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CITY OF STOCKTONSTANDARD AGREEMENT1. This Agreement is entered into between the City of Stockton andContractorto provideas set forth in Exhibit A to this Agreement._____________________________________________________________________________2. The term of this Agreement is as follows, unless amended as described in Exhibit A andExhibit 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 byreference are incorporated and made a part of this Agreement. The parties agree to comply withthe terms and conditions of this Agreement.____________________________________________________________________________IN WITNESS WHEREOF, the authorized parties have executed this Agreement.CONTRACTOR______________________________________________________________________________________________Name (if other than an individual, state whether a corporation, partnership, etc.):______________________________________________________________________________________________Authorized Signature Date______________________________________________________________________________________________Printed Name and Title of Person Signing______________________________________________________________________________________________AddressCITY OF STOCKTON_________________________________________________________________________City Manager DateATTEST:____________________________________________________________________________,City ClerkAPPROVED AS TO FORM: , City AttorneyBY:
Agreement Number:(a) Exhibit AStatement of Work(b) Exhibit BInsurance(c) Exhibit CGeneral TermsConditions(d) Exhibit DExhibit ECompensation Schedule(f) Exhibit FTimeline 1 ATTACHMENT AByrne Software Technologies Accela Professional Services10/1/20259/30/2028220,000Professional Services Special Terms & Conditions (Rev. 10.30.18)
EXHIBIT A STATEMENT OF WORK1. Project ObjectivesTo provide ongoing technical support services for the City of Stockton’s Accelapermit management system, enabling the Community Development Departmentto implement new processes and system customizations that enhance operationalefficiency. This includes support for minor configurations, complex workflowoptimizations, and improvements to the Accela Citizen Access (ACA) portal,serving a hosted environment with approximately 110 to 120 active users.2. Project ScopeThe project scope may include a portion of, or all, but not limited to the work identifiedbelow. All work will be performed on an as-needed basis as requested by the City inaccordance with the hourly rates identified in Exhibit E, Compensation.2.1 Customization & EnhancementsOptimize workflows to streamline business processes in collaboration withCity staff.Implement new Accela modules as required by the City.Configure user roles, permissions, and security settings.Develop custom scripts, expressions, and automation to optimize systemworkflows.Develop Accela Citizen Access (ACA) enhancements for improved userexperience.Implement business rules and validation checks for data integrity.Customize inspection related processes and configurations as needed.2.2 System IntegrationDevelop, implement and provide support for integrations between Accela andthird-party systems, including:oGIS (Geographic Information System)oDocument Management Systems (e.g., Hyland OnBase)oPayment GatewaysoEmail and SMS Notification Platforms2
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Utilize Accela APIs, Webhooks, and Query APIs for seamless data exchange.Ensure data synchronization and integrity between Accela and otherapplications.2.3 Reporting & Data AnalyticsDevelop standard and custom reports using Accela Ad Hoc Reporting, SSRS,ERD, or other reporting tools.Automate report generation and scheduling for department needs.2.4 Ongoing Support & MaintenanceProvide support for troubleshooting and bug fixes.Apply updates and patches to maintain system security and functionality.Maintain compliance with Accela best practices and security protocols.Provide guidance on emerging Accela features and industry best practices.Assist with data cleansing, migration, and archival as needed.Offer on-call support for miscellaneous tasks, including weekly, bi-weekly,and monthly check-ins if required.2.5 Training & Knowledge TransferProvide structured training sessions for City staff at various skill levels.Develop training materials, including user guides, FAQs, and video tutorials.Offer hands-on training for staff on configurations.3. Major DeliverablesDeliverables will depend upon which of the items identified in Section 2, ProjectScope are assigned and will be I the form of updates to Accela configurationsthat are approved by City staff.The City reserves the right to request more specific deliverables on an as-needed basis throughout the duration of the agreement.4. Tasks That Support the DeliverablesContractor shall make themselves available for meetings, telephone calls andemails in order to discuss and configure technical projects and updates to theAccela system which will be executed on an as-needed basis n a timeline agreedto by the City and Contractor.3
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5. Internal and External Standards and GuidelinesAny professional certifications or licenses that may be required will be the solecost and responsibility of the Contractor.Contractor shall possess all necessary licenses to perform the work specifiedwithin these documents, including a City of Stockton Business Licenses whichmust be kept in effect during the term of this Agreement.6. Criteria of Acceptance for DeliverablesAll deliverables shall be evaluated for completeness, accuracy and functionalitybefore acceptance.7. NoticesPursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, themailing address for all required notices is as follows:Contractor: Byrne Software TechnologiesCity: City of Stockton16091 Swingley Ridge Road Attn: City Manager Suite 200 425 N. El Dorado StreetChesterfield, MO 63017 Stockton, CA 952028. Key PersonnelRob [email protected] [email protected]. Option to Renew.The term of the Agreement may be extended up to two (2) years by a writtenamendment executed by both parties. However, the total term of the Agreementincluding the extended term shall not exceed five (5) years.4
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REV 2025-06-04Exhibit B: Insurance Requirements for Agreements Involving Information Technology()Consultant or Vendor shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. Consultant shall procure andmaintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. 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’ Compensationinsurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000per accident for bodily injury or disease. 4.Crime/Fidelity Bond – Insurance no less than $1,000,000per occurrence, covering all officers and employees, for loss of proceeds caused by dishonesty.5. Technology Professional Liability Errors and Omissions Insuranceappropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction 5
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REV 2025-06-04of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.a. The Policy shall include, or be endorsed to include, for damage to, alteration of, loss of, or destruction ofelectronic data and/or information “property” of the Agency in the care,custody, or control of the Consultant.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 Consultant. 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: The City of Stockton, its officers, officials, employees, and volunteers are to be covered as insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. Coverage can be provided in the form of an endorsement to the Consultant’s insurance, at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used. For Vendors ISO Form CG 20 15 12 19 is acceptable. 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. For any claims related to this contract, the Consultant’s insurance coverage shall be primary and non-contributory, with coverage at least as broad as ISO CG 20 01 12 19 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 Consultant’s insurance, including any excess policies, and shall not contribute with it. This requirement shall also apply to any Excess policies. The City of Stockton does not accept endorsements limiting the Vendor’s insurance coverage to the sole negligence of the Named Insured. 6
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REV 2025-06-04The Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. The policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying CGL insurance. Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City of Stockton. Consultant hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any 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 must be declared to and approved by the City of Stockton. The City of Stockton may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related 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. 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. If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the date of thecontract or the beginning of contract work.2. Insurance must be maintained, and evidence of insurance must be provided .3. If coverage is canceled or non-renewed, and not prior to the contract effectivedate, the Consultant must purchase “extended reporting” coverage for a minimum of years after completion of contract work.7
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REV 2025-06-04Consultant 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. All documents 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 Consultant’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. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City of Stockton is an additional insured on insurance required from subcontractors.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 StocktonIts Officers, Officials, Employees and Volunteers425 N El Dorado Street Stockton, CA 95202 8 ATTACHMENT A
(Rev. 10.30.18; Mod
EXHIBIT CGENERAL TERMS AND CONDITIONS1. Goods, Equipment and Services. Subject to the terms and conditions set forthin this Agreement, Contractor shall provide to City the services described in Exhibit A ofthe Agreement. Contractor shall provide said services at the time, place and in themanner specified in Exhibit A of the Agreement.2. City Assistance, Facilities, Equipment and Clerical Support. Except as setforth in Exhibit A, Contractor shall, at its sole cost and expense, furnish and maintain allfacilities and equipment that may be required for furnishing services pursuant to thisAgreement. If applicable, City shall furnish to Contractor only the facilities andequipment listed in Exhibit A to the Agreement.3. Compensation. City shall pay Contractor for services rendered pursuant tothis Agreement as described more particularly in Exhibit A and Exhibit E to theAgreement.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 begranted by City upon receiving a written request thirty (30) days in advance ofsaid time limitation. The City shall have no obligation or liability to pay anyinvoice for work performed which the Contractor fails or neglects to submitwithin sixty (60) days, or any extension thereof granted by the City, after thework is accepted by the City.4. Sufficiency of Contractor’s Work. All Contractor services, work, anddeliverables shall be performed in a good and workmanlike manner with duediligence in accordance with the degree of skill normally exercised by similarcontractors supplying services and work of a similar nature, and in conformancewith applicable laws, codes and professional standards. Contractor’s work shall beadequate and sufficient to meet the purposes of this Agreement.5. Ownership of Work. All reports, work product, all other documents completed orpartially completed by Contractor or its approved subcontractors, in performance of thisAgreement, and if applicable, drawings, designs, and plan review comments shall becomethe property of the City. Any and all copyrightable subject matter in all materials is herebyassigned to the City and the Contractor and its approved subcontractors agree9
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to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.6. Timeliness.Time is of the essence in this Agreement. Further, Contractoracknowledges that the failure of Contractor to comply with the time limits described inExhibit 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 becomedesirable or necessary during the term of this Agreement for City to modify the scopeof services provided for under this Agreement. Any material extension or change in thescope of work shall be discussed with City and the change and cost shall bememorialized in a written amendment to the original contract prior to the performanceof the additional work. Until the amendment is so executed, City will not be responsibleto pay any charges Contractor may incur in performing such additional services, andContractor shall not be required to perform any such additional services.8. Amendment. No variation of the terms of this Agreement shall be valid unlessan 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 shallhave 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. 9.2Contractor 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's10
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control with respect to the physical action or activities of Contractor in fulfillment of thisAgreement. 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 contractualrelationship 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 ontractor must issue W-2 11. Termination.11.1 Termination for Convenience of City. The City may terminate thisAgreement 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
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11. 2 Should either party default in the performance of this Agreement ormaterially breach any of its provisions, the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party.11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any 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 thisAgreement or any interest or obligation in the Agreement without the prior writtenconsent of the City, and then only upon such terms and conditions as City may setforth in writing. Contractor shall be solely responsible for reimbursing subcontractors.Indemnity and Hold Harmless. Insurance. During the term of this Agreement, Contractor shall maintain infull force and effect at its own cost and expense the insurance coverage as set forth inthe attached Exhibit B to this Agreement and shall otherwise comply with theother provisions of Exhibit B to this Agreement.Notices. All notices herein required shall be in writing and shall be sent bycertified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.Conformance to Applicable Laws. Contractor shall comply with allapplicable Federal, State, and Municipal laws, rules, and ordinances. Contractorshall not discriminate in the employment of persons or in the provision of servicesunder this Agreement on the basis of any legally protected classification, includingrace, color, national origin, ancestry, sex or religion of such person. (Rev. 10.30.18; Mod 0) 12
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17. Licenses, Certifications and Permits. Prior to the City’s execution of thisAgreement and prior to the Contractor’s engaging in any operation or activity set forthin this Agreement, Contractor shall obtain a City of Stockton business license, whichmust be kept in effect during the term of this Agreement. Contractor covenants that ithas obtained all certificates, licenses, permits and the like required to perform theservices under this Agreement. Such licenses, certificates and permits shall bemaintained in full force and effect during the term of this Agreement.18. Records and Audits. Contractor shall maintain all records regarding thisAgreement and the services performed for a period of three (3) years from the date thatfinal payment is made. At any time during normal business hours, the records shall bemade available to the City to inspect and audit. To the extent Contractor renders serviceson a time and materials basis, Contractor shall maintain complete and accurateaccounting records, in a form prescribed by City or, if not prescribed by City, inaccordance with generally accepted accounting principles, such records to include, but notbe limited to, payroll records, attendance cards, time sheets, and job summaries.19. Confidentiality. Contractor shall exercise reasonable precautions to preventthe 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 representativeof the City. Contractor and its principals do not have any financial interest in realproperty, sources of income or investment that would be affected in any manner ofdegree by the performance of Contractor’s services under this Agreement. If such aninterest arises, Contractor shall immediately notify the City.21. Waiver. In the event either City or Contractor at any time waive any breach ofthis Agreement by the other, such waiver shall not constitute a waiver of any other orsucceeding breach of this Agreement, whether of the same or of any other covenant,condition or obligation. No payment, partial payment, acceptance, or partialacceptance by City shall operate as a waiver on the part of City of any of its rightsunder this Agreement.22. Governing Law. California law shall govern any legal action pursuant to thisAgreement with venue for all claims in the Superior Court of the County of SanJoaquin, Stockton Branch or, where applicable, in the Federal District Court ofCalifornia, Eastern District, Sacramento Division.23. No Personal Liability. No official or employee of City shall be personally liableto Contractor in the event of any default or breach by the City or for any amount dueContractor.13
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24. Severability.If any portion of this Agreement or application thereof to anyperson or circumstance shall be declared invalid by a court of competent jurisdiction orif it is found in contravention of any federal, state or city statue, ordinance or regulationthe remaining provisions of this Agreement or the application thereof shall not beinvalidated thereby and shall remain in full force and effect to the extent that theprovisions of this Agreement are severable.25. Non-Discrimination. During the performance of this Agreement, Contractor and itsofficers, employees, agents, representatives or subcontractors shall not unlawfullydiscriminate in violation of any federal, state, or local law, rule or regulation against anyemployee, applicant for employment or person receiving services under this Agreementbecause 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 careleave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents,representative or subcontractors shall comply with all applicable Federal, State and locallaws and regulations related to non-discrimination and equal opportunity, including withoutlimitation the City’s nondiscrimination policy; the Fair Employment and Housing Act(Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and allapplicable regulations promulgated in the California Code of Regulation or Code of FederalRegulations. Title VI of the Civil Rights Act of 1964 requires that “no person in the UnitedStates shall, on the grounds of race, color, or national origin be excluded from participationin, be denied the benefits of, or be subjected to discrimination under any program oractivity receiving federal financialassistance.” (42 USC Section 2000d).http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance withthe requirements of Title VI in all of its programs and activities regardless of fundingsource.26. Force Majeure. Neither party shall be responsible for delays or failures inperformance 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 causesreasonably beyond the control of that party. The party experiencing the force majeureevent agrees to give the other party notice promptly following the occurrence of a forcemajeure event, and to use diligent efforts to re-commence performance as promptly ascommercially 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 willnot be exclusive but will be cumulative of all other rights and remedies to which may belegally entitled.14
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29. Advice of Attorney.Each party warrants and represents that in executing thisAgreement, it has received independent legal advice from its attorneys or theopportunity to seek such advice.30. Heading Not Controlling.Headings used in this Agreement are for referencepurposes 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 betweenContractor 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 togetherand shall constitute one agreement.33. Authority.The individual(s) executing this Agreement represent and warrant thatthey have the legal capacity and authority to do so on behalf of their respective legalentities. 15 ATTACHMENT A
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EXHIBIT DPROFESSIONAL SERVICES SPECIAL TERMS AND CONDITIONS1. Definitions.The following words and phrases have the following meanings forpurposes 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.1.2upon 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 ProfessionalServices only. The special conditions shall be read in conjunction with the StandardAgreement, General Terms and Conditions (GTC) Exhibit C, and all other Exhibitsidentified in the Standard Agreement.2.1Where 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.2.2In 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 Contractorsubcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other 16
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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 PerformanceIn addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:4.1 Contractorervices 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 Contractorprofession currently practicing under similar conditions. Contractorof performance, applicable laws, regulations, and industry standards. By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws. If Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor shall maintain that license, certification, registration or other similar requirement throughout the term of this Agreement.4.2 Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.4.3 If Contractor fails to comply with the foregoing standards, Contractor must perform again, at its own expense, all Services required to be re-performed as a direct or indirect result of that failure. Any review, approval, acceptance or payment for any of the Services by the City does not relieve Contractor of its responsibility for the professional skill and care and technical accuracy of its Services and Deliverables. This provision in Contractor either under this Agreement, at law or in equity.5. Compensation5.1 In addition to Section 3 Compensation in Exhibit C GTC, the Contractorshall 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 17
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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. Personnel6.1 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 Contractorpursuant to this Agreement shall be the full and complete compensation to which Contractor and Contractorcontractors are entitled for performance of any work under this Agreement. Neither Contractor nor Contractorofficers 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 Contractorhereunder, 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 Contractorshall 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 InformationContractor 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.18
ATTACHMENT A
(Rev. 07.12.22)
8. Findings ConfidentialAll of the reports, information, data, et cetera, prepared or assembled by theContractor 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 alindependently 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. CopyrightNo materials, including but not limited to reports, maps, or documents producedas 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. DeliverablesContractor 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 LawsDeliverables must conform with all applicable federal, state, and local laws. Suchconformity includes compliance with federal sanctions, and Contractor certifies that it hasnot and will not engage in prohibited transactions with sanctioned persons or entities. 19
ATTACHMENT A
(Rev. 10.30.18)
EXHIBIT ECOMPENSATION SCHEDULEThe Contractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:1. Project Price1.1 The maximum the Contractor shall be paid on this Agreement is $ 220,000(hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement. 1.2 Standard Reimbursable Items: Only the reimbursable items identified in Exhibit A, C, and D (Compensation), shall be compensated to the Contractor. Reimbursable expenses will be reimbursed without markup. Fees plus reimbursable expenses shall not exceed the amount set forth in section 1.1 of this Exhibit and a copy of the original invoice for the items listed in i, ii or iii below shall be attached to the invoice submitted to the City for reimbursement. Payments shall be based upon work documents submitted by the Contractor to the City and accepted by the City as being satisfactory to City’s needs. The City shall not pay a markup on any of the items listed in i, ii or iii. Additionally, items such a telephone, fax, postage or freight are already included in the billable hourly rate. Contractor shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services: i. Expenses, fees or charges for printing, reproduction or binding ofdocuments at actual costs with no markup added to the actual cost.ii. Any filing fees, permit fees, or other fees paid or advanced by theContractor at actual costs with no markup added to the actual cost.iii. Travel expenses shall be reimbursed in accordance with the City’stravel policy, which is incorporated herein by reference.Reimbursement shall be made at actual costs with no markup addedto 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. 20
ATTACHMENT A
(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: Not Applicable Task Price. Below is the price for the services and reimbursable expenses asdescribed in Exhibit A of this Agreement.Task Description Task Price 1 N/A $N/ATOTAL PRICE $ N/A 3. Hourly Rates. The following is a list of hourly billable rates that Contractor shallapply for additional services requested of the Contractor. Contractor shall becompensated based on the hourly rates set forth below, on a time and material basis forthose services that are within the general scope of services of this Agreement, but beyondthe description of services required under Exhibit A, and all services are reasonablynecessary to complete the standards of performance required by this Agreement. Anychanges and related fees shall be mutually agreed upon between the parties by a writtenamendment to this Agreement.Hourly Billable Rate Schedule Services Description Hourly Billable RatesAccela On-Call Professional Services and Support$155.004. Additional Fees.Not Applicable5. Invoice to Address. Each invoice submitted shall identify the specific task(s) listedin Exhibit A and this Exhibit, and the completed work product/deliverable for the agreedupon price listed in this Exhibit. Invoices shall be submitted to the below address:Invoices may be sent electronically to [email protected] of Stockton Community Development Department Attention: Permit Center 425 N. El Dorado Street Stockton, CA 95202 21
ATTACHMENT A
(Rev, 10.27.22)
EXHIBIT FTIMELINE
22 ATTACHMENT A