receiving se rvices under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcon tractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City’s nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subject ed to discrimination under any program or activity receiving federal financial

assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.

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

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

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

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

31. Entire Agreement, Integration, and Modification.

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

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

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

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
7 Attachment E
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1 (Rev. 07.12.22)

EXHIBIT D

PROFESSIONAL SERVICES SPECIAL TERMS AND CONDITIONS

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

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

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

2. General. The following terms and conditions are applicable for the Professional Services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions ( “GTC”) Exhibit C, and all other Exhibits identified in the Standard Agreement.

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

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

3. Time for Performance.

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

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

4. Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:

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

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

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

5. Compensation

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

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed Attachment E
606
3 (Rev. 07.12.22)
basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

6. Personnel

6.1 None of the work or services co vered by this Agreement shall be subcontracted without the prior written app roval of the City. Any work or services subcontracted hereunder shall be specified by written agreement and shall be subject to each provision of this Agreement. Contractor shall provide subcontractor a copy of this fully executed Agreement.

6.2 Contractor agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement. The payment made to Contractor pursuant to this Agreement shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agre ement. Neither Contractor nor Contractor ’s officers or employees are entitled to any sala ry or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Contractor. The City shall not be required to pay any workers' compensation insurance on behalf of Contractor. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor ’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

6.3 Key Personnel: Because of the sp ecial skills required to satisfy the requirements of this Agreement, Contractor shall not reassign or replace key personnel without the written consent of the City, which consent the City will not unreasonably withhold. "key personnel" means those job titles and the persons assigned to those positions in accordance with the provisions of this Agreement. The City may at any time in writing notify Contractor that the City will no longer accept performance of Services under this Agreement by one or more Key Pe rsonnel listed. Upon that notice Contractor shall immediately suspend the services of the key person or persons and must replace him or them in accordance with the terms of this Agreement. A list of key personnel is found in Exhibit A, Scope of Services.

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

Attachment E
607
4 (Rev. 07.12.22)

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

9. Copyright
No materials, including but not limited to reports, maps, or documents produced as a result of this Agreement, in whole or in part, shall be available to Contractor for copyright purposes. Any such materials produced as a result of this Agreement that might be subject to copyright shall be the property of the City and all such rights shall belong to the City, and the City shall be sole and exclusive entity who may exercise such rights.

10. Deliverables
Contractor shall prepare or provide to the City various Deliverables. "Deliverables" include work product, such as written review s, recommendations, reports and analyses, produced by Contractor for the City. The City may reject Deliverables that do not include relevant information or data, or do not include all documents or other materials specified in this Agreement or reasonably necessary fo r the purpose for which the City made this Agreement or for which the City intends to use the Deliverables. If the City determines that Contractor has failed to comply with the foregoing standards, it has 30 days from the discovery to notify Contractor of its failure. If Contractor does not correct the failure, or if it is possible to do so, within 30 days after re ceipt of notice from the City specifying the failure, then the City, by written notice, may treat the failure as a default of this Agreement.

Partial or incomplete Deliverables may be acc epted for review only when required for a specific and well-defined purpose and when c onsented to in advance by the City. Such Deliverables will not be considered as satisfying the requirements of this Agreement and partial or incomplete Deliverables in no way relieve Contractor of its commitments under this Agreement.

11. Applicable Laws
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 E
608

1
(Rev. 10.30.18)

EXHIBIT E

COMPENSATION SCHEDULE

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

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $81,250 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

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

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

Additionally, items such a telephone, fax, postage or freight are already included in the billable hourly rate. Contractor shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services:

i. Expenses, fees or charges for printing, reproduction or binding of documents at actual costs with no markup added to the actual cost.

ii. Any filing fees, permit fees, or other fees paid or advanced by the Contractor at actual costs with no markup added to the actual cost.

iii. Travel expenses shall be reimbursed in accordance with the City’s travel policy, which is incorporated herein by reference.

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

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

Thereafter, Contractor must complete services based on the Agreement without additional compensation unless there is a material change to the Statement of Work and Scope by a written Amendment.

Attachment E
609

2
(Rev. 10.30.18)

1.4 If work is completed before the “not to exceed” amount is reached, the Contractor’s compensation will be based on the Contractor’s invoices previously submitted for acceptable work performed and approved.

1.5 Subcontractor Costs: Compensation for subcontractors shall be limited to the same restrictions imposed on the Contractor. Maximum markup Contractor may apply to subcontractor fees, minus reimbursable expenses, shall not exceed_ NA%.

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

Task Description Task Price
1 Estimated Contin gency Annual Amount $16,250
2 $
3 $
TOTAL PRICE $16,250

3. Hourly Rates. The following is a list of hourly billable rates that Contractor shall apply for additional services requested of the Contractor. Contractor shall be compensated based on the hourly rates set forth below, on a time and material basis for those services that are within the general scope of services of this Agreement, but beyond the description of services required under Exhibit A, and all services are reasonably necessary to complete the standards of performance required by this Agreement. Any changes and related fees shall be mutually agreed upon between the parties by a written amendment to this A
greement.

Hourly Billable Rate Schedule

Title

Role on Project
Hourly
Billable
Rates
$
$
$
$
$
$
$

4. Additional Fees. Should an amendment to the Agreement be issued for additional services that require the following items, the unit prices are as follows:

Title Unit Price
$

Attachment E
610

3
(Rev. 10.30.18)

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

City of Stockton Administrative Services Department
Attention: Revenue
425 N. El Dorado Street
Stockton, CA 95202
Attachment E
611
City of Stockton
Legislation Text
File #: 25-0712, Version: 1

DISCUSSION - DIVERSITY, EQUITY, AND INCLUSION

RECOMMENDATION
Discussion item only. No action to be taken.

Attachment A - Resolution No. 2022-07-12-1504
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Attachment A
613
Attachment A
614
Attachment A
615
City of Stockton
Legislation Text
File #: 25-0629, Version: 1

SOUTH STOCKTON POLICE SUBSTATIONS

RECOMMENDATION
This item is presented for informational purposes and to request direction.

Summary
The Police Department is implementing a structured, three-phase strategy aimed at enhancing public access to law enforcement services, strengthening community trust, and laying the groundwork for a long-term Public Safety Bridge Center.

The first phase of this initiative includes the development of two police substations in South Stockton, one in Weston Ranch and another in the Sierra Vista neighborhood. This project was prompted by Vice Mayor Jason Lee’s request for increased police visibility, additional accessible services and improved relationships. These substations will function as satellite offices dedicated to community policing, staffed by police department personnel.

This project’s phased implementation will prioritize delivering direct public safety services, enhancing community engagement, and establishing a permanent Public Safety Bridge Center. The center will provide a sustainable, collaborative space uniting law enforcement, city departments, and community members through youth programs, educational outreach, patrol strategies, and inclusive engagement initiatives. Additionally, neighborhood substations will maintain a consistent presence to foster local partnerships, increase visibility, and strengthen community trust and safety.

DISCUSSION
Background
In 2006, the Stockton Police Department established a substation in Weston Ranch as part of a broader effort to enhance law enforcement presence and support community-oriented policing.

Strategically located within the Weston Ranch Center, the substation was staffed during normal business hours by a Community Service Officer.

The substation aimed to increase visibility and provide residents with convenient access to police resources. However, despite outreach efforts, community utilization remained low.

In 2008, due to the financial crisis, the City conducted a comprehensive review and usage and decided to close the store front.

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File #: 25-0629, Version: 1
Present Situation
In response to Vice Mayor Lee’s February 2025 request for two staffed substations in South Stockton with one specifically in Weston Ranch the Stockton Police Department is implementing a three-phase plan.

Phase I - Establishment of Temporary Storefront Substations Phase One focuses on identifying and activating a short-term leased facility to serve as a low-barrier, public-facing police substation. The objective is to launch operational sites by July 2025, enhancing police visibility and delivering essential community services.

Priority is being given to a site along Manthey Road in Weston Ranch, near residential neighborhoods and shopping centers for optimal accessibility. Additionally, a collaborative opportunity with the Housing Authority of San Joaquin at Sierra Vista presents a second location within a familiar and trusted community setting.

Both substations will offer walk-in services during regular business hours, including assistance with minor crime reports, citation signoffs, crime prevention materials, and outreach for neighborhood and business watch programs.

Each substation will be staffed by police officers, with additional support from professional staff and trained volunteers as needed.

Phase I implementation will encompass key foundational tasks necessary to prepare both substations for public service. These tasks include interior retrofitting to ensure functional and secure layouts, procurement and installation of essential furnishings, and the setup of security alarm systems to safeguard personnel and assets. Additionally, facility branding will be completed to reflect department standards and foster community recognition. Cleaning services will be conducted to ensure a safe and welcoming environment for staff and visitors. Lastly, three designated parking stalls will be attained at each location to support accessibility and operational readiness.

Completion of these efforts will mark the conclusion of Phase I, establishing a solid infrastructure for the successful launch of substation operations.

Phase II - Operational Evaluation and Pilot Program Expansion Phase Two focuses on evaluating substation effectiveness and piloting improvements aligned with community priorities and long-term goals. Over six to twelve months, key metrics such as service volume, response times, and staff efficiency will be analyzed to guide operational enhancements.

Community input, gathered through surveys and public meetings, will help identify service gaps and shape improvements. This phase also introduces collaboration with other City departments to support future interagency partnerships.

A feasibility study will assess whether current leased sites meet long-term access needs and will inform decisions on property acquisition or new facility development.

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File #: 25-0629, Version: 1
Phase III - Development of the Public Safety Bridge Center The final phase envisions the development of the Public Safety Bridge Center, a transition from temporary leased spaces to a permanent, purpose-built or repurposed facility serving as a centralized hub for public safety, youth development, education, and City services. Site selection will be guided by findings from the Phase Two feasibility study, with priority given to city-owned or underutilized municipal properties.

The facility will include flexible community-use spaces, private interview rooms, and offices for partner agencies delivering services across departments. Core functions will expand to offer staff training, community engagement, City-led meetings, and partner-hosted workshops and resource events.

A sustainability plan will support long-term success through budget forecasting, staffing models, and identification of funding streams. The Bridge Center is envisioned as a lasting, community-driven solution that fosters trust, expands access to services, and strengthens neighborhood well-being.

FINANCIAL SUMMARY
The successful implementation of the South Stockton Substation Project will require a strategic investment, with funding amounts varying based on the selected development approach. Each option reflects a unique combination of design, infrastructure, and operational considerations.

The projected costs are as follows:
· Option 1 - $1,322,187
· Option 2 - $1,445,115
· Option 3 - $1,369,983
· Option 4 - $1,362,747
These funding levels represent tailored pathways to achieving a functional and community-centered substation that will enhance public safety and strengthen neighborhood presence in South Stockton.

Each option reflects different considerations in scope, design, and operational capacity. The final funding decision will directly impact the project's scale, the level of services provided, and the timeline for completion. A funding stream for this project does not exist within the Police Department operating budget nor was it included as part of the FY 2025-26 budget request. Budget to fund any options listed will need to added to the Police Department’s operating budget.

Attachment A - Option 1 Total Cost: $1,322,187
Attachment B - Option 2 Total Cost: $1,445,115
Attachment C - Option 3 Total Cost: $1,369,983
Attachment D - Option 4 Total Cost: $1,362,747
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Fiscal Impact: South Stockton Substations
Section Details Options One Time Cost Ongoing Cost
Pending Fire Station 5 (3499 Manthey Road) 0
Pending Sierra Vista HUD Office (1648 E 12th Street) 0
Staffing Levels (1) CSO / Strategic Operations Section 0800-1600 9/80 $120,003 (Per CSO) 120,003$ Staffing Levels (4) Officers / Strategic Operations Section $278,118 (Per Officer) 1,112,472$ Staffing Levels (2) Police Aide II $23,856 (Per Police Aide) 47,712$ Items Required (2) Marked Vehicle Truck Pursuit-Rated 160,000$ 20,000$
Items Required (2) Retrofit Cost for Vehicle in Circulation Wrap, window tinting,
interior upgrades ect. 20,000$
10,000$
Items Required (12) Monitors 3,592$
(5) MDC's 14,960$
(6) Docking Stations 1,972$
Items Required Office Supply Printer, Binders, pens, etc. 12,000$ Items Required Furniture Furniture $ 45,000
Items Required (2) Phone Lines 1,800$
Items Required Camera System 3,500$
Items Required Retrofit Cost - Station 5
Fire Station 5, interior
walls, HVAC retrofit,
electrical, concrete
improvements, designated
parking 40,000$
Total 290,824$ 1,322,187$
ISF for marked vehicle (2)
ISF for unmarked vehicle for CSO (1)
Option 1
Attachment A 619
Fiscal Impact: South Stockton Substations
Section Details Options One Time Cost Ongoing Cost
Pending
Weston Ranch Shopping Center Lease
(520 Carolyn Weston Blvd (3,288 SF) $9,864 (Monthly) 118,368$ Pending Sierra Vista HUD Office (1648 E 12th Street) 0
Staffing Levels (1) CSO / Strategic Operations Section 0800-1600 9/80 120,003 (Per CSO) 120,003$ Staffing Levels (4) Officers / Strategic Operations Section $278,118 (Per Officer) 1,112,472$ Staffing Levels (2) Police Aide II $23,856 (Per Aide) 47,712$ Items Required (2) Marked Vehicle Truck Pursuit-Rated 160,000$ 20,000$
Items Required (2) Retrofit Cost for Vehicle in Circulation Wrap, window tinting,
interior upgrades ect. 20,000$
10,000$
Items Required (12)-Monitors 3,592$
(5)-MDC's 14,960$
(6)-Docking Stations 1,972$
Items Required Office Supply Printer, Binders, pens, etc. 12,000$ Items Required Furniture Furniture $ 45,000
Items Required (2) Phone Lines 1,800$
Items Required Alarm 500$
1,560$
Items Required Cleaning Service 3,000$
Items Required Retrofit
Interior walls, electrical,
etc. 25,000$
272,824$ 1,445,115$
Alarm Annual Fee
ISF for unmarked vehicle for CSO (1)
ISF for marked vehicle (2)
Total
Option 2
Attachment B
620
Fiscal Impact: South Stockton Substations
Section Details Options One Time Ongoing
Pending Weston Ranch Shopping Center (1201 SF) 43,236.00$ Pending Sierra Vista HUD Office (1648 E 12th Street) 0
Staffing Levels (1) CSO / Strategic Operations Section 0800-1600 9/80 120,003 (Per CSO) 120,003$ Staffing Levels (4) Officers / Strategic Operations Section $278,118 (Per Officer) 1,112,472$ Staffing Levels (2) Police Aide II $23,856 (Per Aide) 47,712$ Items Required (2) Marked Vehicle Truck Pursuit-Rated 160,000$ 20,000$
Items Required (2) Retrofit Cost for Vehicle in Circulation Wrap, window tinting,
interior upgrades ect. 20,000$
10,000$
Items Required (12) Monitors 3,592$
(5)MDC's 14,960$
(6) Docking Stations 1,972$
Items Required Office Supply Printer, Binders, pens, etc. 12,000$ Items Required Furniture Furniture $ 45,000
Items Required (2) Phone Line 1,800$
Items Required 1 500$
1,560$
Items Required Cleaning Service 3,000$
Items Required Retrofit
Interior walls, electrical,
etc 25,000$
Total 272,824$ 1,369,983$
Alarm Annual Fee
ISF for unmarked vehicle for CSO (1)
ISF for marked vehicle (2)
Option 3
Attachment C 621
Fiscal Impact: South Stockton Substations
Section Details Options One Time Cost Ongoing Cost
Pending Weston Ranch Shopping Center Lease (1,000 SF) $3,000 (monthly) 36,000$ Pending Sierra Vista HUD Office (1648 E 12th Street) 0 0 Staffing Levels (1) CSO / Strategic Operations Section 0800-1600 9/80 120,003 (Per CSO) 120,003$ Staffing Levels (4) Officers / Strategic Operations Section $278,118 (Per Officer) 1,112,472$ Staffing Levels (2) Police Aide II $23,856 (Per Aide) 47,712$ Items Required (2) Marked Vehicles Truck Pursuit-Rated 160,000$ 20,000$
Items Required (2) Retrofit Cost for Vehicle in Circulation Wrap, window tinting,
interior upgrades ect. 20,000$
10,000$
Items Required (12) Monitors 3,592$
(5) MDC's 11,968$
(6) Docking Stations 1,972$
Items Required Office Supply Printer, Binders, pens, etc. 12,000$ Items Required Furniture Furniture $ 45,000
Items Required (2) Phone Lines 1,800$
Items Required Alarm 500$
1,560$
Items Required Cleaning Service 3,000$
Items Required Retrofit
Interior walls, electrical,
etc 25,000$
Total 269,832$ 1,362,747$
Alarm Annual Fee
ISF for marked vehicle (2)
ISF for unmarked vehicle for CSO (1)
Option 4
Attachment D 622
Stockton Police Department
South Substations
City Council Meeting
June 24, 2025 Agenda
Item 15.2
623
Operational Phasing Strategy
Phase I Phase II Phase III
Establisment of
Temporary
Storefront
Substations
Operational
Assessment and
Pilot Program
Expansion
Development of
the Public Safety
Bridge Center
624
Vision
SFD Station 5 Sierra Vista
Weston Ranch
Center
Public Safety
Bridge Center
625
Fiscal Impact
626
Next Steps
• City Council Consideration and Guidance
627
Questions?
628
City of Stockton
Legislation Text
File #: 25-0312, Version: 1

PUBLIC HEARING AUTHORIZING THE VACATION OF A PORTION OF SOUTH PERSHING

AVENUE AND TEMPLE STREET RIGHTS-OF-WAY AND RESERVING PUBLIC UTILITY

EASEMENTS

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

1. Authorizing the vacation of a portion of South Pershing Avenue and Temple Street;

2. Authorizing the reservation of public utility easements;

3. Authorizing the filing of Notice of Exemption 13-25 and 15-25 under the California Environmental Quality Act (CEQA) for the abandonment of a portion of South Pershing Avenue and Temple Street; and

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

Summary
The applicant, Waste Management Inc. dba USA Waste of California, Inc. (Developer), requested the City of Stockton initiate the vacation of a portion of public rights-of-way on South Pershing Avenue, south of Navy Drive, and on Temple Street, south of Faye Street, to support the Developer’s site expansion (Attachment A - Vicinity Map and Attachment B - Aerial Map).

The proposed abandonment of South Pershing Avenue and Temple Street is an integral part of the Developer’s site improvements located at 1408 Navy Drive, which will include the expansion of the existing Waste Management facility.

The Developer owns the surrounding properties adjacent to the proposed South Pershing Avenue abandonment area.

The Developer and the property owner of 1504 Faye Street (APN: 163-250-18), Wilbur Myers, own the surrounding properties adjacent to the proposed Temple Street abandonment area.

The property at 1504 Faye Street has an existing single-family residence that fronts Temple Street.

The four remaining parcels that front Temple Street are owned by the Developer. The Developer parcels will be merged with the existing Developer facility upon the abandonment of the Temple Street right-of-way. Therefore, street access from Temple Street is not needed for any adjoining property owner. The adjoining property owner, Myers, submitted a letter consenting to the vacation of Temple Street (Attachment C).

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After the City’s rights-of-way in the proposed abandonment areas are vacated, title to the areas will revert to the underlying fee property owner(s).

DISCUSSION
Background
The Developer owns the real property located at 1408 Navy Drive (APN: 163-240-06) consisting of a

4.33-acre parcel which is currently operating as Waste Management Inc. The proposed vacation of a portion of South Pershing Avenue runs south of Navy Drive. The proposed vacation of Temple Street runs south of Faye Street.

The Developer purchased 1433 Temple Street (APN: 163-250-21), 1445 Temple Street (APN: 163- 250-20), and 1451 Temple Street (APN: 163-250-19). Additionally, the Developer purchased 1416 South Pershing Avenue (APN: 163-230-02) and 1402 South Pershing Avenue (APN: 163-30-01). The Developer plans to merge the proposed rights-of-way vacations on South Pershing Avenue and Temple Street along with the recently purchased properties to facilitate the expansion of the existing Waste Management facility. The abandonment of a portion of South Pershing Avenue and Temple Street rights-of-way is necessary for Waste Management’s facility expansion.

Present Situation
The Public Works, Community Development, Municipal Utilities, Police and Fire Departments, as well as local utilities, were notified of the proposed vacations at this site. While no objections were received, MUD and California Water Service requested that a public utility easement be reserved for the proposed South Pershing Avenue and Temple Street abandonment areas. A reservation of a public utility easement will be reserved within the two abandonment areas. The adjoining property owner, Myers, will maintain the existing storm water drainage ditch that is located on the proposed abandonment area along Temple Street.

The City may perform this proposed abandonment as a general vacation under Division 9, Part 3, section 8300, et. seq., of the California Streets and Highway Code. A general vacation requires the City Council to hold a public hearing and perform the notification and advertising requirements. A public hearing is required for this proposed abandonment since South Pershing Avenue and Temple Street are active rights-of-way.

The Public Works Department concurs with the proposed vacation of the portion of South Pershing Avenue and Temple Street, as the City maintains this portion of roadway under the street maintenance program, and the abandonment will reduce future maintenance costs to the City.

NOTIFICATION
Pursuant to California Streets and Highway Code section 8322, notice of a public hearing for a proposed vacation must be published at least two successive weeks prior to the hearing. The notice for this public hearing was published in The Record on June 9 and June 16.

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Also pursuant to California Streets and Highways Code section 8323, not less than three notices of the proposed vacation were duly posted in a manner and form required by law in conspicuous places along said portions of South Pershing Avenue and Temple Street, not more than 300 feet apart and at least 14 days prior to the hearing date.

ENVIRONMENTAL CLEARANCE
It has been determined by the Community Development Department that this project is Categorically Exempt under California Environmental Quality Act Guidelines section 15061(B)(3). The activity is granted a general rule exemption since there is no possibility that the activity in question would have a significant effect on the environment and, therefore, is exempt from the provisions of CEQA under the above-noted statutory or categorical exemption(s). The project is also not subject to any of the exceptions to the use of a Categorical Exemption listed at CEQA Guidelines section 15300.2.

In accordance with section 65402 of the Government Code, it has been determined that this project or action conforms to the City’s General Plan designation for the site and with the General Plan Policy Document, as amended.

FINANCIAL SUMMARY
The applicant, Waste Management Inc., has paid the necessary fees to process vacations. There is no financial impact to the City’s General Fund or any other unrestricted fund as a result of this action.

Attachment A - Vicinity Map
Attachment B - Aerial Map
Attachment C - Consent to Vacation of Temple Street
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City of Stockton, CA April 25, 2025

VICINI TY MAP
Property Information
Property ID 16324006-68861
Location 1431 S PERSHING AV
Owner STOCKTON SCAVENGER ASSN

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" = 226.8091916896424 ft

ATTACHMENT A
Proposed
abandonment area
for Temple Street
Proposed
abandonment area
for South Pershing
Avenue
632
City of Stockton, CA April 25, 2025

AERIAL MAP
Property Information
Property ID 16324006-68861
Location 1431 S PERSHING AV
Owner STOCKTON SCAVENGER ASSN

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" = 226.8091916896424 ft

ATTACHMENT B
Proposed
abandonment area
for Temple Street
Proposed
abandonment area
for Pershing Avenue
633

ATTACHMENT C
634
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION AUTHORIZING THE VACATION OF A PORTION OF SOUTH

PERSHING AVENUE AND TEMPLE STREET RIGHT S-OF-WAY AND RESERVING

PUBLIC UTILITY EASEMENTS

The City of Stockton may perform a general vacation pursuant to Division 9, Part 3, section 8300, et. seq., of the California Streets and Highways Code; and

USA Waste of California , Inc. is requesting the vacation of a portion of rights-of- way in order t o expand the existing Waste Management facility , and has paid all necessary fees; and

A public hearing was opened on June 24, 2025, for persons interested in or objecting to the proposed abandonment to show cause why said subject area should not be abandoned; now, therefore,

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

1) The City Council, having considered testimony and evidence from all persons interested in or objecting to the vacation of rights -of-way at South Pershing Avenue and Temple Street, and the reservation of public utility easements, finds that:

(a) Pursuant to California Streets and Highways Code section 8322, the City of Stockton published notification of the public hearing for the proposed vacation in The Record on June 9 and June 16, 2025; and

(b) Pursuant to California Streets and Highways Code section 8323, not less than three notices of the proposed vacation were duly posted in a manner and form required by law in conspicuous places along said portions of South Pershing and Temple Street, not more than 300 feet apart and at least 14 days prior to the public hearing date.

2) The Public Works Department, Community Development Department, Municipal Utilities, Police and Fire Departments, as well as local utilities, were notified and there were no objections to the proposed abandonment.

3) The City Council has duly considered all the evidence and testimony submitted concerning the vacating of a portion of rights -of-way at South Pershing Avenue and Temple Street and reserv ing two public utility easements and has found from said evidence that said subject area is unnecessary for present and prospective public use.

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4) The City Council hereby orders that portions of South Pershing Avenue and Temple Street, more particularly described in Exhibit 1 and Exhibit 2, attached hereto and incorporated by this reference, are hereby declared to be vacated and abandoned for street purposes and t hat public utility easements are hereby reserved.

5) The City Council hereby authorizes the reservation of public utility easements throughout the subject area.

6) The City Manager, or designee, is authorized to approve the filing of Notice of Exemption No. 13-25 and 15 -25 under CEQA, copies of which are attached as Exhibit 3 and Exhibit 4, and incorporated by this reference.

7) The City Clerk shall cause a certified copy of th is Resolution of vacation, attested by the City Clerk under seal, to be recorded in the Office of the San Joaquin County Recorder-County Clerk.

8) The City Manager, or designee, is hereby authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

9) In accordance with section 6504 of the Government Code, this project/activity has been determined to conform to the City ’s General Plan Policy Document, as amended.

PASSED, APPROVED, and ADOPTED: June 24, 2025 .

CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:

KATHERINE ROLAND, CMC CPMC
City Clerk of the City of Stockton
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EXHIBIT 1
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EXHIBIT 1
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EXHIBIT 1
639
EXHIBIT 1
640
EXHIBIT 2
641
EXHIBIT 2
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EXHIBIT 2
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EXHIBIT 2
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EXHIBIT 2
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EXHIBIT 2
646

MEMORANDUM
Mar
ch 6, 2025
TO:

Nancy Arroyo, Real Property Agent I
Economic Development Department
FR
OM: Nicole D. Moore, LEED-AP, Contract Planner
Community Development Department
SUBJECT: CEQ
A NOE 13-25 – RIGHT-OF-WAY ABANDONMENT FOR TEMPLE STREET The Com
munity Development Department received a request to review the above- referenced project for conformity with the Stockton General Plan and make an environmental determination pursuant to the California Environmental Quality Act (CEQA). The City of Stockton’s Economic Development Department received a request from Waste Management/Stockton Scavenger Assn., for the abandonment of right-of-way for Temple Street, west of 1408 Navy Drive (APN 163- 240-06). See Attachment A for more information.

In ac
cordance with Government Code §65402, the Community Development Department determines the proposed property sale is neutral in regard to conformity with the Stockton General Plan. Future development of the subject parcels shall be under the jurisdiction of the City of Stockton.

Conc
erning the California Environmental Quality Act (CEQA) determination, the Community Development Department concludes the project is Categorically Exempt under CEQA Guidelines and is granted a ‘general rule exemption’ under Section 15061(B)(3) since there is no possibility that the activity in question would have significant effect on the environment and the activity is no subject to CEQA. The project is also not subject to any of the exceptions to the use of a Categorical Exemption listed at CEQA Guidelines §15300.2.

Upon appr
oval by City Council, the Economic Development Department is advised to complete the attached Notice of Exemption (Attachment B) and file it with the San Joaquin County Clerk Office to initiate a 35-day statute of limitations on court challenges. Please retain a copy of the original posted notice within the project file in the Economic Development Department project file.

By:

Nicole D. Moore, LEED-AP, Contract Planner
Attachments
Attachment A: Request and Project Location
Attachment B: Draft Notice of Exemption
EXHIBIT 3
647
ME

MORANDUM
Marc
h 5, 2025
TO:

Nicole Moore, Contract Planner
Community Development Department
FR
OM: Nancy Arroyo, Real Property Agent I
Economic Development Department
SUBJ
ECT: ABANDONMENT OF RIGHT-OF-WAY FOR TEMPLE STREET
Pl
ease provide the appropriate environmental review for the above- referenced project as described below:

Pr
oject Title: Abandonment of Right-of-Way for Temple Street Appl
icant: Waste Management/ Stockton Scavenger Assn.

Des
cription/Location: Abandonment of Right-of-Way for Temple St. – west of 1408 Navy Drive (APN: 163-240-06)
Al
so, please make the required determination to conformity to the General Plan in accordance with Section 65402 of the Government Code. If you have questions regarding this request, please contact me at extension 8506.

NAN

CY ARROYO, REAL PROPERTY AGENT I

ECONOMIC DEVLEOPMENT DEPARTMENT
At
tachment
EXHIBIT 3
648
EXHIBIT 3
649
EXHIBIT 3
650
EXHIBIT 3
651
EXHIBIT 3
652
EXHIBIT 3
653
EXHIBIT 3
654

CITY OF STOCKTON

NOTICE OF EXEMPTION
TO:

COUNTY CLERK FROM: Lead Agency
COUNT Y OF SAN JOAQUIN City of Stockton
44 N. San Joaquin St., Ste. 260 c/o Economic Development Dept.

Stockton, CA 95202 400 E. Main St., 4th Floor
Stockton, CA 95202
NOTI
CE OF EXEMPTION PURSUANT TO PUBLIC RESOURCES CODE SECTION 21152(B) AND CALIFORNIA CODE OF REGULATIONS TITLE 14, SECTION 15062
PROJ

ECT DATA
Proj
ect Title: Abandonment of Right-of-Way for Temple Street CEQA Exemption File No.: NOE 13-25
Applicant: Waste Management / Stockton Scavenger Assn.

Project Description/Location: The City of Stockton’s Economic Development Department received a request from Waste Management/Stockton Scavenger Assn., for the abandonment of right-of-way for Temple Street, west of 1408 Navy Drive (APN 163-240-06). See Attachment A for more information.

DET

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

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

X The activity is exempt under the "general rule" at C EQA Guidelines Section 15061(B)(3).

The project is " Statutorily Exempt" per CEQA Guidelines Section: __________ The project is " Categorically Exempt" per CEQA Guidelines Section 15301(c).

BAS

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

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

Mar
ch 6, 2025 TINA MCCARTY, DIRECTOR

ECONOMIC DEVELOPMENT DEPARTMENT (DATE OF PREPARATION)
By
Nancy Arroyo, Real Property Agent I (DATE OF FINAL APPROVAL) _____________________________________________________________________________________________ AFF

IDAVIT OF FILING AND POSTING
I decl
are that on the date stamped above, I received and posted this notice or included it on a list of such notices which was posted as required by California Public Resources Code Section 21152(B). Said notice or list of notices will remain posted for 35 days from the filing date.
___________________________________________ ________________________________________________ Signature Title
_________________________________
________
Posting Period Ending Date
EXHIBIT 3
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MEMORANDUM
Marc
h 6, 2025
TO: N
ancy Arroyo, Real Property Agent I
Economic Development Department
FROM: Nic
ole D. Moore, LEED-AP, Contract Planner
Community Development Department
SUBJECT: CEQA
NOE 15-25–ABANDOMENT OF RIGHT-OF-WAY FOR PERSHING AVE.

The Comm
unity Development Department received a request to review the above- referenced project for conformity with the Stockton General Plan and make an environmental determination pursuant to the California Environmental Quality Act (CEQA). The City of Stockton’s Economic Development Department received a request from Waste Management/Stockton Scavenger Assn., to abandon right-of-way for Pershing Avenue, east of 1408 Navy Drive (APN 163-240-06).

See Attachment A for more information.

In acc
ordance with Government Code §65402, the Community Development Department determines the proposed property sale is neutral in regard to conformity with the Stockton General Plan. Future development of the subject parcels shall be under the jurisdiction of the City of Stockton.

Concer
ning the California Environmental Quality Act (CEQA) determination, the Community Development Department concludes the project is Categorically Exempt under CEQA Guidelines and is granted a ‘general rule exemption’ under Section 15061(B)(3) since there is no possibility that the activity in question would have significant effect on the environment and the activity is no subject to CEQA. The project is also not subject to any of the exceptions to the use of a Categorical Exemption listed at CEQA Guidelines §15300.2.

Upon approv
al by City Council, the Economic Development Department is advised to complete the attached Notice of Exemption (Attachment B) and file it with the San Joaquin County Clerk Office to initiate a 35-day statute of limitations on court challenges. Please retain a copy of the original posted notice within the project file in the Economic Development Department project file.

By:

Nicole D. Moore, LEED-AP, Contract Planner
Attachments
Attachment A: Request and Project Location
Attachment B: Draft Notice of Exemption
EXHIBIT 4
656
ME

MORANDUM
Marc
h 5, 2025
TO:

Nicole Moore, Contract Planner
Community Development Department
FR
OM: Nancy Arroyo, Real Property Agent I
Economic Development Department
SUBJ
ECT: ABANDONMENT OF RIGHT-OF-WAY FOR PERSHING AVE.

Pl
ease provide the appropriate environmental review for the above- referenced project as described below:

Pr
oject Title: Abandonment of Right-of-Way for Pershing Ave.

Appl
icant: Waste Management/ Stockton Scavenger Assn.

Des
cription/Location: Abandonment of Right -of-Way for Pershing Ave . – east of 1408 Navy Drive (APN: 163-240-06)
Al
so, please make the required determination to conformity to the General Plan in accordance with Section 65402 of the Government Code. If you have questions regarding this request, please contact me at extension 8506.

NAN

CY ARROYO, REAL PROPERTY AGENT I

ECONOMIC DEVLEOPMENT DEPARTMENT
At
tachment
EXHIBIT 4
657
EXHIBIT 4
658
EXHIBIT 4
659
EXHIBIT 4
660
EXHIBIT 4
661

CITY OF STOCKTON

NOTICE OF EXEMPTION
TO:

COUNTY CLERK FROM: Lead Agency
COUNT Y OF SAN JOAQUIN City of Stockton
44 N. San Joaquin St., Ste. 260 c/o Economic Development Dept.

Stockton, CA 95202 400 E. Main St., 4th Floor
Stockton, CA 95202
NOTI
CE OF EXEMPTION PURSUANT TO PUBLIC RESOURCES CODE SECTION 21152(B) AND CALIFORNIA CODE OF REGULATIONS TITLE 14, SECTION 15062
PROJ

ECT DATA
Proj
ect Title: Abandonment of Right-of-Way for Pershing Avenue CEQA Exemption File No.: NOE 15-25
Applicant: Waste Management / Stockton Scavenger Assn.

Project Description/Location: The City of Stockton’s Economic Development Department received a request from Waste Management/Stockton Scavenger Assn., to abandon right-of-way for Pershing Avenue, east of 1408 Navy Drive (APN 163- 240-06). See Attachment A for more information.

DET

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

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

X The activity is exempt under the "general rule" at C EQA Guidelines Section 15061(B)(3).

The project is " Statutorily Exempt" per CEQA Guidelines Section: __________ The project is " Categorically Exempt" per CEQA Guidelines Section 15301(c).

BAS

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

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

Marc
h 6, 2025 TINA MCCARTY, DIRECTOR

ECONOMIC DEVELOPMENT DEPARTMENT (DATE OF PREPARATION)
By
Nancy Arroyo, Real Property Agent I (DATE OF FINAL APPROVAL) _____________________________________________________________________________________________ AFF

IDAVIT OF FILING AND POSTING
I decl
are that on the date stamped above, I received and posted this notice or included it on a list of such notices which was posted as required by California Public Resources Code Section 21152(B). Said notice or list of notices will remain posted for 35 days from the filing date.
___________________________________________ ________________________________________________ Signature Title
_________________________________
________
Posting Period Ending Date
EXHIBIT 4
662
PUBLIC HEARING:

Vacation of a Portion of South Pershing
Avenue and Temple Street Rights-of-Way and
Reserving a Public Easement
Economic Development Department
June 24, 2025
Ite m 16.1
663
Background
• Waste Management Inc. dba USA Waste of California, Inc. requested the City initiate the abandonment of a portion of South Pershing Avenue and Temple Street.
• Abandonments are being requested to facilitate the expansion of the existing Waste Management Inc. facility.
• Waste Management owns all property adjacent to the Pershing Avenue abandonment area.
• Waste Management and a private property owner owns the property adjacent to Temple Street abandonment area.
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Discussion
• Division 9, Part 3, section 8300 – CA Streets & Highway Code • Publications and field postings.
• Public utility easements in the proposed vacation areas will be reserved.
• Single-family residence has agreed to Temple Street abandonment. • Abandonments are necessary for Waste Management’s facility expansion.
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Recommendation
It is recommended that the City Council adopt a resolution:
• Authorizing the vacation of a portion of South Pershing Avenue and Temple Street;
• Authorizing the reservation of a public utility easements; • Authorizing the filing of Notice of Exemption No. 13-25 and 15-25 under the California Environmental Quality Act (CEQA) for the abandonment of a portion of South Pershing Street and Temple Street; and • Authorizing the City Manager, or designee, to take all the necessary and appropriate actions to carry out the purpose and intent of this resolution.
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City of Stockton
Legislation Text
File #: 25-0660, Version: 1
PUBLIC HEARING TO ADOPT THE FISCAL YEAR 2025-26 ANNUAL BUDGET; APPROVE THE 2025-2030 CAPITAL IMPROVEMENT PLAN; APPROVE THE FY 2025-26 FEE SCHEDULE; APPROVE THE FY 2025-26 CALIFORNIA CONSTITUTIONAL APPROPRIATIONS LIMIT; ADOPT THE FY 2025-26 ANNUAL BUDGET FOR THE PARKING AUTHORITY OF THE CITY OF STOCKTON; ADOPT THE FY 2025-26 ANNUAL BUDGET FOR THE SUCCESSOR AGENCY TO

THE FORMER STOCKTON REDEVELOPMENT AGENCY

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

1. Adopt the Fiscal Year (FY) 2025-26 Annual Budget, the 2025-2030 Capital Improvement Plan, and the FY 2025-26 Fee Schedule,

2. Adopt the FY 2025-26 California Constitutional (Gann) Appropriations Limit,

3. Approve other administrative and financial actions.

And it is recommended that the Parking Authority of the City of Stockton (Parking Authority) approve a resolution to:

1. Adopt the FY 2025-26 Annual Budget for the Parking Authority (Exhibit 1 to the Parking Authority resolution).

And it is recommended that the Successor Agency to the former Stockton Redevelopment Agency (Successor Agency) approve a resolution to:

1. Adopt the FY 2025-26 Annual Budget for the Successor Agency to the former Stockton Redevelopment Agency (Exhibit 1 to the Successor Agency resolution).

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

Summary
The City Manager submitted the Proposed Annual Budget, Capital Improvement Plan, and Fee Schedule to the City Council on May 15, 2025. These documents, available on the City’s website, include a detailed annual financial plan for all City funds, the key elements of which are summarized below. The City Council held public budget study sessions on June 4th and 5th 2025, to review the budget in detail and receive public comment for consideration. Changes requested by Council are now reflected in the staff report and resolution.

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The FY 2025-26 annual budgets for the City of Stockton Parking Authority and the Successor Agency to the former Stockton Redevelopment Agency are also provided for approval and adoption.

The proposed financial plans address Council priorities and maintain the Council’s commitment to fiscal sustainability. Expenditures in the Proposed Budget total $982.2 million for the operations, capital, debt, and transfers for all funds and programs of the City. This amount represents an increase of $26.5 million or 2.8% from the FY 2024-25 Annual Budget. The increase in the city budget is attributable to several factors including the cost of salaries and benefits. Salaries, health, retirement, and general liability costs are up across all funds with a larger impact on the Police and Fire Department budgets. In addition to the COLAs, there were several reclassifications and market adjustments to help recruit and retain qualified employees. There also continues to be increased costs associated with maintenance and supplies from ongoing inflation.

Citywide estimated revenues are $936.2 million in the FY 2025-26 Proposed Budget for all City programs excluding transfers between City funds, which is an increase of $62.6 million compared to the FY 2024-25 Annual Budget. The FY 2025-26 Annual Budget supports 1,785 full-time positions.

Staff recommends that Council conduct a public hearing to receive input regarding the proposed budgets and after the hearing, approve resolutions to enact the FY 2025-26 budgets for the City, the Parking Authority, and the Successor Agency to the former Stockton Redevelopment Agency.

DISCUSSION
Background
In April 2025, the City Council conducted a priority goal setting session to establish updated priorities for the upcoming year. The Council’s planning workshop culminated in reaffirming and refining the core strategic targets and priority goals for the upcoming year. Further updates to the City’s Long- Range Financial Plan defining available resources and long-term financial constraints combined with Council goals to set the stage for FY 2025-26 budget development. The City Manager released the FY 2025-26 Proposed Annual Budget, along with the 2025-2030 Proposed Capital Improvement Plan and the FY 2025-26 Proposed Fee Schedule to Council on May 15, 2025. The City held two public study sessions on June 4th and 5th 2025, to review the budget in detail and to receive public comment. The citizen advisory committees had the opportunity to examine the proposed budget as it relates to the City’s three transaction tax measures (Measures A, W, and M) at their meetings in June.

Present Situation
The City Manager’s proposed budget is balanced and remains consistent with the Council’s commitment to long-term solvency. The revenue estimates and expenditure appropriations in the budget are for all City funds. They include operations, capital, debt, and internal transfers for all programs and support functions of the City. Fund summaries and financial schedules showing the prior year’s actual results, FY 2024-25 projections, and the FY 2025-26 budget are presented for each City budgetary unit in the budget document.

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At the public study sessions on June 4th and 5th 2025 City Council was presented with various strategies to close a budget deficit of $15.1 million in the General Fund. The strategies are outlined below.

Further directions were provided by the City Council to incorporate the changes below into the budget.
· Add 2 FTE to the Office of Violence and Prevention
· Add 5 Part-Time Employees to the Office of Violence and Prevention · Add 4 FTE Firefighters funded by Measure W
· Add $34,970 in appropriations for Firefighter Recruitment and Diversity Efforts · Reallocate $150,000 in appropriations from the Non-Departmental - Special Services Account to City Council Discretionary Budgets
All changes requested by the City Council during the Study sessions are reflected in this Staff Report.

Further direction was requested by the Audit Committee at their regularly scheduled meeting on June 16, 2025, to add the following appropriations:
· Add $54,661 in appropriations for the City Clerk’s Office · Add $73,416 in appropriations for the City Attorney’s Office To accommodate these changes, the General Fund Contingency budget reduction was increased to $1 million.

In addition to the proposed budget, related items are presented for Council approval.

FY 2025-26 Annual Budget
Citywide Budget
Citywide estimated FY 2025-26 revenues are $936.2 million for all City programs, which is an increase of $62.6 million compared to the prior year. Total sources of $973.9 million, including revenues from external sources of $706.1 million, transfers of $37.7 million, and benefit and equipment internal service fund charges of $230.1 million, support the total expenditures of $983.4 million for all funds, departments, and programs, resulting in a balanced budget. While overall City of Stockton Printed on 6/20/2025Page 3 of 9
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sources are less than total expenditures, some funds will draw down available fund balances for special one-time projects or capital improvements.

The table below summarizes the proposed FY 2025-26 revenue budgets by department:

The proposed expenditure budget totals $982.2 million for all programs, funds, and departments of the City, which is an increase of $26.5 million or 2.8% from the FY 2024-25 adopted budget. The increase in the city budget is attributable to several factors including the cost of salaries and benefits.

Salaries, health, retirement, and general liability costs are up across all funds with a larger impact on the Police and Fire Department budgets. The cost of retirement benefits for safety employees increased to $0.88 for every $1 of employee salary. In addition to the COLAs, there were several reclassifications and market adjustments to help recruit and retain qualified employees. There also continues to be increased costs associated with maintenance and supplies from ongoing inflation The table below summarizes the proposed FY 2025-26 Annual Budget by department:

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The proposed FY 2025-26 Annual Budget funds 1,785 full-time positions. New positions include:
· 3 Municipal Utilities positions supporting water systems · 4 Fire Department positions funded by Measure W
· 2 Office of Violence Prevention positions for outreach Approved mid-year positions are three new positions; including 1 Fire prevention inspector, 1 security services manager and 1 Homelessness program manager
General Fund Operating Budget
The total General Fund expenditure budget for FY 2025-26 is $328.3 million, a decrease of $20 thousand from the FY 2024-25 Adopted Budget. Approximately $4.9 million in newly approved expenditures are included in the General Fund budget to support public safety. The proposed revenues of $328.3 million are $7.8 million more than budgeted FY 2024-25 revenues.

The table below summarizes the proposed FY 2025-26 Annual Budget:

Proposed FY 2025-26 General Fund expenditures are $328.3 million. Operating expenses across the General Fund increased due to employee payroll growth in approved labor contracts, retirement rates, health insurance, general liability charges, utility rates, and maintenance costs. Salary expenses increased over prior year with a 2% cost of living adjustment for the safety units included in the budget and 3% cost-of-living adjustment for all other employees along with various market adjustments. Employee benefits are up primarily because of general liability, health, and safety retirement rate increases. The assumption for employee vacancies was 8.3% for Police and 7% for everyone else, reducing the General Fund employee services budget by $17.8 million. The Debt Service category is $97,562 more than FY 2024-25 with increases to the City’s contingent payment based on revenues.

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The General Fund is projected to end FY 2024-25 with an available fund balance of $68.3 million, of which $54.7 million is required by City Council Reserve policy to be put toward the working capital reserve as a proportion of the FY 2025-26 expenditures. Labor agreements for the safety units expire on June 30, 2025, and negotiations for successor contracts are currently in progress.

General Fund Reserves
Per the General Fund - Reserve and Fund Balance Policy, updates to the General Fund reserve targets are proposed as follows:

Category Amount (millions)
Working Capital $54.7
Known Contingencies 93.3
Risk-Based 90.7
Total $238.7
With no increase in budgeted expenditures compared to the prior year, the Working Capital Reserve target will stay at $54.7 million. The Working Capital reserve is equivalent to two months of annual operating expenses. The Known Contingency reserve target increased from the prior year to $93.3 million. The target for the Priority II Risk-Based Reserve in the Fiscal Sustainability Fund increased to $90.7 million based on updates to infrastructure, liability, and revenues amounts.

At the end of FY 2024-25, the General Fund projected available balance will be sufficient and would first be assigned to the Working Capital reserve consistent with the reserve policy. Known Contingency reserves fund future pension costs, public safety facility needs, retention and recruitment efforts, and replacement of major City’s operating systems. The General Fund balance is projected to be sufficient at the end of FY 2024-25 to fund the Working Capital and the Known Contingency reserves. Under the Council reserve policy, any balance above these amounts would be split between Council Priority projects and the Risk-Based Reserves.

Citizens’ Advisory Committees
The FY 2025-26 Proposed Annual Budget is also reviewed by three citizen advisory committees.

The Measure A Citizens’ Advisory Committee reviewed the FY 2025-26 Proposed Budget as it relates to Measure A revenues at their meeting on June 6, 2025.

The Strong Communities Advisory Committee reviewed the use of Measure M proceeds by the Community Services Department on June 11, 2025. The Measure W Oversight Committee was not able to review due to lack of quorum at the regularly scheduled meeting. 2025-2030 Capital Improvement Plan (CIP)
The CIP is a five-year plan that lists the City’s facility and infrastructure needs. On April 24, 2025, the Planning Commission determined that the proposed 2025-2030 CIP conforms to the City of Stockton 2040 General Plan as required by Government Code Section 65401. The first year of the CIP is incorporated in the FY 2025-26 Annual Budget for appropriation of $60.9 million. Below is an updated breakdown of the FY 2025-26 capital projects by funding source.

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The proposed five-year Capital Improvement Plan covers fiscal years 2025-26 through 2029-30 and totals $1.26 billion. Over half of the CIP is related to Transportation projects ($748.04) or 59%, Municipal Utility projects ($100.76 million) or 8%, with other Citywide projects ($415.11) comprising the remainder.

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The first year of the CIP is financially constrained and reflects only projects for which funding has been identified. The second year through the fifth year of the CIP reflects the City’s unfunded facility and transportation needs in addition to projects with identified or anticipated funding.

FY 2025-26 Fee Schedule
The FY 2025-26 Fee Schedule reflects new and proposed changes to existing fees in several City departments, including a 2.9% inflationary adjustment to all fees that is intended to address the increasing cost of providing services. Section 1 of the Proposed FY 2025-26 Fee Schedule lists the proposed new and changed fees, along with reasons for each change. Proposed new fees are presented for Community Development, Economic Development, Municipal Utilities, Parking, Public Works, and Recreation & Leisure. Proposed fee changes include City Wide, Economic Development, Municipal Utilities, and Parking. Water utility rates are set to increase 4% based on the rate study completed in FY 2020-21. Six City departments are proposing to inactivate thirty-two existing fees.

Fee changes are summarized in the Proposed Fee Schedule, pages I-3 to I-18.

Parking Authority of the City of Stockton
The Parking Authority of the City of Stockton is a public body established by the City Council in Resolution 2013-12-17-1209, pursuant to the Streets and Highways Code, to oversee the parking garages, lots, on-street spaces, and enforcement activities within the boundaries of the City of Stockton CFD 2001-1 Downtown Parking District.

Revenues derived from fees paid for parking within the district and proceeds from enforcement of parking violations are pledged to first pay the 2020 Parking Bond debt service, then operations, maintenance, and any other obligations of the Authority. Taxes assessed on property owners and businesses in the downtown parking district are recorded in this fund and used for parking management and operations of parking facilities and programs within the district. In February 2020, the Parking Authority refinanced existing parking bonds to save money and to procure $3 million for capital needs. The bonds are funding much needed elevator upgrades and the replacement of the revenue control system, including ingress and egress equipment at parking garages and lots. These capital upgrades will add safety, reliability and efficiency to the facilities and allow staff to provide better services to parking customers.

Parking operations are emerging from the impacts of the COVID-19 pandemic with overall revenues expected to surpass pre COVID levels in FY 2022-23. Despite the overall improved performance, Enforcement revenues continue to be the slowest in recovery, as citations have not resumed previous payment rates. The Parking Fund received $770,000 from ARPA Funds to offset some of the losses from previous years. Operations and monthly proceeds will be monitored closely as parking revenues continue to stabilize and expenses are managed with rising labor and service/maintenance costs.

Successor Agency to the former Stockton Redevelopment Agency The Successor Agency depends on the receipt of property tax increment revenues to pay obligations of the former Stockton Redevelopment Agency. After approval by the Oversight Board, tax increment City of Stockton Printed on 6/20/2025Page 8 of 9
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funds are distributed to the Successor Agency by the San Joaquin County Auditor Controller’s Office.

The use of tax increment is restricted, and the Successor Agency does not receive excess tax increment. Excess tax increment after payment of debt and administrative costs are distributed to other taxing entities such as the City, San Joaquin County, the State of California (for schools), and special districts.

Successor Agency revenue of $7.6 million is expected to be just over on funding debt and enforceable obligations in FY 2025-26. The Ending Available Balance in the Successor Agency will be retained by the San Joaquin County Auditor-Controller for distribution to other taxing entities, including the City of Stockton.

Other Budget Actions
FY 2025-26 Gann Appropriation Limit
The California Constitution limits growth in local government spending and establishes a maximum limit for expenditures from general taxes. The law, commonly known as the Gann Limit, requires that the limit is recalculated and approved annually by the City Council at the beginning of each fiscal year. The Gann Limit is indexed to specified growth factors approved by the Legislature and applied to revenue appropriations. The City’s FY 2025-26 Gann Limit, as calculated is $512,305,051, and exceeds the proposed appropriations subject to the limit of $277,394,235. The City’s appropriations remain well within the Constitutional appropriations limit.

FINANCIAL SUMMARY
The proposed FY 2025-26 Annual Budget appropriates expenditures of $982,183,083 for all City funds, $8,180,113 for the Parking Authority, and $7,421,746 for the Successor Agency.

The complete documents of the City’s Proposed FY 2025-26 Annual Budget, the Proposed 2025- 2030 Capital Improvement Plan, and the Proposed FY 2025-26 Fee Schedule are available for review on the City’s website
<https://www.stocktonca.gov/government/budget___financial_reports/index.php> or in the City Clerk’s Office.

City of Stockton Printed on 6/20/2025Page 9 of 9
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Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION OF THE CIT Y OF STOCKTON APPROVIN G THE FISCAL YEAR 2025-26 ANNUAL BUDGET; APPROVING THE 2025-2030 CAPITAL IMPROVEMENT PLAN; APPROVING THE FISCAL YEAR 2025-26 FEE SCHEDULE; ADOPT THE FISCAL YEAR 2025-26 CALIFORNIA CONSTITUTIONAL APPROPRIATIONS LIMIT ,

AND ADMINISTRATIVE ACTIONS

On May 15, 2025, in accordance with City Charter, Article XIX, Section 190 5, the City Manager pr ovided City Council the Proposed Fiscal Year ( FY) 2025-26 Annual Budget, Proposed 2025-2030 Capital Improvement Plan, and Proposed FY 2025-26 Fee Schedule; and

On April 2 4, 2025, the Planning Commission determined that the 2025-2030 Capital Improvement Plan conforms to the 2040 General Plan; and

The City Council scheduled and conducted two budget study session s on June 4th and 5th, 2025, to review projections, allow for public discussion , and provide direction in the preparation of the annual budget. This study session included the proposed documents: FY 2025-26 Annual Budget, 2025-2030 Capital Improvement Plan, and FY 2025-26 Fee Schedule; and

On June 24, 2025, the City Council conducted a duly noticed public hearing on the Proposed FY 2025-26 Annual Budget , the Proposed 2025-2030 Capital Improvement Plan, and the Proposed FY 2025-26 Fee Schedule as modified in a Budget Addendum ; now, therefore,

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

1. The FY 2025-26 Annual Budget with expenditure appropriations of $982,183,083, as submitted by the City Manager is adopted.

2. The number of full-time positions authorized under the FY 2025-26 Annual Budget is 1,785.

3. The 2025-2030 Capital Improvement Plan with a five-year CIP project total of $1.26 billion and $60.9 million in appropriations for FY 2025-26 capital projects is adopted.

4. The 2025-30 Capital Improvement Plan conforms to the City of Stockton 2040 General Plan.

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5. The FY 2025-26 Fee Schedule is adopted effective July 1, 2025. Any fee changes that are not effective July 1, 2025, are noted in the document.

6. The fees on development projects will take effect 60 days following the final action on the increases in the FY 2025-26 Fee Schedule, where Government Code section 66017(a) applies.

7. The City Manager or designee is authorized to refund the over collection of Daily and Annual Transportation fees paid on or after August 21, 2022 in amounts over $50 Payees, subject to standard refund processing fees.

8. An appropriation limit is established in the amount o f $512,305,051 for FY 2025-26 pursuant to the requirements of the California Government Code. The City of Stockton selected the “change in California per capita personal income” for the “change in cost of living” component and the change in annual population for the County of S an Joaq uin as of January 1, 2025, component in the calculation of the appropriation limit.

9. The City Manager, or designee, is authorized to approve loans made through the City’s Single-Family Housing Repair Loan Program, which meet all the requirements of the ad opted program guidelines, within existing budget appropriations.

10. The City Attorney is authorized to enter into settlement agreements and contracts for services and supplies where the total cost is : below the expenditure limit established in section 3.68.040 of the Stockton Municipal Code, within existing budget appropriation, and consistent with established administrative processes.

11. Fire Department Deputy Fire Chief I or II classifications shall be eligible to receive compensation at their hourly rate for any time worked beyond their normal 40-hour workweek while deployed as a State of California Office of Emergency Services (OES) resource, subject to City Manager approval .

OES will fully reimburse the City of Stockton through our existing contract to cover this labor cost.

12. The City Manager, or designee, is authorized to adjust appropriations from the General Fund Contingency account to General Fund Departments, subsidized programs and Internal Service Funds as needed for unexpected expenditures or emergencies that are unanticipated at the time of the budget adoption. The City Manager or designee will report Contingency uses with each quarterly budget status report.

13. The remaining balances on all capital projects and grant fund s are authorized to continue beyond the fiscal year in which they are originall y appropriated until project cancellation or completion, grant expiration , or funds are fully expended.
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14. Upon completion of a capital project , the City Manager, or designee , is authorized to distribute any remaining unencumbered unrestricted appropriation balances up to $ 100,000 to incomplete projects previously authorized in a five-year Capital Improvement Plan as allowed by funding source.

15. Budget adjustments and transfer activity between funds and subfunds that do not increase total appropriation or expenditures and are necessary to implement chart of account changes in the new financial system are authorized.

16. The City Manager , or designee, is authorized to amend the appropriation for the HOME Investment Partnership Program, Community Development Block Grant, and Emergency Solution Grant to match the finalized Annual Action Plan submitted to the Department of Housing and Urban Development in carrying out of the intent of the approved Council Resolution #2023-04-18-1601.

17. The City Manager, or designee, is authorized to close out inactive Area of Benefit project accounts and transfer all residual or surplus account balances based on a reconciliation of developer deposits to city accounts in FY 2025-26 in accordance with section 16.72.050 of the Stockton Municipal Code.

18. Upon completion or cancellation of a proportional share traffic impact project, the City Manager , or designee , is authorized to distribute any remaining unencumbered unrestricted appropriation balance, up to $100,000, to a traffic and transportation fund or project with appropriate support and justification.

19. The FY 2024-25 Information Technology Capita l Plan , including the Enterprise Resource Planning project, totaling $10,526,174 is adopted and remaining appropriations in the technology projects are authorized to continue to future fiscal years until the project is fully expended, completed, or cancelled.

20. The FY 2024 -25 EDD Capital Outlay adopted budget for $1,500,000 is adopted and any remaining appropriations are authorized to continue to future years in the Redevelopment Sub Fund 100-117 until fully expended, completed, or cancelled.

21. The following administrative actions required to implement the FY 2025-26 Annual Budget are authorized:

a) Level of Budgetary Control – Budgetary control is established at the following levels: a) General Fund - Department Level; b) Other Funds 679

- Fund level; and c) Capital Fund - Project level. The City Manager, or designee , may authorize line-item budget transfers within a General Fund department, or within a fund other than the General Fund.

b) The City Manager may authorize line-item budget transfers between departments and fu nds to implement Council member direction regarding the use of Council Discretionary funds . Transfer of cash between funds from the Council Discretionary budget line is further authorized as appropriate and necessary.

c) The City Manager may revise the schedule of any appropriation made in this resolution where the revision is of a technical nature and is consistent with the intent of Council. The City Manager , or designee, is authorized to make administrative corrections to the FY 2025-26 Annual Budget with a subsequent report to Council on any corrections greater than $100,000.

d) The City Manager, or designee, is authorized to establish and amend revenue estimates and expenditure appropriations corresponding to receipt or award of grant funding, donations, and reimbursements where these special monies and any matching City funds are under the expenditure limit of $100,000 as established by Ordinance 2021- 11-01-1501, which amended Section 3.68.040 of the Stockton Municipal Code.

e) The City Manager , or designee, is authorized to establish revenue estimates and corresponding budget appropriations in General Fund Fire Department accounts as needed during FY 2025-26 to recognize the costs, and the associated reimbursement revenue for providing wild-land firefighting and other disaster response services requested by state or federal governments.

f) The City Manager , or designee , is authorized to abolish positions and/or reduce and reorganize personnel, programs, services, departments, offices, or agencies and take such other action as is necessary to maintain a balanced budget.

g) The City Manager is authorized to adjust classifications, including salary and benefit adjustments, to ensure comparability with similar classifications to maintain equity in the City's salary schedules as recommended by the Human Resources Department classification studies and reviews, and to incorporate changes into the Salary Schedule, as appropriate.

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h) The City Manager , or designee, is authorized to hire fire academy recruits in an amount above the total City Council authorized full-time positions to accommodate attrition.

i) The City Manager, or designee, is authorized to fill additional Special Revenue Fund positions, such as grant funded , Measure W, and contract reimbursement positions, if additional funding becomes available.

j) The indirect cost rate, as detailed in the City of Stockton Full Cost Allocation Plan and Cost Recovery Allocation Plan, shall be charged to departments and capital projects as project funding and regulations permit. The City Manager, or designee, is authorized to modify appropriations for changes that result from an independently prepared indirect cost allocation plan.

k) The City Manager , or designee, is authorized to prepay the City’s annual CalPERS payments in a lump sum consistent with the FY 2025-26 budget.

l) The City Manager, or designee, is authorized to approve temporary interfund borrowing within the fiscal year, and at the June 30 fiscal year end, to finance the collection period for tax, grant , and other accounts receivable. Any new interfund loans extending be yond these terms must be approved by the City Council . The City Manager is authorized to repay interfund loans when funding becomes available.

m) The City Council delegates investment authority to the Chief Financial Officer, acting in capacity of Treasurer, for the period of July 1, 2025, through June 30, 20 26, pursuant to section 53607 of the California Government Code.

n) The City Manager , or designee , is authorized to execute health benefit policies and plans consistent with the annual Health Benefits Report approved by City Council on September 10, 2024, to address the health care needs of the City’s employees.

o) The City Manager, or designee, is authorized to move appropriations and transfer between funds within a single budget unit, such as the water utility , Federal grant funds , and other funds where multiple funds have been established in the general ledger for purposes other than legal restrictions and the fund relationship has been identified in the FY 2025-26 Annual Budget or established by subsequent City Council action.

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p) The City Manager, or designee, is authorized to make the Contingent General Fund Payment to Assured Guaranty per the terms of the Reimbursement Agreement. Should the amount exceed the FY 2025-26 budget estimate, the City Manager or designee is authorized to increase the budget appropriation and transfer from the General Fund.

q) The City Manager, or designee, is authorized to make the Community Facilities District payments as required per the terms of the CFD formation resolutions. Should the amount exceed the FY 2025-26 budget estimate, the City Manager or designee is authorized to increase the budget appropriations from the correct sub-funds.

r) The City Manager, or designee, is authorized to de -obligate $1.7 million from the Information Technology ERP Project # IS21002 available balance in FY25-26 and allocate as a one -time transfer to the General Fund.

s) The City Manager, or designee , is hereby authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution including, but not limited to, adjusting appropriations from the General Fund Non -Departmental accounts to General Fund Departments, subsidized programs and Internal Service Funds as needed to implement budget revisions authorized by Council.

PASSED, APPROVED, and ADOPTED June 24, 2025 .

CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:

______

KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
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Resolution No.

PARKING AUTHORITY OF THE CITY OF STOCKTON

RESOLUTION APPROVING BUDGET FOR THE 2025-26 FISCAL YEAR

In December 2013, the City Council by Resolution 2013-12-17-1209 established the Parking Authority, as a separate entity, to protect the general fund and improve the quality and efficiency of parking operations, consistent with terms negotiated with NPFG in the bankruptcy process; and

The Parking Authority is comprised of the garages, other downtown parking structures and lots, and downtown parking meter and parking enforcement revenues; and

These revenues are pledged to the modified schedule of payments on the Parking Structure Lease Back (Parking Bonds debt service), and the City’s General Fund will have no liability for the modified payment schedule; and

The budget for parking operation revenues and expenses is budgeted in the Parking Authority fund 630; and now, therefore,

BE IT RESOLVED BY THE BOARD OF THE PARKING AUTHORITY OF THE CITY OF STOCKTON, AS FOLLOWS:

1. The Board hereby approves the Fiscal Year 2025-26 Annual Budget for the Parking Authority fund 630, which is attached hereto as Exhibit 1.

2. The Executive Director is hereby authorized to take any and all actions deemed necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED June 24, 2025 .

ATTEST:

CHRISTINA FUGAZI, Chairperson
of the Parking Authority Board

KATHERINE ROLAND, Secretary
of the Parking Authority Board
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FY 2022-23 FY 2023-24 FY 2024-25 FY 2025-26
Actual Actual Projected Budget
Beginning Available Balance 4,944,780$ 4,969,628$ 4,602,257$ 4,116,750$ Revenues
Assessments 1,449,627 1,574,103 1,400,000 1,500,000 Operating Revenue/Fees 4,009,974 4,648,514 4,946,028 5,425,000 Parking Citations/Fines 601,701 737,876 690,000 725,000 Bond Proceeds - - 1,460,259 -
Other Revenues 249,583 294,789 218,243 253,000 Investment Proceeds 179,220 215,714 74,640
6,490,105 7,470,996 8,789,170 7,903,000
Expenditures
Administration 570,338 640,901 652,880 656,619 Other Services 55,962 54,367 150,000 104,455
Parking Operations 2,641,995 2,497,739 4,076,186 4,115,787 Parking Enforcement 680,962 460,899 775,172 818,354 Debt Service 1,345,315 3,711,886 2,485,369 2,484,898 Parking Improvements 1,170,685 472,575 1,135,070 - 6,465,257 7,838,367 9,274,677 8,180,113
Transfers
Transfer In - Other - - - -
Transfer Out - - - -
- - - -
Net Annual Activity 24,848 (367,371) (485,507) (277,113) Ending Available Balance 4,969,628$ 4,602,257$ 4,116,750$ 3,839,637$ Available Balance Calculation
Current Assets 5,420,437$
Current Liabilities (3,481,266)
Capital Appropriations 2,663,086
Ending Available Balance 4,602,257$
Economic Development Department
Parking Authority - 630
FY 2025-26 Annual Budget
EXHIBIT 1
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Resolution No. SRD

SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF

THE CITY OF STOCKTON

RESOLUTION ADOPTING AN ANNUAL BUDGET FOR THE 2025-26 FISCAL YEAR AND

APPROVING CERTAIN RELATED ACTIONS

The Redevelopment Agency (“Redevelopment Agency”) of the City of Stockton (“City”) was duly created pursuant to the California Community Redevelopment Law (Part 1 [commencing with Section 33000] of Division 24 of the California Health and Safety Code) (“Redevelopment Law”); and

Assembly Bills x1 26 (“AB x1 26”) and 1484 (“AB 1484”) were signed by the Governor of California on June 28, 2011, and on June 27, 2012, dissolving all California redevelopment agencies; and

On February 1, 2012, all California redevelopment agencies were replaced by successor agencies to the former redevelopment agencies pursuant to Health and Safety Code section 34173(a); and

The City Council adopted Resolution No. 11-0251, electing for the City to serve as the Successor Agency to the Stockton Redevelopment Agency upon the dissolution of the Redevelopment Agency; and

The Successor Agency is tasked with paying, enforcing the obligations, and winding down the affairs of the former Redevelopment Agency; and

The Successor Agency must prepare and submit an administrative budget to the Oversight Board for approval; and

Commencing July 1, 2016, t he administrative cost allowance shall be up to three percent (3%) of the actual property tax distributed to the Successor Agency in the preceding fiscal year for payment of approved enforceable obligations, reduced by the administrative cost allowance and loan repayments made to the City during the preceding fiscal year; the amount shall not be less than $250,000 for any fiscal year; and

The Successor Agency’s annual budget for Fiscal Year 2025-26 is attached hereto as Exhibit 1; and

This Resolution has been reviewed with respect to applicability of the California Environmental Quality Act (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, section 15000 et seq., hereafter the “Guidelines”), and the City’s environmental guidelines; and

This Resolution is not a “project” for purposes of CEQA, as that term is defined by Guidelines section 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per 685
section 15378(b)(5) of the Guidelines; and

All of the prerequisites with respect to the approval of this Resolution have been met; now, therefore,

BE IT RESOLVED BY THE SUCCESSOR AGENCY TO THE FORMER
REDEVELOPMENT AGENCY OF THE CITY OF STOCKTON, AS FOLLOWS:

1. The foregoing is true and correct and is a substa ntive part of this Resolution and all prerequisites to its adoption have occurred.

2. The adoption of this Resolution is not intended to and shall not constitute a waiver by the Successor Agency of any rights the Successor Agency may have to challenge the effectiveness and/or legality of all or any portion of AB x1 26 or AB 1484 through administrative or judicial proceedings.

3. The Successor Agency hereby adopts the annual budget, attached hereto as Exhibit 1 and incorporated herein by this reference.

4. The Successor Agency determines that this Resolution is not a “project” for purposes of CEQA, as that term is defined by Guidelines section 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical c hange in the environment, per section 15378( b)(5) of the Guidelines.

5. The Executive Director, or designee, is hereby authorized to amend the budget as necessary to conform to the actual amount of tax increment received from the County Auditor-Controller for the previous fiscal year and Fiscal Year 2025-26.

6. The Executive Director, or designee, is hereby authorized to consolidate the Successor Agency funds in the previous fiscal and Fiscal Year 2025-26.

7. The Executive Director, or designee, is hereby authorized to take such actions as are necessary and appropriate to comply with Health and Safety Code section 34177, and to carry out the purposes and intent of this Resolution.

PASSED, APPROVED, and ADOPTED June 24, 2025 .

ATTEST:

CHRISTINA FUGAZI, Chairperson
of the Successor Agency to the
Stockton Redevelopment Agency

KATHERINE ROLAND, Secretary
of the Successor Agency to the
Stockton Redevelopment Agency
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EXHIBIT 1
Successor Debt
Agency Service Total
Beginning Available Balance 1,135,029 3,995,628 5,130,658 Revenue
Tax Increment 7,520,800 - 7,520,800 Investment Income - - - Refunds, reimbursements and others 91,837 - 91,837 7,612,637 - 7,612,637
Expenditures
County Admin Fee and tax entity payments
Administration & Overhead 31,226 - 31,226 Property Maintenance 142 - 142 Legal - - -
Property Taxes 828 - 828 City Indirect Costs - - - Capital projects - - - Debt Service - 7,389,550 7,389,550 32,196 7,389,550 7,421,746
Transfers
Transfer - Admin - - - Transfer - Low/Mod (SERAF payment) - - - Transfer - 231 Debt Service (7,389,550) 7,389,550 - Transfer - General Fund - - - Transfer - CIP - -
Transfer - CDBG - - - Transfer - Parking Authority - - - (7,389,550) 7,389,550 -
Net Annual Activity 190,891 - 190,891 Ending Available Balance 1,325,920 * 3,995,628 * 5,321,549

CITY OF STOCKTON

SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF STOCKTON FY 2025-26 PROPOSED BUDGET
*Excess funds will be retained by the SJ County Auditor-Controller and distributed to taxing entities (ie. County, City, schools, and special districts).
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June 24, 2025
Item #25-0660
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1. Enhancing Public SafetyoIncludes expanding youth programs2. Addressing Homelessness3. Infrastructure Investment & MaintenanceoIncludes cleaning parks and public spaces Council Goals
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Citywide ExpendituresTotal = $982.2 million
Utilities19%Police20%Insurance and Benefits - Internal Service Funds21%Fire9%Public Works9%Administration5%Community Services4%Economic Development4%Community Development2%Capital Projects Funds3%Non-Departmental3%Debt Service Funds2% 690
Citywide ExpendituresFY 2024-25 FY 2025-26Department Budget Budget ChangeUtilities 194,163,014$ 189,777,337$ (4,385,677)$ Police 186,308,925 192,256,714 5,947,789$ Insurance and Benefits 183,403,854 203,178,361 19,774,507$ Public Works 76,893,790 87,464,550 10,570,760$ Fire 86,144,140 89,505,031 3,360,891$ Administration 52,919,382 50,954,949 (1,964,433)$ Capital Projects Funds 25,482,395 28,956,922 3,474,527$ Community Services 36,713,090 35,323,074 (1,390,016)$ Economic Development 38,694,208 37,014,759 (1,679,449)$ Non-Departmental 34,521,621 29,336,852 (5,184,769)$ Debt Service Funds 19,787,511 20,830,431 1,042,920$ Community Development 20,644,274 17,584,102 (3,060,172)$ 955,676,204$ 982,183,083$ 26,506,878$ 691
Citywide RevenuesTotal = $936.2 million
Utilities20%Insurance and Benefits - Internal Service Fund22%Public Works7%Community Services3%Fire3%Administration2%Community Development2%Economic Development2%Police2%Non-Department33%Capital Projects Funds2%Debt Service Funds1% 692
Five-Year Capital Plan by Category - $1.26 Billion
GENERAL GOVERNMENT$415.11 33%
TRANSPORTATION$748.04 59%UTILITIES$100.76 8%
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GENERAL FUND
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General Fund ExpendituresTotal = $328.2 million
Police55%Fire21%Administration7%Public Works7%Community Services2%Economic Development3%Capital Improvements0%Debt Service3%Other Programs1% 695
General Fund RevenuesTotal = $328.3 million
Sales Tax38%Property Taxes25%Utility Users Tax14%Program Revenues6%Franchise Tax6%Business License Tax6%Interfund Reimbursements2%Other Taxes1%Investment Proceeds1% 696
General Fund BalanceFY 2024-25 FY 2025-26 %Projected Proposed Change ChangeBeginning Available Balance $65,751,627 $68,302,470Projected Total Revenues 324,656,229 328,290,969 3,634,740 1.1%Projected ExpendituresEmployee Services 203,657,982 216,493,516 12,835,534 6.3%Other Services 72,329,506 74,865,866 2,536,360 3.5%Materials & Supplies 7,537,080 8,503,497 966,417 12.8%Other Expenses 5,528,524 4,097,385 (1,431,139) -25.9%Capital Outlay 2,494,405 420,000 (2,074,405) -83.2%Loan Repayments 8,540,750 8,984,612 443,862 5.2%300,088,247 313,364,876 13,276,629 4.4%Transfer Out (38,394,162) (14,894,237) 23,499,925 -61.2%Fund Balance Restrictions 16,377,022 - Net Annual Activity 2,550,843 31,856 Estimated Ending Balance $68,302,470 $68,334,326 697
General Fund ReservesReserve Targets Proposed Target at 6/30/24 Proposed Target at 6/30/25 Change Priority IWorking Capital 54,720$ 54,720$ -$ (16.67% of Adopted Expenses)Known Contingencies 93,280 93,280 - Priority II - Risk-Based Reserves 89,000 90,700 1,700 237,000 238,700 1,700 FY 2023-24 FY 2024-25Projected Reserve Funding Year End Projected Working Capital $ 54,720 $ 56,414 Known Contingencies 73,500 73,500 Risk-Based Reserves 10,800 10,800 Total Balance for Reserves at June 30 $ 139,020 $ 140,714 698 Recommended Actions•City Council Budget Resolution:•Adopt FY 2025-26 Annual Budget•Approve 2025-2030 Capital Improvement Plan•Approve FY 2025-26 Fee Schedule•Other administrative actions•Adopt FY 2025-26 Successor Agency Budget - $7.4 million•Adopt FY 2025-26 Parking Authority Budget - $8.2 million 699

QUESTIONS
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