City Council and Concurrent Authorities
July 15, 2025

TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED annual Fees from Section I above.

1.11. Termination.
a) Benchmark may terminate this Statement of Work immediately upon notice to PRISM in the event PRISM or the PRISM Member breaches its obligations under Section 1.3 above. b) PRISM may terminate this Statement of Work immediately if its contractual relationship with the PRISM Member is canceled or no longer in force for any reason. In this case, PRISM will provide immediate notice to Benchmark and Benchmark will refund the PRISM Member on a pro-rata basis for any unused prepaid Subscription Fees.
c) Upon expiration or earlier termination of this Statement of Work, (i) the PRISM Member shall immediately discontinue use of the Benchmark IP and, without limiting PRISM’s and the PRISM Member’s obligations under Section 8, the PRISM Membershall delete, destroy, or return all copies of the Benchmark IP; and (ii) Benchmark may immediately deactivate the PRISM Member’s account, and, after providing the PRISM Member with ninety (90) days limited access to the Services for the sole purpose of permitting the PRISM Member to retrieve PRISM Member Data, delete the PRISM Member’s account and bar any further access to such information and the Services. PRISM understands and agrees that Benchmark is not liable to PRISM, the PRISM Member or any Users, or any third-party for any termination of the PRISM Member’s access to the Services or deletion of PRISM Member Data or any other data of any kind.
d) This Section 1.11, and Sections 1.3, 1.4, 1.5, 1.8, 1.9, and 1.10 will survive any termination or expiration of this Statement of Work.

ATTACHMENT A
314

Exhibit B
POOL SERVICE PROVIDERS’ BILL OF RIGHTS
Public Risk Innovations, Solutions, and Management (PRISM) recognizes its place as one of the premier organizations in the public entity pooling industry. We are constantly striving to achieve the goals of excellence in governance and management by conducting our official business with social responsibility that will encourage public trust.

PRISM has established standardsthat our business partners – pool service providers (PSP’s) – should expect in serving PRISM and its members. The basic rights that PSP’s should expect while providing services to PRISM, include the following:

1. PSP’s should expect to be treated consistently with dignity, respect, and professionalism.

2. PSP’s should not be expected to provide gifts, perks or other benefits to members of the Board of Directors or Committees, or staff members (or any person or organization associated with them) as a condition of doing business with the pool.

3. PSP’s should expect fair and equitable treatment in the procurement process. Every competitive bidding process should be open, well defined and transparent. PRISM recognizes that there is a direct cost to the PSP in preparing every service proposal.

4. PSP’s should expect to have a written service agreement with PRISM specifying all terms and conditions of the contractual relationship.

5. PSP’s should only be expected to provide services contained within the scope of the service agreement.

6. PSP’s should be paid in a timely manner for services rendered in accordance with the provisions of the service agreement.

Service Providers’ Bill of Rights Page 1 of 1 Approved June 1, 2007

ATTACHMENT A
315

Exhibit C

BENCHMARK BLUEPRINT WORK ORDER
Benchmark Solutions LLC DBA Benchmark Analytics LLC
(“Benchmark”)
1801 West Warner Avenue
Suite 301
Chicago, IL 60613
This Work Order is not valid until accepted and
signed by an authorized representative of
Benchmark.

Subscription Start Date: MM/DD/YYYY
Subscription End Date: MM/DD/YYYY
PRISM Member Information
PRISM Member: ___________________________________
Address: _________________________________________
Number of Authorized Sworn Officers: _________________
Contact: ______________________
Telephone: ______________________
Email: _______________________
Scope of Services: Benchmark Blueprint as defined in Exhibit A Statement of work to PRISM Master Agreement for Benchmark Analytics Services

BY SIGNING BELOW, EACH PARTY CERTIFIES THAT IT HAS READ AND AGREES WITH AND SHALL BE BOUND BY THE TERMS HEREOF.

PRISM Member: __________________________________
Signature: ________________________________
Name: ________________________________
Title: ________________________________
Date: ________________________________
Benchmark Solutions LLC DBA Benchmark Analytics LLC
Signature: ________________________________
Name: Steven Brewer
Title: Partner
Date: ________________________________

ATTACHMENT A
316
Resolution No.

STOCKTON CITY COUNCIL

APPROVE AN EXCEPTION TO THE COMPETITIVE BIDDING PROCESS AND ENTER

INTO A MASTER AGREEMENT WITH BENCHMARK ANALYTICS SERVICES,

VETTED BY PUBLIC RISK INNOVATION, SOLUTIONS, AND MANAGEMENT (“PRISM”), A JOINT POWERS AUTHORITY (JPA)
Risk Pools are Joint Powers Authorities (JPA) formed by public entities to pool their funds, obtain Excess (Stop Loss) coverage for members, and jointly implement programs, build facilities, or deliver services; and
PRISM has vetted and negotiated the Master Agreement with Benchmark Analytics on behalf of its members; and
The City of Stockton is a member of PRISM (Authority); and As a condition of the City’s participation in PRISM’s General Liability 2 (GL2) program, the City is required to implement Benchmark Analytics, a Law Enforcement Early Intervention System Software, within ninety (90) days of becoming a member or no later than September 29, 2025; and
Staff are prepared to integrate and implement the new Benchmark Analytics system with the City’s Police Department’s existing system; now, therefore,

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

1. The City Council approves the following findings, which justify and support an exception to the competitive bidding process pursuant to Stockton Municipal Code

3.68.070(A)(5), for cooperative purchasing agreements
a. Cooperative agreements qualify as an exception to the City’s competitive bidding process as outlined in City Municipal Code Section 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 purchasing 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 317
facilities, or deliver services. Officials from those public agencies 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.

2. The City Council approves the City to enter into a master agreement with Benchmark Analytics Services.

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

PASSED, APPROVED, and ADOPTED July 15, 2025 .

CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:

KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
318
City of Stockton
Legislation Text
File #: 25-0683, Version: 1
APPROVE MOTION TO AMEND COOPERATIVE AGREEMENT WITH ROBERT HALF, INC.

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

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

2. Authorize City Manager to extend Cooperative/Piggyback Agreement, Contract No. 21-1160- 6025, with Robert Half, Inc., to provide temporary support services, in the total not to exceed amount of $400,000.

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

Summary
The Human Resources Department (HR) is seeking to extend temporary support services provided by Robert Half, Inc. to address payroll issues within the City’s Human Resources Information System (HRIS) Tyler MUNIS system. Staff is requesting an extension (Attachment A) to the existing contract (Attachment B) through December 31, 2026, for a total not to exceed amount of $400,000.

DISCUSSION
Background
On March 18, 2020, HR entered into a Cooperative/Piggyback Agreement with Robert Half, Inc. in the not to exceed amount of $100,000. This contract is for temporary support services to assist the HR and Administrative Services Department (ASD) with updating the HRIS within the Tyler MUNIS system to address payroll errors and keep departments operating optimally until permanent staffing can be found. The funds for this contract were budgeted out of the Enterprise Resource Planning (ERP) Fund Account, which is dedicated to expenses related to the Tyler MUNIS System.

Present Situation
Robert Half, Inc. is currently providing support and guidance to HR and ASD in aligning system functionalities that were previously built in Payroll, Time and Attendance, and Accounting with the City’s policies and procedures and bargaining units’ Memorandums of Understanding (MOUs).

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File #: 25-0683, Version: 1
Due to the number of corrections needed within the Tyler MUNIS ERP system and ongoing support needs, contracted services are required to help rectify system errors.

Currently, the City has reached the initial contract amount of $100,000 and is seeking Council authority to increase the contract amount by $300,000 for a total contract amount not to exceed $400,000.

This is a Cooperative/Piggyback Agreement between the City of Stockton and Robert Half, Inc., utilizing the City of Newport News, Virginia, Contract #21-1160-6025, for citywide temporary staffing.

The Procurement Division of ASD has reviewed and confirmed that the City of Newport News contract was solicited and awarded to Robert Half, Inc. through an open and competitive process and meets the City of Stockton’s procurement regulations as well as the criteria for an exception to the competitive bidding process.

Findings
Pursuant to Stockton Municipal Code Section 3.68.070, Council may approve findings which support an exception to the competitive bidding process. These findings include:

1. Cooperative agreements qualify as an exception to the City’s competitive bidding process as outlined in City Municipal 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.”

2. A Cooperative/Piggyback Agreement enables the City to utilize the terms and conditions of a competitively solicited and negotiated cooperative purchasing agreement.

3. 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.

Financial Summary
There is sufficient funding in the ERP Fund Account No. 3030-031-630001-510-511-00-30-000-000 to approve a contract with Robert Half, Inc., in the not to exceed amount of $400,000.

Attachment A - Amendment No. 1 to the Agreement with Robert Half, Inc.

Attachment B - Agreement with Robert Half, Inc.

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1 (Rev. 02.13.25)

CITY OF STOCKTON

STANDARD AGREEMENT AMENDMENT
This Amendment Number 1 to the above referenced Agreement is entered into on _June 5, 2025 :
between the City of Stockton (“City”) and __Robert Half Inc. __ “Contractor”.

RECITALS
Exhibit C General Terms and Conditions, Paragraph 7 Changes, states the City may modify the scope of services and any material extension or change in the scope shall be memorialized in a written amendment prior to the performance of additional work; and Exhibit C General Terms and Conditions, Paragraph 8 Amendment, states no variation of the terms of this Agreement shall be valid unless an Amendment is made in writing and signed by both parties; and Exhibit A, Option to Renew, states both Parties may extend this Agreement up to 12/31/2026 ; and The City needs to increase the Compensation, Not to Exceed amount in Paragraph 3 of the Standard Agreement and Exhibit E, Section 1.1, by $300,000 to pay for the Contractor_for temporary staffing services_; and
Now therefore, the City and the Contractor mutually agree as follows:

1.The maximum not to exceed amount to be paid to the Contractor, including if authorized, reimbursement of expenses, in Paragraph 3 of the Standard Agreement and Exhibit E, Section 1.1, will now read as follows:

1.1 “The maximum the Contractor shall be paid on this Agreement is $300,000 hereafter the “not to exceed” amount). The “not to exceed” amount includes City approved reimbursable expenses, if any, and all payments to be made pursuant to this Agreement’s sum for the initial term and extended term.

Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement. “The maximum not to exceed amount in Paragraph 3 of the Standard Agreement and Exhibit E, Section 1.1, is amended to: $400,000_
All other terms and conditions of the Agreement shall remain unchanged and remain in full force and effect unless modified by a written amendment signed by both parties.

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

CONTRACTOR
__Robert Half Inc.______________________________________________________________________________ Contractor’s Name (if other than an individual, state whether a corporation, partnership, etc.):
_____________________________________________________________________________________________ Authorized Signature Date
__Kimberly Steiner-Murphy, Sr. Regional Director_____________________________________________________ Printed Name and Title of Person Signing
__10100 Trinity Pkwy, Suite 330, Stockton, CA 95219_________________________________________________ Address

CITY OF STOCKTON
Agreement Number: Amendment
Number:
425000531 1
Docusign Envelope ID: 9242B888-FEED-4390-A03A-7FDB10870136 6/18/2025

ATTACHMENT A
321
2 (Rev. 02.13.25)
_____________________________________________________________________________________________ Steve Colangelo, Interim City Manager Date
ATTEST:
_____________________________________________________________________________________________ Katherine Roland, CMC, CPMC, City Clerk
APPROVED AS TO FORM:

Lori M. Asuncion, City Attorney
BY:

Docusign Envelope ID: 9242B888-FEED-4390-A03A-7FDB10870136

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Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING MOTION TO EXECUTE AN AMENDMENT TO THE STANDARD AGREEMENT WITH ROBERT HALF INC.

On March 18, 2020, the City of Stockton approved to enter into a cooperative/piggyback purchase agreement with Robert Half to provide staff to support critical structures in the payroll processes; and
The original term of the agreement was through December 31, 2025, with an option to extend; and
Both parties desire to extend the term of the agreement for an additional period of one year through December 31, 2026, under the same terms and conditions; and The amendment to the agreement has been reviewed and approved by City staff and deemed to be in the best interest of the City; now, therefore,

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

1. The City Council hereby approves the amendment to the agreement with Robert Half to extend the term of the agreement through December 31, 2026, with notto-exceed amount of $400,000 of the total contract.

2. The City Council hereby approves findings pursuant to Stockton Municipal Code 3.68.070(A)(5) in support of an exception to the competitive bid process.

3. The Interim City Manager, or their designee, is authorized to execute the contract amendment and any related documents necessary to carry out the intent of this resolution.

4. This Resolution shall become effective immediately upon its adoption.

PASSED, APPROVED, and ADOPTED July 15, 2025 .

CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:

KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton\
490
City of Stockton
Legislation Text
File #: 25-0693, Version: 1
APPROVE FINDINGS AND AWARD A CONTRACT TO VERDANTAS INC. TO COMPLETE AN

URBAN WATER MANAGEMENT PLAN

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

1. Approve findings pursuant to Stockton Municipal Code section 3.68.070 which support and justify an exception to the competitive bidding process.

2. Award a two-year contract to Verdantas Inc. in the amount of $104,467 to complete an Urban Water Management Plan to satisfy all Department of Water Resources (DWR) requirements.

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

Summary
The Municipal Utilities Department (MUD) is comprised of three enterprise funds including Water, Wastewater and Stormwater Utilities. The Water Utility provides drinking water service to the northern and southern regions of the Stockton Metropolitan Area, with the California Water Service Company and San Joaquin County serving the central region. The Delta Water Treatment Plant (DWTP) began operation in May 2012, providing up to 30 million gallons per day of treated surface water from the San Joaquin Delta and Mokelumne River.

The City of Stockton MUD is required to comply with the Urban Water Management Planning Act (Act) and prepare an Urban Water Management Plan (UWMP) every five years and submit the plan to the DWR. The UWMP serves as a critical planning document that evaluates urban water supply reliability, future water demands, and alignment with state water efficiency goals. An updated UWMP must meet the latest statutory requirements and be accepted by the Department of Water Resources.

Staff recommend that the City Council award a two-year contract to Verdantas Inc. for a total contract price of $104,467 to complete a new UWMP to satisfy all Department of Water Resources and California Water Code requirements (Exhibit 1 to the Resolution).

DISCUSSION
Background
In 1983, the California State Legislature enacted an Act, codified in Section 10610 of the California Water Code as Water Code section 10620, that requires an urban water supplier prepare and adopt City of Stockton Page 1 of 2 Printed on 7/10/2025
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File #: 25-0693, Version: 1
an Urban Water Management Plan (UWMP). Once adopted, the Water Code requires that the UWMP be updated every five years. As a water supplier providing potable water for municipal purposes to more than 3,000 customers, the City of Stockton must comply with DWR requirements and the California Water Code.

In 2010, before the construction of the Delta Water Supply Project (DWSP), the City submitted an UWMP for the DWTP to the State. In addition, three updates have been submitted since 2010, with a fourth update and latest update due to DWR by July 2026.

On March 20, 2025, the City advertised a Request for Proposals for Urban Water Management Plan Services, Project No. PUR 25-031.

On April 10, 2025, three firms submitted proposals; Black Water Consulting Engineers, Verdantas Inc., and West Yost & Associates Inc. Proposals were evaluated based on qualifications and experience, industry experience, capacity, and ability to meet the DWR requirements. Verdantas Inc. received the highest ranking based on the noted criteria and was determined to be the most qualified firm for this project.

Staff recommend that the City Council award a two-year contract to Verdantas Inc. for a total contract price of $104,467 to complete a new UWMP to satisfy all Department of Water Resources and California Water Code requirements (Exhibit 1 to the Resolution).

Findings
Pursuant to Stockton Municipal Code section 3.68.070, the City Council may approve findings which support and justify an exception to the competitive bidding process. The following findings support and justify an exception:

1. Use of the RFP process is appropriate for this Professional Services Contract because it relies on the evaluation of professional qualifications and performance as the basis for selection of a vendor. Use of the criteria ensures that the selected vendor will provide the highest quality professional service.

2. It is in the public interest to complete periodic urban water management plans to meet the Department of Water Resources (DWR) requirements and evaluate long-range water planning and ensure adequate availability and reliability of the water supply.

3. City staff do not have the technical expertise to prepare the Urban Water Management Plan in a timely and cost-effective manner.

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

FINANCIAL SUMMARY
The Delta Water Administrative division account has available funds to procure this service for FY 2025-26.

This action has no impact on the General Fund or any other unrestricted funds.

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Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING FINDINGS AND AWARDING A TWO-YEAR CONTRACT TO VERDANTAS INC. FOR $104,467 TO COMPLETE AN URBAN WATER

MANAGEMENT PLAN
The City is required to comply with the requirements of the Urban Water Management Planning Act, which was originally adopted in 1983, is codified in Section 10610 of the California Water Code, and requires all water suppliers to conduct an Urban Water Management Plan (UWMP) at least once every five years; and To comply with the Act, the Municipal Utilities Department (MUD) advertised a Request for Proposals (RFP) to complete the Urban Water Management Plan in accordance with the California Department of Water Resources (DWR) requirements; and
A staff selection committee evaluated and ranked all proposals based on qualifications, industry experience, quality of work, and ability to meet the UWMP survey needs; and
Verdantas Inc. received the highest ranking, based on the noted criteria, and was determined to be the most qualified firm for this project; and Staff recommend the City Council award a two-year contract, to complete the UWMP, to Verdantas Inc., for a total contract amount not-to-exceed $104,467; now, therefore,

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

1. The City Council hereby approves the following findings pursuant to Stockton Municipal Code Section 3.68.070 to support and justify an exception to the competitive bidding process:
a. Use of the RFP process is appropriate for this Professional Services Contract because it relies on the evaluation of professional qualifications and performance as the basis for selection of a vendor. Use of the criteria helps ensure selection of a vendor that will provide the highest quality professional service, which is in the public interest.
b. It is in the public interest to complete periodic Urban Water Management Plans to meet DWR requirements and evaluate water system reliability, risks, project future water demands, enhance statewide data gathering 493
and analysis, and address the specific water issues unique to the City of Stockton.
c. City staff do not have the technical expertise to prepare the Urban Water Management Plan in a timely and cost-effective manner.
d. City staff negotiated a contract following solicitation of competitive proposals in accordance with SMC Section 3.68.070 A.3.

2. The City Manager is authorized to execute a two-year contract with Verdantas Inc. to complete the UWMP, for a total not-to-exceed amount of $104,467, a copy of which is attached as Exhibit 1 and incorporated by this reference.

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

PASSED, APPROVED, and ADOPTED July 15, 2025 .

CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:

KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
494
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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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<(6 ____________________________________________________________________________ IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
______________________________________________________________________________________________ Contractor’s Name (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 ,QWHULP City 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
06/03/2025
EXHIBIT 1
Verdantas Inc. Urban Water Management Plan
07/01/2027
104,467.00
Professional Services Special Terms & Conditions
Verdantas Inc.

Karl Brustad, AVP Area Market Water Sector Lead
80 Blue Ravine Road, Suite 280, Folsom, CA 95630
495

EXHIBIT A

STATEMENT OF WORK

1.0 Project Objectives
Complete an update to the 2020 Urban Water Management Plan by the certification deadlines per the California Department of Water Resources (DWR).

2.0 Project Scope
The Contractor shall develop a clear, comprehensive, and actionable UWMP that integrates with the City's long-term planning efforts. The updated UWMP shall closely follow the DWR suggested document structure and clearly present all the required elements for DWR reviewers including the following areas of focus:

2.1 Data Collection and Analysis

1. Assess changes in natural hydrology, climate, and groundwater conditions

2. Anticipate the implications of regional, state, and federal regulations

3. Understand supply conditions and water use variability

4. Identify regional constraints or opportunities for shared water resources

5. Integrate local land use changes, development, plans, and population growth

6. Prepare for water shortages and unforeseen calamities

7. Anticipate infrastructure improvements

8. Recognize project funding needs and opportunities

2.2 Planning

1. Prepare a detailed look at current and future water use, including assessing and error-checking available baseline data and examining long-term planning documents like municipalities’ General Plans and Specific Plans.

2. Analyze potable and non-potable water supplies, including reviewing water rights and contracts, assessing water deliveries, ascertaining restrictions on water availability under certain regulatory and hydrological conditions, and other opportunities or limitations explained in documentation for each water supply.

3. Analyze water supply reliability by integrating the water use analyses with the water supply analyses to provide a water service reliability picture under normal conditions, single dry year conditions, and five consecutive dry years through at least 2045.

4. Prepare a realistic Drought Risk Assessment (DRA) by including integrated water supplies and projected water use in a hypothetical five-year drought EXHIBIT 1
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condition; and

5. Develop an effective Water Shortage Contingency Plan (WSCP) that specifies opportunities to reduce demand and augment supplies under numerous, and even unpredictable, water shortage conditions.

These planning fundamentals should assist City management with identifying the following: the effectiveness of water shortage contingency planning, necessary infrastructure improvements or emergency interties with neighboring Suppliers, trends in water reliability conclusions related to climate change or regulatory conditions, and opportunities to obtain funding for water management projects.

2.3 New Requirements
There are numerous additional requirements passed by the Legislature for future UWMPs, the selected candidate shall follow these, and any new major requirements provided in the upcoming 2025 UWMP guidance.

1. Five Consecutive Dry-Year Water Reliability Assessment: The Legislature modified the dry-year water reliability planning from a “multiyear” time period to a “drought lasting five consecutive water years” designation.

2. Drought Risk Assessment: The California Legislature created a new UWMP requirement for drought planning in part because of the significant duration of recent California droughts and the predictions about hydrological variability attributable to climate change.

3. Seismic Risk: The Water Code now requires Suppliers to specifically address seismic risk to various water system facilities and to have a mitigation plan. An important aspect of this provision is the intersection of water supply infrastructure planning with a county or regional hazard mitigation plan.

4. Energy Use Information: The Water Code now requires Suppliers to include readily obtainable information on estimated amounts of energy for their water supply extraction, treatment, distribution, storage, conveyance, and other water uses.

5. Water Loss Reporting for Five Years: The Water Code added the requirement to include the past five years of water loss audit reports as part of this UWMP.

6. Water Shortage Contingency Plan: In 2018, the Legislature modified the UWMP laws to require a WSCP with specific elements. The WSCP is a document that provides a Supplier with an action plan for a drought or catastrophic water supply shortage.

7. Groundwater Supplies Coordination: In 2014, the Legislature enacted the Sustainable Groundwater Management Act (SGMA) to address groundwater conditions throughout California.

8. Lay Description: The Legislature included a new statutory requirement for EXHIBIT 1
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Suppliers to include a lay description of the fundamental determinations of the UWMP, especially regarding water service reliability, challenges ahead, and strategies for managing reliability risks.

2.4 Document Preparation, Review, and Submission

1. Structure the UWMP according to DWR’s recommended format for ease of review and approval.

2. Ensure consistency with the City's General Plan, Climate Action Plan, and Integrated Water Resource Management efforts.

3. Use a progressive review analysis to develop a draft UWMP for City staff input and incorporate feedback to ensure internal alignment before full document completion.

4. Address and respond to any DWR comments promptly to facilitate approval.

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

Contractor:

Verdantas Inc.

Karl Brustad
80 Blue Ravine Road
Suite 280
Folsom, CA 95630
City:

City of Stockton
Attn: Program Manager I
11373 N. Lower Sacramento Road
Lodi, CA 95242

4.0 Key Personnel
Clara Isho
Program Manager I
Water Division
Municipal Utilities Department

5.0 Option to Renew.

There is no option to renew.

EXHIBIT 1
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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.
(Not required if consultant provides written verification it has no employees)

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $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:

EXHIBIT 1
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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 EXHIBIT 1
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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 evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced w ith another claims-made policy form 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
EXHIBIT 1
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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, 3rd Floor – HR
Stockton, CA 95202
EXHIBIT 1
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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 required for furnishing services pursuant to this Agreement. If applicable, City shall furnish to Contractor only the facilities and equipment listed in Exhibit A to the Agreement.

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

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

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

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

5. Ownership of Work. All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree 1 EXHIBIT 1
503
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.
 Timeliness. 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.
 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.  Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.

 Contractor’s Status.

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

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's 2 EXHIBIT 1
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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 necessary, 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 Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.

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

10. Subcontractor.

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

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

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

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time XSRQ WHQ

 GD\V QRWLFH by mailing VXFK notice in writing to
Contractor. $IWHUWKHQRWLFHSHULRGWhe Agreement shall 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 XS WR the time the notice of termination is received.
3 EXHIBIT 1
505

11.2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the QRQEUHDFKLQJ party, at that party’s option, may terminate this Agreement by giving WKH EUHDFKLQJ SDUW\ WHQ 
 GD\V
written QRWLFH7KHEUHDFKLQJSDUW\VKDOOKDYHWHQ

GD\VIURPWKHGDWHRI UHFHLSWRI
VXFK QRWLFH WR FXUH WKH EUHDFK ,I WKH EUHDFK LV QRW FXUHG ZLWKLQ WKLV SHULRG WKH QRQ EUHDFKLQJSDUW\PD\WHUPLQDWHWKLV$JUHHPHQWLPPHGLDWHO\XSRQZULWWHQQRWLILFDWLRQ

11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any payment may arise under this Agreement until funds are made available and until the Contractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the City, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.
 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
IHHV RI OLWLJDWLRQ
 RI HYHU\ QDWXUH DULVLQJ RXW RI RU LQ FRQQHFWLRQ ZLWK &RQWUDFWRU¶V SHUIRUPDQFH RI ZRUN KHUHXQGHU RU LWV IDLOXUH WR FRPSO\ ZLWK DQ\ RI LWV REOLJDWLRQV FRQWDLQHG LQ WKLV DJUHHPHQW H[FHSW VXFK ORVV RU GDPDJH ZKLFK ZDV FDXVHG E\ WKH VROH QHJOLJHQFH RU ZLOOIXO PLVFRQGXFW RI WKH &LW\ RI 6WRFNWRQ 7KLV REOLJDWLRQ LV LQGHSHQGHQW RI DQG VKDOO QRW LQ DQ\ ZD\ EH OLPLWHG E\ WKH PLQLPXP LQVXUDQFH REOLJDWLRQV FRQWDLQHG LQ WKLV DJUHHPHQW 7KHVH REOLJDWLRQV VKDOO VXUYLYH WKH FRPSOHWLRQ RU WHUPLQDWLRQ RI WKLV DJUHHPHQW
 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 EXHIBIT 1
506
 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.  Records and Audits. Contractor shall maintain all records regarding this Agreement and the services performed for a period of three (3) years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a 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. 
 Confidentiality. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.  Conflicts of Interest. Contractor has no financial interest with any official, employee or other representative of the City WKDW PD\ FRQIOLFW ZLWK RU FRXOG KDYH DQ LPSDFW &RQWUDFWRU¶V SHUIRUPDQFH RI VHUYLFHV XQGHU WKLV $JUHHPHQW. 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.
 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.
 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.
 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 EXHIBIT 1
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24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

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

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

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

28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
6 EXHIBIT 1
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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 EXHIBIT 1
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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 extent that such conflict or variations in the Special Conditions of the Agreement are not possible of being reconciled with the provisions of the GTC.

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

3. Time for Performance.

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

3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other EXHIBIT 1
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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 entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to WDNH UHDVRQDEOH PHDVXUHV WR SURWHFW WKH VHFUHF\ DQG DYRLG GLVFORVXUH DQG XQDXWKRUL]HG XVH RI VXFK LQIRUPDWLRQ DQG UHFRUGV Contractor shall assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.

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

5. Compensation

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

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed EXHIBIT 1
511
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 covered by this Agreement shall be subcontracted without the prior written approval 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 Agreement. Neither Contractor nor Contractor’s officers or employees are entitled to any salary 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 special 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 Personnel 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.

EXHIBIT 1
512
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 reviews, 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 for 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 receipt 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 accepted for review only when required for a specific and well-defined purpose and when consented 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. 7KH&LW\DJUHHVWRXVHWKH'HOLYHUDEOHVRQO\IRUWKHSXUSRVHVIRUZKLFK WKH\ ZHUH SUHSDUHG E\ &RQWUDFWRU &RQWUDFWRU PDNHV QR UHSUHVHQWDWLRQV DV WR WKH VXLWDELOLW\RIWKH'HOLYHUDEOHVIRUXVHLQFLUFXPVWDQFHVQRWFRQWHPSODWHGE\WKH6FRSHRI 6HUYLFHV RU DV WR 'HOLYHUDEOHV WKDW KDYH EHHQ DOWHUHG LQ DQ\ ZD\ E\ &LW\ $V VXFK &RQWUDFWRU VKDOO QRW EH OLDEOH IRU DQ\ FODLPV DULVLQJ RXW RI FKDQJHV PDGH WR WKH 'HOLYHUDEOHVE\&LW\RUIRUDQ\FODLPVUHODWHGWRXVHRIWKH'HOLYHUDEOHVIRUSXUSRVHVQRW FRQWHPSODWHGE\WKH6FRSHRI6HUYLFHV
EXHIBIT 1
513
ϱ
(Rev. 07.12.22)

11. Applicable Laws
Deliverables must conform with all applicable federal, state, and local laws. Such FRQIRUPLW\ LQFOXGHV FRPSOLDQFHZLWKIHGHUDO VDQFWLRQV DQG&RQWUDFWRU FHUWLILHVWKDW LW KDV QRW DQG ZLOO QRW HQJDJH LQ SURKLELWHG WUDQVDFWLRQV ZLWK VDQFWLRQHG SHUVRQV RU HQWLWLHV
EXHIBIT 1
514

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 $_104,467.00__ (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

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

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

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

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

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

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

EXHIBIT 1
515

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 _N/A__%.

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 SEE ATTACHMENT A $
2 $
3 $
TOTAL PRICE $

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 Agreement.

Hourly Billable Rate Schedule
Title Role on Project
Hourly
Billable
Rates
SEE ATTACHMENT A $
$
$
$
$
$
$

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
SEE ATTACHMENT A $
EXHIBIT 1
516

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:
[email protected]
EXHIBIT 1
517
City of Stockton
2025 Urban Water Management Plan Update
Estimated Work Effort and Cost
Task No.Task Description Principal in Charge & QA/QC Project Manager 3 Senior Engineer 1 Staff Engineer 2 Administrative 4 PBI Labor Total PBI Labor ($) PBI Expenses ($) Total Cost ($) 2025 Rates 290.00 $ 260.00 $ 220.00 $ 170.00 $ 120.00 $ Task 1 - Project Management and Meetings

1.1 Project Management and Meetings 2 16 8 8 12 46 $9,300 $930 $10,230 Subtotal Task 1 2 16 8 8 12 46 $9,300 $930 $10,230
Task 2 - Preparation of Draft UWMP

2.1 Data Gathering and Evaluation 2 8 8 16 34 $7,140 $714 $7,8542.2 Analysis and Report Sections Introduction and Overview 1224 9 $1,930 $193 $2,123Plan Preparation 1224 9 $1,930 $193 $2,123System Description 1 4 4 16 25 $4,930 $493 $5,423Water Use Characterization 1 4 6 24 35 $6,730 $673 $7,403Baselines and Targets 1 4 8 16 29 $5,810 $581 $6,391System Supplies 1 2 8 16 27 $5,290 $529 $5,819Water Supply Characterization 1 2 8 16 27 $5,290 $529 $5,819Water Service Reliability and Drought Risk Assessment 1 2 8 16 27 $5,290 $529 $5,819Water Shortage Contingency Plan 1 8 16 32 57 $11,330 $1,133 $12,463Demand Management Measures 1 4 16 32 53 $10,290 $1,029 $11,319Plan Adoption, Submittal, and Implementation 1222 7 $1,590 $159 $1,749 Subtotal Task 2 13 44 88 194 0 339 $67,550 $6,755 $74,305 Task 3 - Admiistrative Draft Report

3.1 Administrative Draft Report 2 4 4 24 4 38 $7,060 $706 $7,766 Subtotal Task 3 2 4 4 24 4 38 $7,060 $706 $7,766
Task 4 - Public Hearing

4.1 Preparation of Public Notices 24 4 10 $1,880 $188 $2,0684.2 Preparation of Presentation 246 12 $2,940 $294 $3,234 Subtotal Task 4 2 6 10 0 4 22 $4,820 $482 $5,302
Task 5 - Final Adopted Report

5.1 Finalize and Print Adopted Report 2 4 6 12 4 28 $5,460 $546 $6,0065.2 Submit to DWR 22 4 $780 $78 $858 Subtotal Task 5 2 4 8 14 4 32 $6,240 $624 $6,864
COLUMN TOTALS 21 74 118 240 24 477 $94,970 $9,497 $104,467 $104,467 TOTAL COST
EXHIBIT 1
518

EXHIBIT F

TIMELINE

1. Contractor shall complete the requested services identified in Exhibit A as follows:

1.1 TIMELINE FOR COMPLETION OF WORK
Task Due Date
Urban Water Management Plan July 01, 2026
EXHIBIT 1
519
City of Stockton
Legislation Text
File #: 25-0554, Version: 1
APPROVE FINDINGS AND AWARD A CONTRACT TO VERDANTAS INC. TO COMPLETE A

WATERSHED SANITARY SURVEY FOR THE WATER UTILITY

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

1. Approve findings pursuant to Stockton Municipal Code section 3.68.070 which support and justify an exception to the competitive bidding process.

2. Award a two-year contract to Verdantas Inc. in the amount of $103,257, to complete a Watershed Sanitary Survey to satisfy the California Surface Water Treatment Rule requirements. (Exhibit 1 to the Resolution).

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

Summary
The Municipal Utilities Department (MUD) is comprised of three enterprise funds including Water, Wastewater and Stormwater Utilities. The Water Utility provides drinking water service to the northern and southern regions of the Stockton Metropolitan Area, with the California Water Service Company and San Joaquin County serving the central region. The Delta Water Treatment Plant (DWTP) began operation in May 2012, providing up to 30 million gallons per day of treated surface water from the San Joaquin Delta and Mokelumne River.

The California Code of Regulations, Title 22, Chapter 17 establishes the California Surface Water Treatment Rule (SWTR). The SWTR requires that all water suppliers conduct a sanitary survey of their watershed(s) at least once every five years. The objective of the Watershed Sanitary Survey is to meet the Surface Water Treatment Rule (SWTR) requirements and evaluate potential contaminant sources within the DWTP watershed that may impact water quality.

If approved, this action will award a two-year contract to Verdantas Inc., in an amount not-to-exceed $103,257, to complete a Watershed Sanitary Survey to satisfy California Surface Water Treatment Rule requirements.

DISCUSSION
Background
In June 1991, the California Code of Regulations approved new rules mandating all water suppliers City of Stockton Page 1 of 2 Printed on 7/10/2025
powered by Legistar™520
File #: 25-0554, Version: 1
using surface water sources to complete a sanitary survey of their respective watershed(s) and provide an update report every five years. As a potable water supplier using surface water sources like the Sacramento San Joaquin Delta and the Mokelumne River, the City of Stockton must comply with the SWTR and the California Code of Regulations.

In December 2009, before the construction of the DWTP, the City submitted a sanitary survey of the Delta Water Supply Project (DWSP) watershed to the state. Three updates have been submitted to the state since 2009, with a fourth update due to Department of Water Resources (DWR) by December 2026.

On March 17, 2025, the City advertised a Request for Proposals for Watershed Sanitary Survey Services, Project No. PUR 25-029.

On April 3, 2025, two firms submitted proposals, Rincon Consultants, Inc. and Verdantas Inc.

Proposals were evaluated based on qualifications and experience, industry experience, capacity, and ability to meet the requirements of the SWTR. Verdantas Inc. received the highest ranking based on the noted criteria and was determined to be the most qualified firm for this project.

Staff recommend the City Council award a two-year contract to Verdantas Inc. for a total contract price of $103,257 (Exhibit 1 to the Resolution).

Findings
Pursuant to Stockton Municipal Code section 3.68.070, the City Council may approve findings which support and justify an exception to the competitive bidding process. The following findings support and justify an exception:

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

2. It is in the public interest to complete periodic watershed sanitary surveys to meet the Surface Water Treatment Rule (SWTR) requirements and evaluate potential contaminant sources within the DWTP watershed that may impact water quality.

3. The City does not have the technical expertise to prepare the Watershed Sanitary Survey in a timely and cost-effective manner.

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

FINANCIAL SUMMARY
Funds are available in the Delta Water Administrative account to cover the procurement of this service for FY 2024-25.

This action has no impact on the General Fund or any other unrestricted funds.

City of Stockton Page 2 of 2 Printed on 7/10/2025
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Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING FINDINGS AND AWARDING A TWO-YEAR CONTRACT TO VERDANTAS INC. FOR $103,257 TO COMPLETE A WATERSHED SANITARY

SURVEY FOR THE WATER UTILITY
The California Code of Regulations, Title 22, Chapter 17, establishes the California Surface Water Treatment Rule (SWTR) requiring all surface water suppliers to conduct a sanitary survey of their watershed(s) at least once every five years; and To comply with the SWTR, the Municipal Utilities Department (MUD) advertised a Request for Proposals (RFP) to complete the Watershed Sanitary Survey (WSS) in accordance with SWTR requirements; and
A selection committee evaluated and ranked all proposals based on qualifications, industry experience, quality of work, and ability to meet the WSS survey needs; and Verdantas Inc. received the highest ranking, based on the noted criteria, and staff has determined it to be the most qualified firm for this project; and Staff recommends the City Council award a two-year contract, to complete the WSS, to Verdantas Inc., for a total contract amount not-to-exceed $103,257; now, therefore,

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

1. The City Council hereby approves the following findings pursuant to Stockton Municipal Code section 3.68.070 to support and justify an exception to the competitive bidding process:
a. Use of the RFP process is appropriate for this Professional Services Contract because it relies on the evaluation of professional qualifications and performance as the basis for selection of a vendor. Use of the criteria helps ensure selection of a vendor that will provide the highest quality professional service, which is in the public interest.
b. City staff negotiated a contract following solicitation of competitive proposals in accordance with SMC Section 3.68.070A.3.
c. It is in the public interest to complete periodic watershed sanitary surveys to meet the Surface Water Treatment Rule requirements and evaluate potential contaminant sources within the DWTP watershed that may impact water quality.
522
d. City staff do not have the technical expertise to prepare the Watershed Sanitary Survey in a timely and cost-effective manner.

2. The City Manager is authorized to execute a two-year contract with Verdantas Inc. to complete the WSS, for a total not-to-exceed amount of $103,257, a copy of which is attached as Exhibit 1 and incorporated by this reference.

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

PASSED, APPROVED, and ADOPTED July 15, 2025 .

CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:

KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
523
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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.

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

CONTRACTOR
______________________________________________________________________________________________ Contractor’s Name (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 ,QWHULP City 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
06/03/2025
EXHIBIT 1
Verdantas Inc. Watershed Sanitary Survey
07/01/2027
103,257.00
Professional Services Special Terms & Conditions
Verdantas Inc.

Karl Brustad, AVP Area Market Water Sector Lead
80 Blue Ravine Road, Suite 280, Folsom, CA 95630
524

EXHIBIT A

STATEMENT OF WORK

1.0 Project Objectives
Complete an update to the 2021 Delta Water Treatment Plant Watershed Sanitary Survey by the certification deadlines per the California Surface Water Treatment Rule (SWTR) requirements.

2.0 Project Scope
The contractor shall update the 2021 Delta Water Treatment Plant Watershed Sanitary Survey. &RQWUDFWRU shall compile and evaluate all past data and any new data from the 2021 WSS to ensure a comprehensive and up to date assessment.

2.1 Task 1 - Watershed and Water Supply System
The contractor shall update the following elements of the watershed and water supply system, as necessary, based on prior assessments in the 2009, 2015, and 2021 WSS.

1. Land Use: Major land uses and population centers.

2. Natural Setting: A description of the Sacramento River, San Joaquin, and Delta watersheds.

3. Hydrology: The hydraulic characteristics of the Delta, including influences from tributary stream inflows, daily tidal inflow and outflow, Delta water diversions, and export pumping from the south Delta.

4. Water Supply System and Treatment Facilities. Major features, including:
a) service area characteristics, management practices, and annual usage b) raw water intake and conveyance facilities
c) intake protection facilities or measures
d) treatment facilities or treatment plant processes
e) treated water storage and distribution facilities
f) existing canal from Lodi Lake, as well as facilities which deliver the water to the treatment plant

5. Emergency Plans: Existing plans for natural, accidental, or vandal-caused disasters, including chemical spills, fires, serious power failure, equipment failure, and drought contingency.

EXHIBIT 1
525

2.2 Task 2 – Potential Contaminant Sources in the Watersheds This task includes a discussion of potential contaminant sources in the watershed, population growth or economic development in the watershed, and projected changes in the sources and types of contaminants in the future. Land uses and specific contaminant sources will be updated as necessary and identified on the 2015 Delta Water Supply Project Watershed Sanitary Survey maps of the watershed.

Potential sources of information include: the City of Stockton, San Joaquin County, Sacramento County, Amador County, the Central Valley Regional Water Quality Control Board (CVRWQCB) Waste Discharge Requirement files, the California Department of Pesticide Regulation, and the U.S. Natural Resources Conservation Service. Research methods primarily include interviews with local government agencies, and review of existing reports.

Contaminants reported in point and nonpoint pollution sources will be identified in order to identify the effects on raw water quality at the intakes to the water treatment plants. The survey will update information on wastewater treatment plants and other major sources of discharge or runoff in the study area, as well as major land uses. These sources include contaminants associated with agriculture, grazing, septic tanks, and recreation. BC will describe the associated contaminants of concern and their causes and assess the potential to affect water quality. As with the 2009, 2015, and 2021 survey, contaminant sources in closer proximity to the intake will be reviewed more thoroughly than sources which are more distant.

Specific sources of contaminants will be identified, presented, and evaluated for the following activities:

1. Wastewater: Facilities with waste discharge requirements regulated by the CVRWQCB will be described.

2. Septic tanks: The overall record of septic systems will be reviewed with the Sacramento, San Joaquin and Amador County public works departments.

3. Urban runoff: Large dischargers of residential runoff will be identified, including their typical constituents, and the key contaminants of concern to drinking water quality.

4. Recreational use: Primarily Delta watershed recreation will be described.

5. Agricultural land use/Grazing/Pesticides: The primary crops grown and the available data related to application quantities of pesticides and herbicides will be described. The pesticides used and their impact on drinking water quality will be described. The potential for grazing animals to be carriers of Giardia and Cryptosporidium will be discussed, including their impact on the source water quality.

6. Wild animals: Wild animal populations will be discussed because of their EXHIBIT 1
526
potential to be Giardia and Cryptosporidium carriers.

7. Solid and hazardous waste disposal facilities: The operational status and potential contaminants that may leach from these facilities will be discussed.

8. Hazardous materials storage/spills: The number and status of leaking underground storage tanks will be provided. The number, location, and quantity of hazardous materials spills involving waterways will be provided.

9. Mine runoff: The location and type of mines regulated under the Surface Mining and Reclamation Act will be provided.

10. Geologic hazards: Natural disasters that can add sediment to surface waters and increase turbidity include earthquakes, fire, landslides, and floods will be discussed.

11. Timber harvest/Fires: Timber harvesting in upper Amador County and wildland fires will be briefly described, as well as the related water quality concerns.

12. Unauthorized activity: Typical unauthorized activities in this watershed will be described, including dumping of chemicals, paints, or other toxic materials in surface water.

13. Derelict vessels: The presence of derelict vessels within the Delta, and their potential to contribute to water contamination through leaking fuel, oils, or hazardous materials, will be evaluated. The impact of these vessels on water quality and efforts for their removal will be considered.

14. Dredging: The annual dredging of the Stockton Deep Water Ship Channel will be discussed, including that related to the Port of Stockton expansion project.

15. Invasive species: The discussion of the threat imposed by quagga, zebra mussels, golden mussels, as well as watershed management activities implemented by state and local agencies, will be updated.

16. New Delta Conveyance Facility: An isolated conveyance facility that would separate the export water from the waters of the Delta was in the planning stages during the preparation of previous surveys. This discussion will be updated to describe the current ongoing planning.

17. Anticipated growth in the watershed: Anticipated growth in the watershed that is likely to affect sources of contaminants to the water supply system in the near future to the next 10 years will be broadly reviewed and discussed.

2.3 Task 3 – Water Quality Analysis
The current Safe Drinking Water Act regulations that apply to the City of Stockton will be summarized and reviewed. The specific constituents of concern in the watershed will be discussed. The City of Stockton’s water quality monitoring will EXHIBIT 1
527
be described, and the results analyzed. Recommendations will be made regarding the water quality monitoring program. Potential future regulations and their impacts will be discussed. The water quality analysis is described further below.

Water Quality Data Evaluation. Raw water quality data collected by the City of Stockton at the treatment plant intake will be compiled, processed, statistically analyzed, and summarized in the survey. Raw water quality results will be compared to established standards for drinking water quality. The data will be compared to the standards in the State Water Resources Control Board (SWRCB) Guidance Document for the Surface Water Treatment Rule. The data will also be analyzed to determine if there are trends over time and seasonal trends in constituent concentrations. This water quality review will be limited to data available in electronic format from the City of Stockton at the time of preparation of this report.

The following constituents are of key concern because they may impact public health and affect treatment plant operations:

1. Microbiological contaminants

2. Turbidity

3. Nutrients

4. Natural Organic Matter (NOM)

5. Taste and odor

6. Algae

7. Organic contaminants (including pesticides and herbicides)

8. Inorganic contaminants

9. pH

10. Trihalomethanes (indicates impact of wastewater treatment plant discharges)
The 2021 evaluation of land use and the potential contribution of constituents of concern within the watershed will be updated. In particular, the report will describe how potential contaminant sources may contribute elevated microbial concentrations to surface waters (e.g., coliform, viruses, Giardia, and Cryptosporidium).

Ability to Meet Current State and Federal Drinking Water Regulations. The 2009,2015, and 2021 assessment of the water treatment plant ability to meet current state and federal drinking water treatment requirements with the existing surface water quality will be updated. This effort will involve comparing the water quality data to regulatory performance requirements (i.e., this review will not EXHIBIT 1
528
include physical inspection, testing or evaluation of the treatment plant facility). In addition, based on the treatment plant’s performance to date, the effect of future regulations on the City’s ability to meet maximum contaminant levels with current treatment processes will be evaluated.

Specifically, based on the water quality data, the ability of the City to comply with the existing Stage 1 and 2 Disinfectants/Disinfection By-Products Rules, and the Interim Enhanced and Long-Term 2 Surface Water Treatment Rules will be discussed.

Water Quality Recommendations. The discussion of management practices which, if implemented, could affect the level of treatment for viruses and Giardia will be updated. Specific control measures and/or enhanced treatment will be recommended as appropriate to control water quality problems in the watersheds.

Potential deficiencies in the existing monitoring will be identified.

Recommendations will also be made for monitoring necessary to satisfy future regulatory requirements. The recommendations provided will be specific so that water operation staff will understand the needs and how to correct the problems that are identified.

2.4 Task 4 – Watershed Control and Management Practices Watershed management practices reported in the 2009,2015, and 2021 survey will be reviewed, updated and recommendations made regarding measures that can be taken by the City of Stockton, or by others, to reduce the discharge of key contaminants to the Sacramento and San Joaquin rivers.

2.5 Task 5 – Draft Watershed Sanitary Survey
A draft watershed sanitary survey will be prepared for the Delta Water Supply Project. Five copies of the total of the draft survey will be delivered to the City and as an editable version of the Word document.

2.6 Task 6 – Final Watershed Sanitary Survey
The City of Stockton’s comments will be incorporated into the report and a final Watershed Sanitary Survey will be prepared. Five copies of the final survey will be delivered to the City, as well as an editable version of the Word document and a pdf.

2.7 Task 7 – Project Management
The contractor shall provide project oversight, including personnel management, quality assurance, and adherence to project timelines. Regular progress reports will be submitted to the City to ensure all deliverables meet required standards.

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

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Contractor:

Verdantas Inc.

Karl Brustad
80 Blue Ravine Road
Suite 280
Folsom, CA 95630
City:

City of Stockton
Attn: Program Manager I
11373 N. Lower Sacramento Road
Lodi, CA 95242

4.0 Key Personnel
Clara Isho
Program Manager I
Water Division
Municipal Utilities Department

5.0 Option to Renew.

There is no option to renew.

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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.
(Not required if consultant provides written verification it has no employees)

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $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 EXHIBIT 1
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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 evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced w ith another claims-made policy form 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, 3rd 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 required for furnishing services pursuant to this Agreement. If applicable, City shall furnish to Contractor only the facilities and equipment listed in Exhibit A to the Agreement.

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

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

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

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

5. Ownership of Work. All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree 1 EXHIBIT 1
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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.
 Timeliness. 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.
 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.  Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.

 Contractor’s Status.

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

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's 2 EXHIBIT 1
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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 necessary, 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 Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.

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

10. Subcontractor.

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

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

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

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time XSRQ WHQ

 GD\V QRWLFH by mailing VXFK notice in writing to
Contractor. $IWHUWKHQRWLFHSHULRGWhe Agreement shall 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 XS WR the time the notice of termination is received.
3 EXHIBIT 1
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11.2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the QRQEUHDFKLQJ party, at that party’s option, may terminate this Agreement by giving WKH EUHDFKLQJ SDUW\ WHQ 
 GD\V
written QRWLFH7KHEUHDFKLQJSDUW\VKDOOKDYHWHQ

GD\VIURPWKHGDWHRI UHFHLSWRI
VXFK QRWLFH WR FXUH WKH EUHDFK ,I WKH EUHDFK LV QRW FXUHG ZLWKLQ WKLV SHULRG WKH QRQ EUHDFKLQJSDUW\PD\WHUPLQDWHWKLV$JUHHPHQWLPPHGLDWHO\XSRQZULWWHQQRWLILFDWLRQ

11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any payment may arise under this Agreement until funds are made available and until the Contractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the City, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.
 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
IHHV RI OLWLJDWLRQ
 RI HYHU\ QDWXUH DULVLQJ RXW RI RU LQ FRQQHFWLRQ ZLWK &RQWUDFWRU¶V SHUIRUPDQFH RI ZRUN KHUHXQGHU RU LWV IDLOXUH WR FRPSO\ ZLWK DQ\ RI LWV REOLJDWLRQV FRQWDLQHG LQ WKLV DJUHHPHQW H[FHSW VXFK ORVV RU GDPDJH ZKLFK ZDV FDXVHG E\ WKH VROH QHJOLJHQFH RU ZLOOIXO PLVFRQGXFW RI WKH &LW\ RI 6WRFNWRQ 7KLV REOLJDWLRQ LV LQGHSHQGHQW RI DQG VKDOO QRW LQ DQ\ ZD\ EH OLPLWHG E\ WKH PLQLPXP LQVXUDQFH REOLJDWLRQV FRQWDLQHG LQ WKLV DJUHHPHQW 7KHVH REOLJDWLRQV VKDOO VXUYLYH WKH FRPSOHWLRQ RU WHUPLQDWLRQ RI WKLV DJUHHPHQW
 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 EXHIBIT 1
538
 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.  Records and Audits. Contractor shall maintain all records regarding this Agreement and the services performed for a period of three (3) years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a 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. 
 Confidentiality. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.  Conflicts of Interest. Contractor has no financial interest with any official, employee or other representative of the City WKDW PD\ FRQIOLFW ZLWK RU FRXOG KDYH DQ LPSDFW &RQWUDFWRU¶V SHUIRUPDQFH RI VHUYLFHV XQGHU WKLV $JUHHPHQW. 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.
 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.
 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.
 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 EXHIBIT 1
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24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

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

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

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

28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
6 EXHIBIT 1
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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 EXHIBIT 1
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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 extent that such conflict or variations in the Special Conditions of the Agreement are not possible of being reconciled with the provisions of the GTC.

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

3. Time for Performance.

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

3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other EXHIBIT 1
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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 entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to WDNH UHDVRQDEOH PHDVXUHV WR SURWHFW WKH VHFUHF\ DQG DYRLG GLVFORVXUH DQG XQDXWKRUL]HG XVH RI VXFK LQIRUPDWLRQ DQG UHFRUGV Contractor shall assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.

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

5. Compensation

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

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed EXHIBIT 1
543
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 covered by this Agreement shall be subcontracted without the prior written approval 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 Agreement. Neither Contractor nor Contractor’s officers or employees are entitled to any salary 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 special 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 Personnel 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.

EXHIBIT 1
544
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 reviews, 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 for 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 receipt 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 accepted for review only when required for a specific and well-defined purpose and when consented 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. 7KH&LW\DJUHHVWRXVHWKH'HOLYHUDEOHVRQO\IRUWKHSXUSRVHVIRUZKLFK WKH\ ZHUH SUHSDUHG E\ &RQWUDFWRU &RQWUDFWRU PDNHV QR UHSUHVHQWDWLRQV DV WR WKH VXLWDELOLW\RIWKH'HOLYHUDEOHVIRUXVHLQFLUFXPVWDQFHVQRWFRQWHPSODWHGE\WKH6FRSHRI 6HUYLFHV RU DV WR 'HOLYHUDEOHV WKDW KDYH EHHQ DOWHUHG LQ DQ\ ZD\ E\ &LW\ $V VXFK &RQWUDFWRU VKDOO QRW EH OLDEOH IRU DQ\ FODLPV DULVLQJ RXW RI FKDQJHV PDGH WR WKH 'HOLYHUDEOHVE\&LW\RUIRUDQ\FODLPVUHODWHGWRXVHRIWKH'HOLYHUDEOHVIRUSXUSRVHVQRW FRQWHPSODWHGE\WKH6FRSHRI6HUYLFHV
EXHIBIT 1
545
ϱ
(Rev. 07.12.22)

11. Applicable Laws
Deliverables must conform with all applicable federal, state, and local laws. Such FRQIRUPLW\ LQFOXGHV FRPSOLDQFHZLWKIHGHUDO VDQFWLRQV DQG&RQWUDFWRU FHUWLILHVWKDW LW KDV QRW DQG ZLOO QRW HQJDJH LQ SURKLELWHG WUDQVDFWLRQV ZLWK VDQFWLRQHG SHUVRQV RU HQWLWLHV
EXHIBIT 1
546

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 $_103,257.00__ (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

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

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

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

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

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

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

EXHIBIT 1
547

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 _N/A__%.

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 SEE ATTACHMENT A $
2 $
3 $
TOTAL PRICE $

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 Agreement.

Hourly Billable Rate Schedule
Title Role on Project
Hourly
Billable
Rates
SEE ATTACHMENT A $
$
$
$
$
$
$

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
SEE ATTACHMENT A $
EXHIBIT 1
548

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:
[email protected]
EXHIBIT 1
549
Estimated Work Effort and Cost
City of Stockton - Watershed Sanitary Survey
Task No. Task Description QAQC Reviewer Karl Brustad Project Manager 2 Ashley Smith Senior Engineer 1 Drew Azevedo Staff Engineer 2 Laura Hernandez Staff Engineer 2 Hayden Horan Administrative 4 PBI Labor Total PBI Labor ($) Expenses ($) Total Cost ($) 2025 rates 290.00 $ 240.00 $ 220.00 $ 170.00 $ 170.00 $ 120.00 $ Task 1 - Watershed and Water Supply System

1.1 Watershed and Water Supply System 2 8 12 16 40 78 $14,660 $1,466 $16,126 Subtotal Task 1 2 8 12 16 40 0 78 $14,660 $1,466 $16,126 Task 2 - Potential Contaminant Sources in the Watershed

2.1 Potential Contaminant Sources in the Watershed 2 8 12 16 40 78 $14,660 $1,466 $16,126 Subtotal Task 2 2 8 12 16 40 0 78 $14,660 $1,466 $16,126 Task 3 - Water Quality Analysis

3.1 Water Quality Analysis 2 6 4 8 16 36 $6,980 $698 $7,678 Subtotal Task 3 2 6 4 8 16 0 36 $6,980 $698 $7,678
Task 4 - WWatershed Control Management Practices

4.1 Watershed Control Management Practices 4 12 16 32 $7,560 $756 $8,316 Subtotal Task 4 4 12 16 0 0 0 32 $7,560 $756 $8,316
Task 5 - Draft Watershed Sanitary Survey

5.1 Draft Watershed Sanitary Survey 2 8 16 40 16 82 $15,540 $1,554 $17,094 Subtotal Task 5 2 8 16 40 16 0 82 $15,540 $1,554 $17,094 Task 6 - RFinal Watershed Sanitary Survey

6.1 Final Watershed Sanitary Survey 2 4 8 16 16 46 $8,740 $874 $9,614 Subtotal Task 6 4 12 24 56 32 0 128 $24,280 $2,428 $26,708 Task 7 - Prepare Updated Water Master Plan

1.1 General Project Management 4 16 4 24 $5,480 $548 $6,0281.2 Project Meetings 88 0 0 16 $4,240 $424 $4,6641.3 Quality Assurance/Quality Control 16 2 18 $4,880 $488 $5,3681.4 Monthly Invoices & Progress Reports 8 12 20 $3,360 $336 $3,696 Subtotal Task 7 28 32 0 0 0 18 78 $17,960 $1,796 $19,756 COLUMN TOTALS 43 82 76 116 136 18 471 $93,870 $9,387 $103,257 TOTAL COST $103,257
$WWDFKPHQW$ EXHIBIT 1
550

EXHIBIT F

TIMELINE

1. Contractor shall complete the requested services identified in Exhibit A as follows:

1.1 TIMELINE FOR COMPLETION OF WORK
Task Due Date
Watershed Sanitary Survey December 01, 2026
EXHIBIT 1
551
City of Stockton
Legislation Text
File #: 25-0632, Version: 1

APPROVE FINDINGS AND AWARD AN ENGINEERING SERVICES CONTRACT TO CAROLLO ENGINEERS, INC. FOR THE WESTSIDE SEWER INTERCEPTOR CONDITION ASSESSMENT (UW20018)

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

1. Approve findings pursuant to Stockton Municipal Code section 3.68.070, which support and justify an exception to the competitive bidding process.

2. Authorize a Professional Engineering Services Contract in the amount of $183,124 with Carollo Engineers, Inc. of Sacramento, CA, to perform a condition assessment of the Westside Sewer Interceptor. (Exhibit 1 to the Resolution).

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

Summary
The Municipal Utilities Department (MUD) is comprised of three enterprise funds including Water, Wastewater, and Stormwater Utilities. The Wastewater Utility includes a sanitary sewer collection system of approximately 900 miles of gravity sewer main, 554 miles of lower lateral pipe, 27 pump stations, and 30 miles of pressurized force main that route sewage to the Regional Wastewater Control Facility (RWCF) for treatment. The system collects sewage from properties within the City, special districts outside the City, and certain areas within San Joaquin County. The RWCF is an advanced tertiary treatment facility with a 55 million-gallon per day (MGD) capacity and is located adjacent to the San Joaquin River.

The 2022 Wastewater Master Plan Update recommended that all sanitary sewer force mains be assessed for deficiencies to improve reliability and reduce operating costs.

On December 6, 2024, the MUD advertised a Request for Proposals (RFP) for condition assessment services for the Westside Sewer Interceptor. Two firms submitted proposals for this project. A selection committee evaluated the proposals and found Carollo Engineers, Inc. to be the most qualified to provide the requested services.

If approved by the City Council, this action will award a Professional Engineering Services Contract in the amount of $183,124 to Carollo Engineers, Inc. for the Westside Sewer Interceptor Condition Assessment Project (UW20018).

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DISCUSSION
Background
The Westside Sewer Interceptor (WSI) transports wastewater from North Stockton to the Regional Wastewater Control Facility (RWCF) located at 2500 Navy Drive. The WSI is approximately 6½ miles long with steel pipe diameters of 30-inch, 33-inch, 36-inch, and 42-inch.

The WSI force main pipeline starts at the Fourteen Mile Slough Pump Station and continues south along the western edge of the City of Stockton Fourteen Mile Slough, toward the Brookside Estates Pump Station, where the wastewater flows are combined. The pipeline continues under the Stockton Deep Water Channel, crosses Rough & Ready Island, and the San Joaquin River to a junction box where the wastewater is conveyed to the RWCF by gravity sewer pipe. The City has no other conveyance system available to transport wastewater from north Stockton to the RWCF.

The approved 2022 Wastewater Master Plan Update recommends that the City complete an assessment of the condition of sanitary sewer force mains citywide to identify deficiencies, improve reliability, and reduce operating costs. It further recommends that the City construct a parallel WSI to address the lack of redundancy in Northwest Stockton, Collection System No. 10 Service Area.

Present Situation
On December 6, 2024, MUD staff advertised the project in the Stockton Record and published it on the Stockton Bid Flash webpage. In addition, email notifications were sent to subscribers of the Ask Stockton topic “Bids/Contracts/Proposals.”
On January 8, 2025, two prospective design teams attended a non-mandatory pre-proposal meeting, Carollo Engineers Inc. and GHD Inc.

On February 6, 2025, the City Clerk received and publicly opened two sealed proposals. A selection committee evaluated the proposals and selected Carollo Engineers Inc. of Sacramento, CA. Staff negotiated a fee of $183,124 with Carollo Engineers Inc. This fee is reasonable for a project of this size and complexity.

Staff recommend that the City Council approve a resolution to award a Professional Engineering Services Contract in the amount of $183,124 to Carollo Engineers, Inc. of Sacramento, CA, for the condition assessment of the Westside Sewer Interceptor.

It is anticipated that the condition assessment will be completed by spring 2026. Once the recommendation memo and preparation of plans and specifications are completed, staff will return to the Council to award a construction contract.

Findings
Pursuant to the Stockton Municipal Code (SMC) section 3.68.070, the City Council may approve findings which support and justify an exception to the competitive bidding process. The following findings support and justify an exception:

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

2. The scope of services requires an engineering firm experienced in performing condition assessments of closed sanitary sewer force mains.

3. The City does not have the technical expertise to perform a condition assessment of the Westside Sewer Interceptor in a timely and cost-effective manner.

4. It is in the public interest to assess the condition of the sanitary sewer force mains citywide to identify deficiencies, improve reliability, and reduce operating costs.

LOCAL BUSINESS PREFERENCE
This contract for professional engineering design services is not subject to Local Employment requirements or CEQA requirements. CEQA documentation will be completed prior to the award of a construction contract.

FINANCIAL SUMMARY
There are sufficient funds available in the Wastewater CIP Project UW20018, account 6518-000- 800007-610-612-00-65-000-000, to award the professional engineering services contract for $183,124 to Carollo Engineers, Inc. of Sacramento, CA, for the Westside Sewer Interceptor Condition Assessment.

This action has no impact on the General Fund or any other unrestricted funds.

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Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING FINDINGS AND AWARDING AN ENGINEERING SERVICES CONTRACT FOR $183,124.00 TO CAROLLO ENGINEERS, INC. FOR THE WESTSIDE SEWER INTERCEPTOR CONDITION ASSESSMENT (UW20018) The approved 2022 Wastewater Master Plan Update recommends that the City complete an assessment of the condition of sanitary sewer force mains citywide to identify deficiencies, improve reliability, and reduce operating costs; and On December 6, 2024, MUD staff advertised a Request for Proposals (RFP) for condition assessment services for the Westside Sewer Interceptor force main pipeline.

Two firms submitted proposals for this project. A selection committee evaluated the proposals and found Carollo Engineers, Inc. to be the most qualified to provide the requested services; and
City staff negotiated a fee of $183,124 for the Professional Engineering Services contract with Carollo Engineers, Inc. of Sacramento, CA for the condition assessment of the Westside Sewer Interceptor; now, therefore,

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

1. The City Council approved the following findings pursuant to Stockton Municipal Code section 3.68.070 to support and justify an exception to the competitive bidding process:
a. Use of the RFP process is appropriate for this Professional Services Contract because it relies on the evaluation of professional qualifications and performance as the basis for selection of a vendor. Use of the criteria helps ensure selection of a vendor that will provide the highest quality professional service, which is in the public interest.
b. The scope of services requires an engineering firm experienced in performing condition assessments of closed sanitary sewer force mains. c. The City does not have the technical expertise to perform a condition assessment of the Westside Sewer Interceptor in a timely and cost-effective manner.
d. It is in the public interest to assess the condition of the sanitary sewer force mains citywide to identify deficiencies, improve reliability and reduce operating costs.
555

2. A Professional Engineering Services Contract with Carollo Engineers, Inc. of Sacramento, CA, in the amount of $183,124 to perform a condition assessment of the Westside Sewer Interceptor is hereby approved, and the City Manager is authorized and directed to execute same, a copy of which is attached as Exhibit 1 and incorporated by the reference.

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

PASSED, APPROVED, and ADOPTED July 15, 2025 .

CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST

KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
556
1 (Rev. 02.13.25)

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.
(g) Exhibit G - Special Funding Terms & Conditions (If applicable check box)YES ____________________________________________________________________________ IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
______________________________________________________________________________________________ Contractor’s Name (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
___________________________________________________________________________ Steve Colangelo, Interim City Manager Date
ATTEST:
____________________________________________________________________________ Katherine Roland, CMC, CPMC, City Clerk
APPROVED AS TO FORM:

Lori M. Asuncion, City Attorney
BY:

Agreement Number:
(a) Exhibit A – Statement of Work
(b) Exhibit B – Insurance
(c) Exhibit C – General Terms & Conditions
(d) Exhibit D –
(e) Exhibit E – Compensation Schedule
(f) Exhibit F – Timeline
Carollo Engineers, Inc. Condition Assessment 04/21/2025 04/21/2030 183,124 Professional Services Special Terms & Conditions Carollo Engineers, Inc. 2880 Gateway Oaks Drive, Suite 300 Sacramento, CA 95833 Justin Peterson, Associate Vice President4/10/025 Anne Prudhel, Executive Vice President
EXHIBIT 1
557
1 (Rev. 10.30.18)

EXHIBIT A

STATEMENT OF WORK

1. Project Objectives
Determine the condition of the force main, the useful life, and the feasibility for the continued operation as well as the need to construct a redundant parallel force main

2. Project Scope
Task 1 – Project Management
Project management shall include coordinating all work and adhering to the project schedule, providing routine communications, updates, cost controls, invoices, progress reports, schedule updates, kickoff meeting, progress meetings, obtaining permits as necessary, and performing quality control including a QA/QC Plan.

Consultant shall prepare monthly project status reports which shall be submitted along with the monthly invoice. Status reports shall include a description of the work completed in the reporting period, percent completed to date by task, schedule and budget status, deliverable status, and key decisions and action items.

Task 2 – Failure Risk Model
Consultant shall assess available data including record drawings, hydraulic model results, break history, and other documentation of the Westside Sewer Interceptor to develop a Failure Risk Model. The Failure Risk Model shall identify the estimated remaining useful life of pipe segments. Additionally, consequences of failure shall also be identified to calculate the overall risk. The results of the model, including risk, shall be used to identify the appropriate level of inspection for pipe segments and their prioritization for inspection.

Assumptions:
 A single workshop is anticipated to review the Failure Risk Model results.  The City shall provide Consultant with the latest GIS data for the pipeline.  The City shall assist with setting up interviews with O&M staff.  The City shall provide information such as break/leak history, history of repairs, other issues, other institutional knowledge observed along the pipeline alignment.

Task 3 – Recommendation Memo
Consultant shall develop a recommendation memo to outline the type of assessment tools/ technologies, estimated costs, and implementation methodologies. Memo shall be developed utilizing the National Association of Sewer Service Companies’ (NASSCO) Pipeline Assessment and Certification EXHIBIT 1
558
2 (Rev. 10.30.18)
Program (PACP). The memo will consider access constraints, material, diameter, location, feasibility, and cost of assessment tools/technologies. The preferred inspection methods, combined with the risk results will be used to recommend pipe segments for field inspection.

Assumptions:
 A single workshop is anticipated to review the recommendations memo, to provide a brief summary of the findings of the risk analysis and available technologies in order to provide clear direction for the City to move forward with the condition assessment.

Task 4 – Bid Document
Consultant shall prepare plans, technical specifications and budgetary cost estimates for the recommended inspection tools/technologies and additional work necessary to physically perform the sewer interceptor inspection.

Consultant shall prepare a 60 percent document (plans, specifications, and estimate) for City review. A review workshop shall be held following City review to solicit feedback. City comments shall be incorporated into the final Bid Document.

Assumptions:
 This scope of work includes up to six (6) drawing sheets to provide direction on modifications to the pipeline to provide access, install fittings, and/or intermediate launch locations to support the condition assessment.  Technical specifications shall be provided in CSI format.  City shall prepare Division 0 and Division 1 specifications.

Task 5 – Engineering Services During Bidding and Condition Assessment Consultant shall provide engineering services during the bidding and field condition assessment phases including review of submittals, respond to request for information, attend meetings, prepare and submit record drawings at the completion of construction.

Assumptions:
 Attend pre-bid conference.
 Up to one (1) addenda.
 City shall receive questions from bidders and provide to Consultant for reference.
 City shall distribute addenda to prospective bidders.  Up to three (3) submittals will be completed in accordance with City standards.
 Up to three (3) requests for information.
 Up to three (3) construction meetings.
 Up to three (3) site visits
Task 6 – Condition Assessment Technical Memorandum
EXHIBIT 1
559
3 (Rev. 10.30.18)
Following completion of the condition assessment, Consultant shall coordinate with the condition assessment company performing the work. Upon completion of the condition assessment, Consultant shall prepare a technical memorandum summarizing the work completed and documenting the findings from the condition assessment. This technical memorandum will include an update to the risk model based on the findings from the condition assessment. Included in the summary will be potential rehabilitation recommendations based on available technologies suited for any repairs to the existing pipeline. This analysis shall include recommendations on the need for a redundant force main based on condition and risk.

Assumptions:
 City shall coordinate all work with condition assessment company.

Consultant’s coordination shall be to obtain the condition assessment findings to develop our recommendations memorandum.

3. Major Deliverables
Task 1 – Project Management
 QA/QC Plan.
 Monthly progress reports.
 Kickoff Meeting agenda and minutes.
 Email documenting any direction or decisions made from each meeting.

Task 2 – Failure Risk Model
 Failure Risk Model Results Workshop, agenda and minutes.

Task 3 – Recommendation Memo
 Recommendations Memo Draft and Final.
 Recommendations Workshop, agenda and minutes
Task 4 – Bid Document
 60% plans, specifications, and estimates for proposed condition assessment.
 60% Review Workshop, agenda, and minutes.
 Final plans, specifications, and estimates for proposed condition assessment.

Task 5 – Engineering Services During Bidding and Condition Assessment  Record drawings in PDF format.

Task 6 – Condition Assessment Technical Memorandum
 Condition assessment technical memorandum (draft and final).  Condition Assessment Workshop, agenda and minutes.

4. Tasks That Support the Deliverables
Task 1 – Project Management
Task 2 – Failure Risk Model
EXHIBIT 1
560
4 (Rev. 10.30.18)
Task 3 – Recommendation Memo
Task 4 – Bid Document
Task 5 – Engineering Services During Bidding and Condition Assessment Task 6 – Condition Assessment Technical Memorandum

5. Criteria of Acceptance for Deliverables
Acceptance of condition assessment will be based upon final submission of completed technical memorandum summarizing the work completed and documenting the findings from the condition assessment.

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

Contractor: Carollo Engineers, Inc. City: City of Stockton Reace Fisher, PE Attn: City Manager
2880 Gateway Oaks Drive, 425 N. El Dorado Street
Suite 300 Stockton, CA 95202
Sacramento, CA 95833

7. Key Personnel
Reace Fisher, PE
(559) 490-4370
[email protected]
Justin Peterson, PE
(916)565-4888
[email protected]
EXHIBIT 1
561
REV 2024-03-25
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.
(Not required if consultant provides written verification it has no employees)

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $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:

EXHIBIT 1
562
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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 EXHIBIT 1
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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 evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

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

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, 3rd 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 required for furnishing services pursuant to this Agreement. If applicable, City shall furnish to Contractor only the facilities and equipment listed in Exhibit A to the Agreement.

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

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

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

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

5. Ownership of Work. All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination EXHIBIT 1
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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 any rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessary, Contractor has the EXHIBIT 1
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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 Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.

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

10. Subcontractor.

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

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

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

11. Termination.

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

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

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

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

13. Indemnity and Hold Harmless. To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify City of Stockton and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) arising out of pertaining to or relating to the negligence, recklessness or willful misconduct of the Contractor in the performance of work hereunder or its failure to comply with any of its obligations contained in this agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this agreement. These obligations shall survive the completion or termination of this agreement. In no event shall the cost to defend charged to Contractor exceed Contractor’s proportionate percentage of fault.

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

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

16. Conformance to Applicable Laws. Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.

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

18. Records and Audits. Contractor shall maintain all records regarding this Agreement and the services performed for a period of three (3) years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a 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.

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

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

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

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

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

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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.

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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 extent that such conflict or variations in the Special Conditions of the Agreement are not possible of being reconciled with the provisions of the GTC.

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

3. Time for Performance.

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

3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other losses or expenses incurred by EXHIBIT 1
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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 shall perform all duties under the same standard of care applied to like contractors in the industry. Contractor shall assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.

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

5. Compensation

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

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may EXHIBIT 1
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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 covered by this Agreement shall be subcontracted without the prior written approval 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 Agreement.

Neither Contractor nor Contractor’s officers or employees are entitled to any salary 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 special 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 Personnel 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.

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 EXHIBIT 1
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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 reviews, 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 for 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 receipt 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 accepted for review only when required for a specific and well-defined purpose and when consented 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.

12. Use & Rely:

The City shall furnish the Contractor available studies, reports and other data pertinent to Contractor's services; authorize Contractor to obtain additional reports and data as required; furnish to Contractor services of others required for the performance of Contractor's services hereunder, and Contractor shall be entitled to use and reasonably rely upon all such information EXHIBIT 1
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and services provided by City or others in performing Contractor's services under this Agreement.

13. Third Parties:

The services to be performed by Contractor are intended solely for the benefit of the City.

No person or entity not a signatory to this Agreement shall be entitled to rely on the Contractor's performance of its services hereunder, and no right to assert a claim against the Contractor by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of the Contractor's services hereunder.

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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 $__183,124__ (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.

EXHIBIT 1
578
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 __N/A__%.

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 Project Management $21,322
2 Failure Risk Model $32,208
3 Recommendations Memo $16,884
4 Bid Document $44,314
5 Engineering Services During Bidding and
Condition Assessment
$38,158
6 Condition Assessment Technical Memo $30,238
TOTAL PRICE $183,124

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 Agreement.

Hourly Billable Rate Schedule
Title
Hourly
Billable
Rates
Principal $324
Technical Advisor $359
Project Manager $265
Project Engineer $233
GIS Professional $233
Senior CAD Tech. $210
CAD/GIS Tech $179
Doc. Process $141
EXHIBIT 1
579
3 (Rev. 10.30.18)

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
N/A $N/A

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 Municipal Utilities Department
Attention: Ana Chiono
[email protected]
2500 Navy Drive
Stockton, CA 95206
EXHIBIT 1
580

EXHIBIT F

TIMELINE

1. Contractor shall complete the requested services identified in Exhibit A as follows:

1.1 TIMELINE FOR COMPLETION OF WORK
EXHIBIT 1
581
City of Stockton
Legislation Text
File #: 25-0634, Version: 1

APPROVE MOTION TO EXECUTE A TWO-YEAR COOPERATIVE/PIGGYBACK PURCHASE AGREEMENT WITH UP TO TWO (2) ADDITIONAL YEARS OPTION TO EXTEND WITH REGION 4

EDUCATION SERVICE CENTER (ESC) FOR PEREGRINE IN AN AMOUNT NOT TO EXCEED $467,000

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

1. Authorize the City Manager to execute a two (2) year Cooperative/Piggyback Purchase Agreement with an option to extend for up to two (2) additional years between the City of Stockton and Peregrine for a real-time data visualization platform to integrate a broad range of current and evolving technologies, not to exceed $467,000.

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

3. It is further recommended that the City Manager is hereby authorized and directed to make any and all expenditures on behalf of the City as appropriate and necessary to carry out the purpose and intent of this motion.

Summary
Staff recommends City Council approve a two-year Cooperative/Piggyback Purchase Agreement with Peregrine, with a two (2) year option to extend, not to exceed $467,000, to continue usage of a comprehensive data platform for the Stockton Police Department (SPD). Peregrine provides a powerful solution to address the demand for increased transparency by enabling staff to more efficiently respond to Public Records Act requests, subpoenas, and the public demand for meaningful fact-based information related to policing (i.e., informal and formal public contacts, community engagement, deployment of resources, crime trends, policies and procedures, use of force, etc.).

Funding for the Agreement was included in the award for AB 109 Funding of the Community Corrections Partnership Task Force. SPD is seeking Council approval for a two-year cooperative/piggyback purchase agreement (Attachment A) with a two (2) year option to extend with the ESC for Peregrine in an amount not to exceed $467,000.

DISCUSSION
Background
Initially, Peregrine was approved through the purchase of SPD Partnership with San Joaquin County for AB 109 Funding of the Community Corrections Partnership Task Force by Council on May 21, City of Stockton Page 1 of 3 Printed on 7/10/2025
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File #: 25-0634, Version: 1
2024, by Resolution 2024-05-21-1208. SPD was awarded the amount of $3,537,691 in revenues and expenditures for the Police Grants and Special Programs CCP Task Force to allow SPD the ability to purchase critical software programs. Peregrine provides a platform that integrates all data, from incoming 911 calls to nearby community cameras, which will provide greater awareness and intelligence to responding officers, improving situational awareness and safety. Peregrine is an advanced analytic platform that provides a single point of access to view and analyze large-scale, real-time data from multiple sources. The software performs several critical functions, including data integration, search and information retrieval, advanced analytics, data management, collaboration, access control, and security.

On July 9, 2024, by Motion 2024-07-09-1211, Council approved a one (1) year cooperative/piggyback purchase agreement with the City of Fremont in an amount not to exceed $233,500, expiring August 1, 2025.

On May 13, 2025, by Resolution 2025-05-13-1216, Council approved $4,815,412 to include the cost of continuation of Peregrine software usage for SPD. To avoid a lapse of services, Staff recommends executing a two-year cooperative/piggyback purchase agreement, with an option to extend for up to two (2) additional years with ESC.

Present Situation
Currently, Peregrine Technologies provides a one-stop solution to data integration through its proprietary software, which allows all personnel to access multiple databases through one useful, actionable portal. Peregrine has integrated data from the Computer Aided Dispatch (CAD) data, Records Management Systems (RMS) data, body camera footage, automatic license plate reader information, and other evidence systems. This has created a comprehensive view to easily gain immediate, real-time access to virtually all of Stockton’s Public Safety information.

Peregrine provides a powerful, unique solution that allows for intelligent analysis and reporting capabilities across all platforms and applications currently utilized by the SPD. Peregrine provides a powerful solution to address the demand for increased transparency by enabling staff to respond more easily to Public Records Act requests and subpoenas and the public demand for meaningful fact-based information related to policing (i.e., informal and formal public contacts, community engagement, deployment of resources, crime trends, policies and procedures, use of force, etc.).

Peregrine was purchased through the master agreement of Carahsoft through the City of Fremont.

Carahsoft delivers a portfolio of secure IT solutions that enable the public sector to implement telework and online learning initiatives, support collaboration, ensure seamless operations. Staff is recommending to continue services with Carahsoft through a new piggyback agreement with ESC.

The cost for Peregrine’s hosted system with data integration services is $467,000 for a two-year contract.

Findings
Stockton Municipal Code section 3.68.070 provides for an exception to the competitive bidding requirements in cases wherein the City Council has made findings that support and justify the purchase via a sole source vendor.

City of Stockton Page 2 of 3 Printed on 7/10/2025
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File #: 25-0634, Version: 1
Findings to support the purchase are as follows:

1. Peregrine offers proven, pre-built connectors that allow for seamless integration with critical existing SPD systems such as Central Square CAD, Central Square RMS, Axon/evidence.com, Vigilant ALPR, and Flock ALPR. Eliminating the need to develop and maintain interfaces between Peregrine and SPD source systems.

2. Peregrine offers the only solution on the market that offers a fully integrated set of user-facing applications for search, map-based analysis, link analysis, reporting, and dashboarding that allow for seamless movement of data between those applications without the need to export and import data manually.

3. Peregrine meets and exceeds all standards and controls set forth in the most current Criminal Justice Information System security policies.

FINANCIAL SUMMARY
The total proposed cost not to exceed $467,000 is a two-year Cooperative/Piggyback Purchase Agreement with a two (2) year option to extend with Peregrine. Funding is included in the FY 2025-26 AB109 Community Corrections Partnership Task Force Grant.

Attachment A - Carahsoft Cooperative Agreement
City of Stockton Page 3 of 3 Printed on 7/10/2025
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1 (Rev. 1.17.2025)

COOPERATIVE/PIGGYBACK PURCHASE AGREEMENT
AGREEMENT SUMMARY:

1. Cooperative/Piggyback
Name:

2. Contractor:

3. Cooperative Agency
Agreement Name and
Agreement Number:

4. Cooperative Agency Initial
Agreement Term:

5. Cooperative Agency’s
Agreement-Options to
extend:

6. Cooperative Agency
Amended Term:

7. Cooperative Agency
Remaining Options to
Renew:

8. City of Stockton
Cooperative Purchase
Agreement Term:

9. City of Stockton
Cooperative/ Piggyback
Purchase Agreement
Amount:

ATTACHMENT A
Region 4 Education Service Center (ESC)
Carahsoft Technology Corp.

Peregrine Technologies, Inc.

Start Date: January 1, 2025
End Date: December 17, 2027
Up to two (2) years
N/A
Start Date: August 1, 2025
End Date: August 1, 2027
Not to Exceed $467,000 for the term of the
Agreement.

Carahsoft Technology Corp.

R240303
Up to two (2) years
585
2 (Rev. 1.17.2025)

AGREEMENT
The City of Stockton, a California municipal corporation on behalf of itself and its associated entities ("City"), and the above-named Contractor (“Contractor”), do hereby agree that City shall be granted the pricing, terms, and conditions under the above referenced
(“COOP”) as such may be amended from time to time. The COOP and associated documents referenced in the agreement are incorporated herein as Exhibit A to this City Cooperative/Piggyback Purchase Agreement (“Agreement”).

Contractor shall grant such pricing, terms, and conditions to City for all procurements of goods and services, whether taking place on a City purchase order, purchasing card (credit card), or other purchasing modality, whether via telephone, via the Contractor website, or via direct purchase at a Contractor retail location.  Agreement Term: The Term of this Agreement shall remain in effect from date of the signing of this Agreement through
unless terminated earlier by the City.
 Insurance and Hold Harmless: In addition to the pricing, terms and conditions stated in the COOP and the associated documents incorporated herein as Exhibit A, Contractor shall, at Contractor’s sole cost and expense and for the full term of the Agreement or any extension thereof, obtain and maintain at least all the insurance requirements listed in attached Exhibit B.

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

3. Compensation: City and Contractor do hereby enter into this Agreement for available in the above-named COOP and associated documents incorporated herein as Exhibit A and referenced in the attached quote Exhibit C. In no way, shall payment to the Contractor during the term of this Agreement exceed for the purchase of
Any person signing this Agreement on behalf of City or Contractor does warrants that he or she has full authority to do so.

ATTACHMENT A
Carahsoft Technology Corp.

August 1, 2027
real time crime monitors
$467,000
real time crime monitors
586
Contract #
for
with
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EXHIBIT A

&223(5$7,9($*5((0(17

ATTACHMENT A
Carahsoft Technology Corporation
Software Solutions and Services
R240303
January 1, 2025
Region 4 Education Service Center (ESC)
587
The following documents comprise the executed contract
effective:
, Vendor Contract and Signature Form
,, Supplier’s Response to the RFP
,,, >),//(57(;7@
,9 >),//(57(;7@
9 >),//(57(;7@

ATTACHMENT A
January 1, 2025
588

APPENDIX A
Contract
This Contract (“Contract”) is made as of December 17, 2024 by and between Carahsoft Technology Corporation Contractor”) and Region 4 Education Service Center (“Region 4 ESC”) for the purchase of Software Solutions and Services (“the products and services”).

RECITALS
WHEREAS, Region 4 ESC issued Request for Proposal Number 24-03 for (“RFP”), to which Contractor provided a response (“Proposal”); and
WHEREAS, Region 4 ESC selected Contractor’s Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal; WHEREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092.

WHEREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract.

WHEREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control.

WHEREAS, the Contract will provide that any state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”) may purchase products and services at prices indicated in the Contract upon the Public Agency’s registration with OMNIA Partners. 1) Term of agreement. Term of agreement. The initial term of the Contract is for a period of three (3) years unless terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the right in its sole discretion to renew the Contract for an additional term of up to two (2) years or for a lesser period of time as determined by Region 4 ESC by providing written notice to the Contractor of Region 4 ESC’s intent to renew thirty (30) days prior to the expiration of the original term. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Contract. Notwithstanding the forgoing paragraph, the term of the Contract, including any extension of the original term, shall be further extended until the expiration of any Purchase Order issued under the Contract for a period of up to one year beyond the Contract term.
2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein.

ATTACHMENT A
589
3) Form of Contract. The form of Contract shall be the RFP, the Offeror’s proposal and Best and Final Offer(s).
4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail:
i. This Contract
ii. Offeror’s Best and Final Offer
iii. Offeror’s proposal
iv. RFP and any addenda
5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Agreement (Parol evidence). The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract. No assignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e., bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change of name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC.
10) Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC.

Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor’s pricing. 11) TERMINATION OF CONTRACT
a) Cancellation for Non-Performance or Contractor Deficiency. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12-month period.

Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to failure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following:
i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications;

ATTACHMENT A
590
iv. Failing to complete required work or furnish required materials within a reasonable amount of time;
v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or
vi. Performing work or providing services under the Contract prior to receiving an authorized purchase order.

Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and pursue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation for the satisfactory work completed on such documents.
c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred.
d) Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order.

ATTACHMENT A
591
12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor’s license(s) expire, lapse, are suspended or terminated.
13) Survival Clause. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract for a period of up to one year beyond the term of the Contract. 14) Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shipping time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC.

The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. 17) Price Adjustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor’s responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor’s proposal.

Price reductions may be offered at any time during Contract. Special, time-limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time-limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term.
18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC reserves the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 4 ESC shall have the authority to conduct random audits of Contractor’s pricing at Region 4 ESC's sole cost and expense.

Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Region 4

ATTACHMENT A
592
ESC shall have the ability to conduct an extensive audit of Contractor’s pricing at Contractor’s sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a thirdparty auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC.
19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model.
20) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause.
21) Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability.
22) Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing.
23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. 24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to moving furniture, installing wiring for networks or power, and similar pre-installation requirements.
25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC’s discretion. Contractor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge.
26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law

ATTACHMENT A
593
and standard practices to protect workers, general public and existing structures from injury or damage.
27) Smoking. Persons working under the Contract shall adhere to local smoking policies.

Smoking will only be permitted in posted areas or off premises. 28) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance. 29) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC’s current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract.
30) Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract.

Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas.
31) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC.
32) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified. 33) Legal Obligations. It is Contractor’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws while fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein.

ATTACHMENT A
594

ATTACHMENT A
595
24-03 Addendum 4
Carahsoft Technology Corporation
Supplier Response
Event Information
Number: 24-03 Addendum 4
Title: Software Solutions and Services
Type: Request for Proposal
Issue Date: 4/24/2024
Deadline: 6/13/2024 02:00 PM (CT)
Notes: Oral communications concerning this RFP shall not be binding and shall in no way excuse an Offeror of the obligations set forth in this proposal.

Only online proposals will be accepted. Proposals must be submitted via Region 4 ESC's online procurement system:
region4esc.ionwave.net.

No manual, emailed, or faxed proposals will be accepted.

NON-MANDATORY PRE-PROPOSAL CONFERENCE
Meeting to be held on
Thursday, May 9, 2024 at 11:00 am
via ZOOM. Click here to join.

Offerors are strongly encouraged, but not required to participate in a pre-proposal conference with the Procurement and Operations Specialist.

ATTACHMENT A
596
Contact Information
Address: Finance and Operations
7145 West Tidwell Road
TX 77092
Email: [email protected]

ATTACHMENT A
597
Carahsoft Technology Corporation Information
Address: 11493 Sunset Hills Road, Suite 100,
Reston, VA 20190
Phone: (703) 871-8500
By submitting your response, you certify that you are authorized to represent and bind your company.

Jennifer Kanach [email protected]
Signature Email
Submitted at 6/13/2024 11:43:01 AM (CT)
Requested Attachments
OFFER AND CONTRACT SIGNATURE FORM Carahsofts Offer and Contract Signature Form.pdf
Please complete the Offer and Contract Signature Form, located on the Attachments tab, and upload the completed document here.

Appendix B - Terms & Conditions Acceptance Form Carahsofts Appendix B Terms & Conditions Acceptance Form.pdf
Please complete the Terms & Conditions Acceptance Form, located on the Attachments tab, and upload the completed document here.

Acknowledgment and Acceptance of Region 4 ESC's Open Records Policy
Carahsofts Acknowledgment and
Acceptance of Region 4 ESCs
Open Records Policy.pdf
Please complete the Acknowledgment and Acceptance of Region 4 ESC's Open Records Policy, located on the Attachments tab, and upload the completed document here.

Products and Pricing Carahsofts Response to Region 4
ESCs RFP #24-03.pdf
Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier.

Value Add No response
Provide any additional information related to products and services Offeror proposes to enhance and add value to the CRQWUDFW )XUQLWXUH FDQ EH LQFOXGHG DV D 9DOXHAGG LQFOXGH DQ\ IHHV VXFK DV LQVWDOODWLRQ GHOLYHU\ RSWLRQV setup/cleaning, classroom design/layout, special orders, etc.

Additional Agreements Offeror will require Participating Agencies to sign.

No response
Upload any additional agreements offeror will require Participating Agencies here.

Antitrust Certification Statements Carahsofts Antitrust Certification Statements.pdf
Please complete the Antitrust Certification Statements, located on the Attachments tab, and upload the completed document here.

Certificate of Interested Parties (Form 1295) Carahsofts 1295 Form.pdf

MXVW FRPSOHWH WKH IRUP RQOLQH DW
KWWSV
ZZZHWKLFVVWDWHW[XVZKDWVQHZHOIBLQIRBIRUP
KWP
Texas Government Code 2270 Verification Form Carahsofts Texas Government Code 2270 Verification Form.pdf
Please complete the Texas Government Code 2270 Verification Form, located on the Attachments tab, and upload the completed document here.

Diversity Program Certifications No response
If there are any diversity programs, provide a copy of their certification.

ATTACHMENT A
598
Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) Certification
No response
Please upload Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) Certification if applicable.

Minority Women Business Enterprise Certification No response Please upload Minority Women Business Enterprise Certification if applicable.

Historically Underutilized Business (HUB) Certification No response Please upload Historically Underutilized Business (HUB) Certification if applicable.

Historically Underutilized Business Zone Enterprise (HUBZone) No response Please upload Historically Underutilized Business Zone Enterprise (HUBZone) if applicable.

Other recognized diversity certificate holder No response Please upload other recognized diversity certificate holder if applicable.

Submit FEIN and Dunn & Bradstreet report.

Carahsofts 2022 Financial
Statement Paragraph - D&B
Writeup.pdf
Upload FEIN and Dunn & Brandstreet report here.

OMNIA Partners - Exhibit F Federal Funds Certifications Carahsofts Exhibit F Federal Funds Certifications.pdf
Please complete the OMNIA Partners - Exhibit F Federal Funds Certifications located on the Attachments tab and upload the completed documents here.

OMNIA Partners - Exhibit G New Jersey Business Compliance Carahsofts Exhibit G New Jersey Business Compliance Forms.pdf
Please complete the OMNIA Partners - Exhibit G New Jersey Business Compliance forms, located on the Attachments tab, and upload the completed documents here.

Bid Attributes
1 Oral Communication
Oral communications concerning this RFP shall not be binding and shall in no way excuse an Offeror of the obligations set forth in this proposal.

I have read and agree.
2 Scope of Work
Please download and thoroughly review the Scope of Work, located on the Attachments Tab. Indicate your review and acceptance below.

I have read and agree.
3 Terms and Conditions
Please download and thoroughly review the Terms and Conditions, located on the Attachments Tab. Indicate your review and acceptance below.

I have read and agree.

ATTACHMENT A
599
4 Products/Pricing - Upload on Response Attachments Tab Offerors shall provide pricing based on a discount from a manufacturer's price list, or fixed price, or a combination of both with indefinite quantities. Offeror may offer their complete product, and service offering as a balance of line.

Prices listed will be used to establish the extent of a manufacturer's product lines, services, warranties, etc. that are available from Offeror and the pricing per item. Multiple percentage discounts are acceptable if, where different percentage discounts apple, the different percentages are specified. Additional pricing and/or discounts may be included. Products and services proposed are to be priced separately with all ineligible items identified. Offerors may elect to limit their proposals to any category or categories. The discount proposed shall remain the same throughout the term of the contract and at all renewal options. Price lists must contain the following: (if applicable) Manufacturer Part #
Offeror's Part # (if different from manufacturer part #) Description
Manufacturers Suggested List Price and Net Price
Net price to Region 4 ESC (including freight)
List all categories that you are offering
5 Is pricing available for all products and services?
Yes
No
6 Describe any shipping charges (where applicable).

All deliveries shall be freight prepaid F.O.B. destination and shall be included in all pricing unless otherwise clearly stated in writing.

Carahsoft understands this requirement and can confirm all pricing provided is comprehensive. 7 Provide pricing for warranties on all products and services.

All products and services come with an initial warranty included in the price. Additional warranties are available upon request.
8 Describe any return or restocking fees.

We do not offer a return policy on software and services, and by the nature of software licenses and services there are no restocking concerns.
9 Describe customer fulfillment process.

CDUDKVRIW¶V QXPEHU RQH FRQFHUQ LV SURYLGLQJ DOO RUGHUV VZLIWO\ DQG DFFXUDWHO\ 2XU FXVWRPHU IXOILOOPHQW SURFHVV includes a number of safeguards to ensure that each order is handled efficiently, and each customer is satisfied with their procurement. When a purchase order is received from the customer, a unique Carahsoft sales order number is generated. The purchase order is then entered in the accounting system where a Carahsoft purchase order is generated to submit to the vendor. After the PO is submitted and the order has been shipped, the vendor issues an invoice to Carahsoft. Once the vendor invoice is received, it generates the corresponding customer LQYRLFH TKH FXVWRPHU¶V SD\PHQW LV GXH ZLWKLQ  GD\V DQG SD\PHQW FORVHV RXW RQFH SD\PHQW RI WKHLU LQYRLFH LV received. Customers may place orders with Carahsoft in a variety of methods. Acceptances of physical PO, contracts, electronic orders, fax are all acceptable order methods. Please see Products and Pricing Response. 1 0
Discounts or Rebates
Describe any additional discounts or rebates available. Additional discounts or rebates may be offered for large quantity orders, single ship to location, growth, annual spend, guaranteed quantity, etc.

Additional discounts can be provided on a deal-by-deal basis.

ATTACHMENT A
600
1 1 Verification of Contract Pricing
Describe how customers verify they are receiving Contract pricing.

Carahsoft has a representative that manages our current Omnia contract. This same representative will help manage this contract, and will help ensure that all Participating Agencies will receive the Master Agreement pricing through any distributors or reseller partners. In addition, the contract pricing will be listed for all our inhouse sales representatives to chose in our internal, custom built Customer Relationship Management Platform to ensure direct deals are properly priced according to the Master Agreement. 1 2 Describe invoicing process. Include payment terms and acceptable methods of payment outlining any associated fees pertaining to credit card/p-cards.

CDUDKVRIW¶V SUHIHUUHG SD\PHQW WHUPV DUH NHW CDUDKVRIW DFFHSWV RUGHUV YLD SXUFKDVH RUGHU FUHGLW FDUG SKRQH
or web), direct invoices, customer contracts and similar, and will work with Region 4 ESC to reach an agreement on preferred forms of payment.
1 3 Frequency of Pricing Updates
3URSRVH WKH IUHTXHQF\ RI XSGDWHV WR WKH 2IIHURU¶V SULFLQJ VWUXFWXUH 'HVFULEH DQ\ SURSRVHG LQGLFHV WR JXLGH SULFH adjustments. If offering a catalog contract with discounts by category, while changes in individual pricing may change, the category discounts should not change over the term of the Contract.

This information varies by manufacturer.
1 4
Future Product Introductions
Describe how future product introductions will be priced and align with Contract pricing proposed.

Carahsoft will add products and services that are in scope of the contract per the terms and conditions and discounts proposed.
1 5 Not to Exceed Pricing
Region 4 ESC requests pricing be submitted as not to exceed pricing. Unlike fixed pricing, the Contractor can adjust submitted pricing lower if needed but, cannot exceed original pricing submitted. Contractor must allow for lower pricing to be available for similar product and service purchases. Cost plus pricing as a primary structure is not acceptable.
1 6 Appendix D, Exhibit A, OMNIA Partners Response for National Contract Include a detailed response to Appendix D, Exhibit A, OMNIA Partners Response for National Cooperative Contract.

Responses should highlight experience, demonstrate a strong national presence, describe how Offeror will educate its national sales force about the Contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to OMNIA Partners.
1 7 Appendix D, Exhibit B, OMNIA Partners Administration Agreement The successful Offeror will be required to sign Appendix D, Exhibit B, OMNIA Partners Administration Agreement prior to Contract award. Offerors should have any reviews required to sign the document prior to submitting a UHVSRQVH 2IIHURU¶V UHVSRQVH VKRXOG LQFOXGH DQ\ SURSRVHG UHGOLQHG H[FHSWLRQV WR 2MN,A 3DUWQHUV AGPLQLVWUDWLRQ Agreement.
1 8 Appendix D, Exhibits F and G
Include completed Appendix D, Exhibits F. Federal Funds Certifications and G. New Jersey Business Compliance. 1 9 Emergency Orders
Describe how Offeror responds to emergency orders.

Once Carahsoft has received an order it places the order with the manufacturer to send to the customer directly.

MDQ\ RI CDUDKVRIW¶V RUGHUV DUH VRIWZDUH VR WKHUH LV DQ LQVWDQW GHOLYHU\ SHU WKH DJUHHG XSRQ VFKHGXOH ZKLFK FDQ be escalated in the case of an emergency.

ATTACHMENT A
601
2 0 What is Offeror's average Fill Rate?
We are able to fill all orders for the solutions provided in this proposal 100% of the time, due to inventory and restocking not being a concern for software and services. 2 1 :KDWLV2IIHURU¶VDYHUDJHRQWLPHGHOLYHU\UDWH"
Describe Offeror's history of meeting the shipping and delivery timelines.

Carahsoft delivers all of its orders on time. Once Carahsoft has received an order it places the order with the PDQXIDFWXUHU WR VHQG WR WKH FXVWRPHU GLUHFWO\ MDQ\ RI CDUDKVRIW¶V RUGHUV DUH VRIWZDUH VR WKHUH LV DQ LQVWDQW delivery per the agreed upon schedule.
2 2 'HVFULEH2IIHURU¶VUHWXUQDQGUHVWRFNLQJSROLF\
We do not offer a return policy on software and services, and due to the nature of software licenses and services there are no restocking concerns.
2 3 'HVFULEH2IIHURU¶VDELOLW\WRPHHWVHUYLFHDQGZDUUDQW\QHHGV All products and services come with an initial warranty included in the price. Additional warranties are available upon request.
2 4 'HVFULEH2IIHURU¶VFXVWRPHUVHUYLFHSUREOHPUHVROXWLRQSURFHVV,QFOXGHKRXUVRIRSHUDWLRQQXPEHU of services, etc.

CDUDKVRIW¶V KRXUV DUH IURP 
DP  
SP E6T EXW RXU YHQGRUV RIIHU D YDULHW\ RI FXVWRPHU VHUYLFH KRXUV RIWHQ providing avenues for 24/7 care
2 5 'HVFULEH2IIHURU¶VLQYRLFLQJSURFHVV,QFOXGHSD\PHQWWHUPVDQGDFFHSWDEOHPHWKRGVRISD\PHQWV Offerors shall describe any associated fees pertaining to credit cards/p-cards.

CDUDKVRIW¶V SUHIHUUHG SD\PHQW WHUPV DUH NHW CDUDKVRIW DFFHSWV RUGHUV YLD SXUFKDVH RUGHU FUHGLW FDUG SKRQH
or web), direct invoices, customer contracts and similar, and will work with Region 4 ESC to reach an agreement on preferred forms of payment.
2 6 'HVFULEH2IIHURU¶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¶V VXFFHVVIXO FRQWUDFW SHUIRUPDQFH 2Q 'D\ 2QH RI FRQWUDFW DZDUG CDUDKVRIW ZLOO ODXQFK RXU 5HJLRQ  E6C WHQ GD\ PDUNHWLQJ EOLW] :H ZLOO DOVR EHJLQ WR FRQYHUW TXRWHV LQ RXU C5M V\VWHP WR 5HJLRQ  E6C TXRWHV TKLV WUDQVLWLRQ ZLOO KHOS SURYLGH CDUDKVRIW ZLWK DGGLWLRQDO RSSRUWXQLWLHV WKURXJKRXW WKH 8QLWHG 6WDWHV DQG ZLOO PRWLYDWH FXVWRPHUV WR XWLOL]H GLIIHUHQW 5HJLRQ  E6C FRQWUDFWV LQ WKH SURFHVV 2 7
Describe the financial condition of Offeror.

As a privately owned company, Carahsoft does not publicly release financial information. We are a stable, conservative, and profitable company which has grown, since founding in 2004, from $4M in bookings to more than $16.4B in 2023. The company has received numerous accolades for our business performance from our manufacturing partners and the industry, including annual recognition (detailed further on our website) in the CRN 6ROXWLRQ 3URYLGHU 
3UHVHQW
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maintain a $25M line of credit available (currently 100% available) with Xenith Bank. Should you require our audited financial statements or have further financial inquiries, we would be happy to provide additional information under separate cover to the specific individual that would be reviewing them. Specific questions may be referred to Craig P. Abod, Pres

ATTACHMENT A
602
2 8 Provide a website link in order to review website ease of use, availability, and capabilities related to RUGHULQJUHWXUQVDQGUHSRUWLQJ'HVFULEHWKHZHEVLWH¶VFDSDELOLWLHVDQGIXQFWLRQDOLW\ Carahsoft will develop and maintain a microsite that will be dedicated to this Contract. This will be a supplement to the Vendor support site and will include materials such as: - Contract Information - Contract FAQ Document - Product Information - Catalog/ Pricelist Information - Additional Contractual Information. The following are examples of Dedicated Websites for current Carahsoft contracts: - Department of Defense ESI BPA Contract # N00104-12-A-ZF31 (http://www.carahsoft.com/buy/esi-bpa-contracts/department-defense-esi-desktop-bpacontract-n00104-12-zf31) - Department of Navy ESI BPA Contract (https://www.carahsoft.com/buy/esi-bpacontracts/department-defense-esi-bpa-contract-n00104-12-zf31) - NASA SEWP V Contract # NNG15SC03B/NNG15SC27B (http://www.carahsoft.com/buy/sewp) 2 9 'HVFULEHWKH2IIHURU¶VVDIHW\UHFRUG
'XH WR WKHUH EHLQJ QR LQYHQWRU\ WR ULVN HPSOR\HH¶V VDIHW\ CDUDKVRIW KDV D FOHDQ VDIHW\ UHFRUG 3 0 Provide a brief history of the Offeror, including year it was established and corporate office location.

Carahsoft Technology Corp. is an IT solutions provider delivering best-of-breed hardware, software, and support solutions to federal, state and local government agencies. Formed by a group of seasoned professionals with decades of experience in sales, marketing and contract program management, Carahsoft has built our reputation as a customer-centric organization. The Carahsoft team has a proven history of helping agencies find the best possible technology solution at the best possible value. Each customer works directly with a dedicated account representative to determine a solution tailored specifically to meet his or her needs. We combine our extensive knowledge of the technologies we provide, with a thorough understanding of the government procurement process, to analyze needs, provide configuration support, simplify the ordering process, and offer special government pricing. More information in our Products and Pricing response. 3 1 'HVFULEH2IIHURU¶VUHSXWDWLRQLQWKHPDUNHWSODFH
Carahsoft has a unique business model focusing on providing superior sales and marketing execution, a track record of success, high integrity, and a focus on strategic vendor relationships. Carahsoft offers a vast portfolio and provides many value adds that other large reseller companies cannot attain. However, As an IT reseller and distributor, Carahsoft works together with a number of other companies and strives to maintain positive relationships in the IT industry because the IT business requires cooperation on all levels. We are a stable, conservative, and profitable company and have received numerous accolades, as detailed below and further on our awards page: http://www.carahsoft.com/awards ? Top Ranked GSA Schedule 70 Contract holder for software ?  RQ :DVKLQJWRQ %XVLQHVV -RXUQDO¶V /DUJHVW *RYHUQPHQW CRQWUDFWRUV /LVW IRU  "  RQ :DVKLQJWRQ THFKQRORJ\¶V TRS  *RYHUQPHQW CRQWUDFWRUV /LVW IRU  " )HG  :LQQHU DQG EUQVW <RXQJ EQWUHSUHQHXU of the Year, Craig P. Abo
3 2 'HVFULEH2IIHURU¶VUHSXWDWLRQRISURGXFWVDQGVHUYLFHVLQWKHPDUNHWSODFH In addition to our awards above, Carahsoft maintains one of the largest partner networks in the industry and can provide a quote for any vendor in 30 minutes.
3 3 Provide a current list of Authorized Distributors/Resellers including contact information and geographical area.

Carahsoft would like to leverage our entire partner network, to ensure that all OMNIA Partners have the best coverage and options available on the market, no matter their need or location. Considering the constantly expanding nature of our current partner network of over 4,000 partners, Carahsoft is unable to list all potential partners at this time. Carahsoft will act as the main point of contact for any processing, handling or shipping of any products or services to the end user and can even provide direct contact information for our manufacturer or reseller partners to facilitate communication if needed. 3 4 Describe the experience and qualifications of key employees.

Craig Abod - Top corporate executive with more than 25 years of experience in government sales, government PDUNHWLQJ DQG )HGHUDO CRQWUDFW SURJUDP PDQDJHPHQW  5REHUW MRRUH  ‡ 6HQLRU 6DOHV E[HFXWLYH ZLWK D  \HDU accomplished career track. More information can be found in our Product and Pricing response.

ATTACHMENT A
603
3 5 'HVFULEH2IIHURU¶VH[SHULHQFHZRUNLQJZLWKWKHJRYHUQPHQWVHFWRU Carahsoft has been providing best of breed hardware, software, and support solutions to federal, state, and local government agencies since 2004, processing over 388,969 orders. Additionally, over the past 20 years Carahsoft has acquired and maintained a wide variety of purchasing contract vehicles for agencies at the state, local, and federal levels. Associated with all contracts are dedicated and experienced contract management resources. A list of available contracts can be found at www.carahsoft.com/contracts/index.php. 3 6 Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers and directors.

Carahsoft does not have any such actions.
3 7
Indicate if Offeror is licensed to do business in all 50 states.

Yes
No
3 8 Provide Offeror's expertise in working with public sector and understanding of the unique technical regulatory requirements.

Carahsoft has secured numerous contracts that enable Carahsoft and our partners to serve public sector customers throughout the United States and Canada. We are a topperforming contractor for the GSA Schedule, SEWP V and ITES-SW2 contracts. We hold several agency-specific contracts and Department of Defense Enterprise Software Initiative agreements and provide our EDU and SLG customers with access to technology via The Quilt contract, the NASPO Value Point and OMNIA Partners cooperating purchasing agreements, and QXPHURXV VWDWH DQG UHVHOOHU FRQWUDFWV :H KDYH HVWDEOLVKHG VWUDWHJLF ORQJWHUP UHODWLRQVKLSV ZLWK WKH LQGXVWU\¶V leading manufacturers including Adobe, Splunk, Google Cloud, Amazon Web Services, Microsoft, VMware, Salesforce, Zoom, DocuSign, Micro Focus Government Solutions, Dell Technologies, Snowflake, Palo Alto Networks, ServiceNow, Veritas, Broadcom, and SAP, among hundreds of other established and emerging technology providers. Please see Products and Pricing Response. 3 9
References
Provide a minimum of 10 customer references relating to the products and services within this RFP. Include entity name, contact name and title, contact phone and email, city, state, years serviced, description of services and annual volume.

Please find 3 references and Carahsoft's request to provide further information upon award in our Product and Pricing response. **Carahsoft actively administers and maintains several cooperative purchasing contracts for the General Services Administration (GSA), National Aeronautics and Space Administration (NASA), National Association of State Procurement Officials (NASPO), OMNIA Partners, Texas Department of Information Resources (among many others), and Public Services and Procurement Canada (PSPC).** 4 0
Value Add
Provide any additional information related to products and services Offeror proposes to enhance and add value to the Contract.

Carahsoft will provide the following additional value-added services at no additional cost to Region 4 ESC: 1.

Dedicated Account Manager 2. Program Management 3. Training Webcasts & Access to Carahsoft Facilities 4.

Proactive Marketing of the Contract 5. Monthly/Quarterly Reports 6. Dedicated Phone Lines & Live Chat 7.

Dedicated Contract Microsite 8. Dedicated Email Address Please find an in-depth description of these bullets in our Products and Pricing response.
4 1 Competitive Range
It may be necessary to establish a competitive range. Factors from the predetermined criteria will be used to make this determination. Responses not in the competitive range will not receive further award consideration. Region 4 ESC may determine establishing a competitive range is not necessary.

ATTACHMENT A
604
4 2
Past Performance
An Offeror's past performance and actions are relevant in determining whether or not the Offeror is likely to provide quality goods and services; the administrative aspects of performance; the Offeror's history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the Offeror's businesslike concern for the interests of the customer may be taken into consideration when evaluating proposals, although not specifically mentioned in the RFP.
4 3 Additional Investigations
Region 4 ESC reserves the right to make such additional investigations as it deems necessary to establish the capability of any Offeror.
4 4 Pricing Commitment
Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement.

Yes
No
4 5 Supplier Response
Supplier must supply the following information for the Principal Procurement Agency to determine Supplier's qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners. 4 6 Brief history and description of Supplier to include experience providing similar products and services.

CDUDKVRIW THFKQRORJ\ CRUS LV TKH TUXVWHG *RYHUQPHQW ,T 6ROXWLRQV 3URYLGHUŠ VXSSRUWLQJ 3XEOLF 6HFWRU organizations across Federal, State and Local Government agencies and Education and Healthcare markets. As WKH MDVWHU *RYHUQPHQW AJJUHJDWRUŠ IRU RXU YHQGRU SDUWQHUV ZH GHOLYHU VROXWLRQV IRU C\EHUVHFXULW\ MXOWLCORXG DevSecOps, Big Data, Artificial Intelligence, Open Source, Customer Experience and more. Working with resellers, systems integrators and consultants, our sales and marketing teams provide industry leading IT products, services, and training through hundreds of contracts. Founded in 2004, Carahsoft is headquartered in Reston, Virginia.
4 7 Total number and location of salespersons employed by Supplier.

Carahsoft employees about 3,500 persons.
4 8 Number and location of support centers (if applicable) and location of corporate office.

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4 9 Annual sales for the three previous fiscal years.
$16400000000
5 0 Annual sales for the three previous fiscal years.
$12500000000
5 1 Annual sales for the three previous fiscal years.
$10600000000

ATTACHMENT A
605
5 2 Describe any green or environmental initiatives or policies.

Reducing our carbon footprint is extremely important to Carahsoft. As a result, we strive to ensure that our recycling program is comprehensive and robust. Carahsoft uses single-stream recycling to make it as easy as possible for our employees to recycle as much as they can. Carahsoft uses recycled materials whenever possible.

For example, hard copy bid submissions are printed on recycled paper and shipped using recycled packing PDWHULDOV CDUDKVRIW XVHV RQO\ EQHUJ\ 6WDU FRPSOLDQW KDUGZDUH ZKLFK XVHV VXEVWDQWLDOO\ OHVV HOHFWULFLW\ ZKHQ items are not in use. Additionally, thelights in our office are on a timer to ensure that lights are turned off when the HPSOR\HHV DUH QRW ZRUNLQJ /LNHZLVH PRWLRQ GHWHFWRUV HQVXUH WKDW OLJKWV DUH QRW OHIW RQ ZKHQ URRPV DUH HPSW\ Carahsoft has implemented VMware internally, which moves our servers to a virtualized cloud environment, eliminating the need for physical servers in our office. This has drastically reduced our server footprint, allowing us to save thousands of dollars each year on heating and cooling our data center.Carahsoft also seeks to reduce our carbon footprint by providing transit benefits for employees who use public transportation to commute to and from work. In fact, we recently relocated our offices to within less than half of a mile of the Washington Metrorail System, PDNLQJ LW HDV\ IRU HPSOR\HHV WR WDNH DGYDQWDJH RI VXVWDLQDEOH SXEOLF WUDQVSRUWDWLRQ CDUDKVRIW LV DOZD\V RSHQ WR suggestions on how we can encourage more sustainable practices and how we can implement further policies to UHGXFH RXU FRPSDQ\¶V IRRWSULQW
5 3 Diversity Programs
Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications.

Carahsoft maintains a vast ecosystem of partners of various socioeconomic classifications, including resellers, systems integrators, and service providers. The Carahsoft partner network includes a very diverse group with varying specializations, credentials, product lines, and business types, including over 700 Small Businesses. If awarded, Carahsoft will leverage our experience managing this vast partner ecosystem to support the participation of MWBEor SDVOB certified businesses.
5 4 Minority Women Business Enterprise
Yes
No
5 5 If yes, list certifying agency:

No response
5 6 Small Business Enterprise (SBE) or Disadvantaged Business Enterprise Yes
No
5 7 If yes, list certifying agency:

No response
5 8 Historically Underutilized Business (HUB)
Yes
No
5 9 If yes, list certifying agency:

No response
6 0 Historically Underutilized Business Zone Enterprise (HUBZone) Yes
No

ATTACHMENT A
606
6 1 If yes, list certifying agency:

No response
6 2 Other recognized diversity certificate holder
Yes
No
6 3 If yes, list certifying agency:

No response
6 4 Contractor Relationships
List any relationships with subcontractors or affiliates intended to be used when providing services and identify if subcontractors meet minority-owned standards. If any, list which certifications subcontractors hold and certifying agency.

As described above, Carahsoft has a robust partner network, many of which do meet minority owned standards. 6 5 Describe how supplier differentiates itself from its competitors.

CDUDKVRIW¶V WRS WKUHH GLIIHUHQWLDWLQJ VWUHQJWKV LQFOXGH  6DOHV MDUNHWLQJ ± CDUDKVRIW SURYLGHV LQQRYDWLYH
VDOHV DQG PDUNHWLQJ SURJUDPV WR HDFK YHQGRU ZH VXSSRUW CDUDKVRIW¶V GHGLFDWHG SURDFWLYH VDOHV WHDP IRFXVHV RQ lead generation, proactive inside sales, and provides responsive sales support. We work with vendors to develop a joint sales process based on the vendor go-to-market strategy and work to align the Carahsoft sales team with YHQGRU DQG UHVHOOHU WHDPV CDUDKVRIW¶V FRPSUHKHQVLYH PDUNHWLQJ SURJUDP LV VXSSRUWHG E\ D GHGLFDWHG PDUNHWLQJ team of 220+ reps. The marketing team plans and executes many informative events throughout the year to drive demandincluding but not limited to: webcasts, on-site events (Carahsoft hosted and third-party hosted), conferences and trade shows, email campaigns, social media campaigns, advertising and thought-leadership.

Carahsoft invests in many marketing resources that we extend to our vendor teams to maximize marketing HIIHFWLYHQHVV DQG DPSOLI\ WKH YHQGRU¶V PHVVDJLQJ  3URYHQ E[HFXWLRQ ± CDUDKVRIW KDV OHYHUDJHG LWV YDVW contracting experience and extended it to quoting and order management. In our experience managing public sector aggregation programs on behalf of other industry leading vendors, Carahsoft has the operation excellence in place to free up vendor resources previously committed these tasks. We feel our model will allow Autodesk to ³RIIORDG´ VRPH RI WKHVH WDVNV RQ CDUDKVRIW NQRZLQJ WKDW ZH DUH IXOO\ FRPPLWWHG DQG FDSDEOH RI VHUYLFLQJ WKH SDUWQHU HFRV\VWHP  CDUDKVRIW VHDPOHVVO\ JHQHUDWHV TXRWHV ZLWKLQ  PLQXWHV RU OHVV  CDUDKVRIW KDV D WHDP GHGLFDWHG WR UHQHZDOV VDOHV DQG D OHDGHUVKLSJURXS WR HQVXUH WKDW HDFK WHDP LV ZRUNLQJ DW DQ RSWLPDO OHYHO  .QRZOHGJH RI *RYHUQPHQW ± TKH JRYHUQPHQW PDUNHW LV FRPSOH[ DQG WKH LQWULFDFLHV RIIHU WKH RSSRUWXQLW\ IRU DQ innovative model driven to best serve government customers and add value to the channel. Carahsoft has H[WHQVLYH NQRZOHGJH DQG GHFDGHV RI H[SHUWLVH LQ XQGHUVWDQGLQJ WKH SXEOLF VHFWRU PDUNHW LQFOXGLQJ ""8QLTXH
EXGJHW DQG SURFXUHPHQW F\FOHV  6SHFLILF FRQWUDFW UHTXLUHPHQWV DQG VHWDVLGHV  AXGLWV UHJXODWLRQV DQG FRPSOLDQFH  TKH YDOXH RI 3ULPH CRQWUDFWRUV DQG 6\VWHPV ,QWHJUDWRUV DQG KRZ WR ZRUN ZLWK WKHP  CRPSHWLWLYH PDUNHWSODFH  6HFXULW\ COHDUDQFHV  CROOHFWLRQ RI A5 UHTXLUHV H[SHUWLVH DQG IRFXV CDUDKVRIW VWD\V FXUUHQW ZLWK government requirements, trends and initiatives by attending and participating in many industry events. We also rely on the expertise of our industry consultants who are former government executives. 6 6 Litigation, Bankruptcy or reorganization
Describe any present or past litigation, bankruptcy or reorganization involving supplier.

Not applicable.

ATTACHMENT A
607
6 7 Felony Conviction Notice
Indicate if the supplier:
is a publicly held corporation and this reporting requirement is not applicable; is not owned or operated by anyone who has been convicted of a felony; or is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions.

Yes
No
6 8 Debarment or suspension actions
Describe any debarment or suspension actions taken against supplier.

Not Applicable.
6 9 Distribution, Logistics
Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier.

Carahsoft is leveraging our vast ecosystem of manufacturer, reseller, and services partners. Please see our attached corporate line card for an idea of the large partner network we can provide for this initiative. 7 0
Distribution
Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas.

Carahsoft holds many other contract vehicles with State and Local agencies. We are happy to offer these to any states where products and services will not be offered under the Master Agreement. Please see a full list of our contracts here: https://www.carahsoft.com/buy#state-local 7 1
Distribution
Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement.

Carahsoft has a representative that manages our current Omnia contract. This same representative will help manage this contract, and will help ensure that all Participating Agencies will receive the Master Agreement pricing through any distributors or reseller partners. In addition, the contract pricing will be listed for all our in-house sales representatives to chose in our internal, custom built Customer Relationship Management Platform to ensure direct deals are properly priced according to the Master Agreement. 7 2 Logistics
Identify all other companies that will be involved in processing, handling or shipping the products/services to the end user.

Carahsoft would like to leverage our entire partner network, to ensure that all OMNIA Partners have the best coverage and options available on the market, no matter their need or location. Considering the constantly expanding nature of our current partner network of over 4,000 partners, Carahsoft is unable to list all potential partners at this time. Carahsoft will act as the main point of contact for any processing, handling or shipping of any products or services to the end user and can even provide direct contact information for our manufacturer or reseller partners to facilitate communication if needed.

ATTACHMENT A
608
7 3 Logistics
Provide the number, size and location of Supplier's distribution facilities, warehouses and retail networks as applicable.

Carahsoft is capable of shipping to any customer worldwide from our main headquarters in Reston, VA. As a North American distributor, 99% of hardware deliveries are made within the continent and mostly within continental US or US address abroad.
7 4 Marketing and Sales
Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to LPPHGLDWHO\ LPSOHPHQW WKH MDVWHU AJUHHPHQW DV VXSSOLHU¶V SULPDU\ JR WR PDUNHW VWUDWHJ\ IRU 3XEOLF AJHQFLHV WR VXSSOLHU¶V WHDPV QDWLRQZLGH WR LQFOXGH EXW QRW OLPLWHG WR

Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days.

Training and education of Supplier's national sales force with participation from the Supplier's executive leadership, along with the OMNIA Partners team within first 90 days.

Carahsoft can confirm we will have dedicated contract management and marketing personnel involved to determine strategies to advertise the new contract and determine the best ways to ensure our in house personnel, manufacturer partners and reseller partners can leverage the contract.

ATTACHMENT A
609
7 5 90-day Plan
Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:

Creation and distribution of a co-branded press release to trade publications AQQRXQFHPHQW MDVWHU AJUHHPHQW GHWDLOV DQG FRQWDFW LQIRUPDWLRQ SXEOLVKHG RQ WKH 6XSSOLHU¶V ZHEVLWH ZLWKLQ first 90 days.

Design, publication and distribution of co-branded marketing materials within first 90 days Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners.

Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement
Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.)
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‡A GHGLFDWHG WROOIUHH QXPEHU DQG HPDLO DGGUHVV IRU 2MN,A 3DUWQHUV i. Carahsoft will post a co-branded press release on our website, as well as a trade publication such as GlobeNewswire. Here is an example from a previous contract: https://www.globenewswire.com/newsrelease/2020/05/21/2037187/0/en/Carahsoft-Awarded-Educational-Software-Solutions-and-Services-ContractWKURXJK2MN,A3DUWQHUV3XEOLF6HFWRUKWPO LL CDUDKVRIW SRVWV DOO FRQWUDFWV DQG DJUHHPHQW GHWDLOV RQ RXU ZHEVLWH at the following link: https://www.carahsoft.com/buy#omnia-partners-public-sector Upon award, Carahsoft will add WKH UHOHYDQW FRQWUDFW GHWDLOV WR WKH ZHEVLWH DERYH LLL CDUDKVRIW¶V GHGLFDWHG PDUNHWLQJ WHDP ZLOO HGLW FXUUHQW materials to add co-branded marketing on this contract to our proven end-user / customer initiatives such as the

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" 2Q6LWH EYHQWV " :HEFDVWV " TUDGHVKRZV " ,QGXVWU\ FRQIHUHQFHV " EPDLO CDPSDLJQV " 'LJLWDO DQG 3ULQW DGV LY CDUDKVRIW RIIHUV GHHS H[SHULHQFH LQ SXEOLF VHFWRU PDUNHWLQJ 2XU GHGLFDWHG WHDP SODQV SURPRWHV DQG executes more than 2,000 public-sector marketing campaigns and events each year, including contract specific promotional activities such as national, state and local government and education shows. We would be more than happy to participate with OMNIA Partners at these trade shows, or additional trade shows that may be beneficial to SURPRWLQJ WKH MDVWHU AJUHHPHQW Y CDUDKVRIW FDQ FRPPLW WR DWWHQG WKH N,*3 AQQXDO )RUXP YL AV D SULPH government aggregator, Carahsoft is constantly utilizing marketing efforts to drive and identify new and upcoming business. We confirm that we will include this contract in our marketing efforts throughout the term of the Master AJUHHPHQW WKURXJK QDWLRQDO DQG UHJLRQDO WUDGH SXEOLFDWLRQV YLL CDUDKVRIW UHOLVKHV WKH RSSRUWXQLW\ WR SURPRWH RXU success stories to our current and future customers. We confirm that we will continue to make updated SXEOLFDWLRQV DQG PDWHULDOV WKURXJKRXW WKH FRQWUDFW WHUP WR SURPRWH WKH MDVWHU AJUHHPHQW YLLL CDUDKVRIW KDV D dedicated OMNIA contract page for our current contract here: https://www.carahsoft.com/buy/slg-contracts/allstates/omnia-partners-edu#resources. Upon award, we will add the details provided above for this current contract to our page. We are also more than happy to edit the information provided for our current contracts if necessary WR PHHW WKH 2MN,A SDUWQHU¶V JRDOV