ATTACHMENT B
$70,119
$50,000
$172,000
$24,000
$0
$323,319
Name of Professional Service(s) Grant Funds
$25,000
$25,000
$109,981
$75,000
$54,000
$25,300
$289,281
Grant Funds
$0
$0
$0
$0
Grant Funds
$11,250
$185,000
$100,200
$0
Enter narrative here. You may expand cell height if needed.
Example: Community Resources, Inc.
Choices
Be Smooth Inc.
5a. Non-Governmental Organization (NGO) Subcontractors Providing Direct Services Calculation for ExpenditureName and Description
Client & OVP Trauma Support @ $33,400 per year for 36 months UC Davis Staff Development Staff Advanced Level Social Service Training Description
Community Quarterly Violence Prevention Events
TOTAL
TOTAL
4a. Public Agency Subcontracts
Calculation for Expense
Youth Violence Steering Committee
3a. Professional Services/Independent Contractors
KME Consulting Services
86 clients x $2,000
12 events x $2,000
TOTAL
Data Co-op/ or CSU Stanislaus
2b. Services and Supplies Narrative: Provide a brief description for each item that explains how it will be used toward fulfilling grant objectives.
Program Compliance Audit covering 36-month service delivery periodExample: XYZ Accounting Punn Group
4b. Public Agency Subcontracts Narrative: List each public agency that will receive grant funds. Provide a brief description of the services that will be provided. 3b. Professional Services/Indpendent Contractors Narrative: List each Professional Services subcontractor or independent contractor (includes evaluators, accountants, bookkeppers, grants management, training, technical assistance, etc.). Provide a brief description of the services that will be provided.
Supportive Services(work readiness, gas cards,
hygiene items, etc.)
Six Week Cognitive Behavioral Training(CBT) Client
Incentive
Total Gift Cards: 2,250 (1,875 @$25gift cards + 375 @$50gift cards= $65,625 Gift Card Activation fee:$4,387.50
Monthly Strategy Meeting Working Lunch Meal – $200 per meeting meal, for 36 meetings, provides modest food and beverage for 42 monthly multi-community agency Violence Prevention Strategy Meetings (15–25 agencies) to support participation and collaboration during lunch-hour meetings.
Six-Week Cognitive Behavioral Training (CBT) Client Incentives – $70,118.59: Offers stipends for up to 375 clients to encourage completion of six-week CBT courses, including attendance and graduation incentives, fostering skill development and behavior change. Each cohort will have 15 clients per class each receiving a $25 Gift card and $50 at graduation. Total cards purchased would be 2,250(1,875, $25 gift cards + 375, $50 gift cards) =$65,625 in gift card value, $4,387.50 activation fee ($1.95 per card), $106.09 Shipping.
Punn Group will perform grant-specified audits in accordance with the standards required.
Data Co-op or CSU Stanislaus: The evaluation team will conduct a comprehensive process and outcome evaluation, gathering baseline data on all homicides and gun-related crimes to establish a clear reference point. This data will be used to identify trends and patterns over time, providing valuable insights to assess program impact and guide future strategies. The research team will collect data from the project, compile quarterly data into the state grant portal, and generate reports at the start and end of the grant cycle. 10-week Training Class $450 per client x 25 clients
Client Support & Cognitive Behavioral Training $7,400 x 25 cohorts over the 36-month grant period.
125 Clients x $400 each
Emergency Housing Assistance
Fiscal Audit covering 36 month service delivery period
Program Evaluation 36 month service delivery period
Calculation for Expenditure
MLI Training Institute Staff development trainings
ATTACHMENT B
$0
$0
$0
$285,200
Description of Equipment/Fixed Asset Grant Funds
$5,760
$6,480
$27,000
$105,480
$0
$0
$144,720
Grant Funds
$1,120
$0
$0
$0
$0
$1,120
Grant Funds
$278,292
Indirect costs may be charged to grant funds by choosing either Option 1) or 2) listed below:
CalVIP Cohort 5 grant guidelines recommend applicants to allocate funds for a two day trip to Sacramento for three essential staff members to participate in required grant-related activities. The average cost for a hotel stay is $247 per night x 3 rooms= $741. Meal per Diem is average $126.33 to include breakfast, lunch, dinner for first day, breakfast and lunch for the second day. Meals for 3 staff is $378.99
Estimates for Office equipment:
Dell Laptops: $1,620 x 4= $6,480
Cell Phones:$40 a month x 36 months=$1,440 x 4= $5,760
We are requesting the purchase of cellphones and laptops for four staff members. The cellphones will enable consistent communication between staff, clients, and their families, ensuring timely support and responsiveness. The laptops will provide staff with the mobility to transport essential equipment between sites and enter data in real time. This equipment is essential for accurately documenting program activities and aligns with the standard tools utilized by the City of Stockton.
The Office of Violence Prevention is requesting $154,560 to support the rental and estimated gas usage of two vehicles for use by Outreach Workers and Program Supervisor to carry out essential program duties. These vehicles are critical to ensuring staff can engage directly with clients in the schools, attend court hearings, conduct home and hospital visits, respond to crisis situations, and maintain consistent follow up as part of intensive case management services.
In addition to supporting staff mobility, the vehicles will also be used to provide client transportation when necessary, such as to and from school, DMV visits, school enrollments, and other service-related activities that support programming goals.
Monthly rental cost per vehicle is $1,465 per month for 42 months for two vehicles total $123,060. The average cost of fuel per month is $375 per vehicle x2 vehicles x 42 months Total is $31,500.
If using Option 1) grant funds allocated to Indirect Costs may not exceed:
2) Indirect costs will be charged up to 20% of total direct costs, less equipment. Applicable if the organization has a federally approved indirect cost rate. Amount claimed may not exceed the organization's federally approved indirect cost rate. 1) Indirect costs will be charged as 15% of total direct costs, less equipment. Applicable if the organization does not have a federally approved indirect cost rate.
8a. Indirect Costs
7b. Other (Travel, Staff Training, etc.) Narrative: Provide a brief explanation for how each item listed above will contribute toward fulfilling grant objectives. Please budget for at least two 2-day trips to Sacramento for 3-5 key grant team members. 3 Staff- $247 per night x 3 rooms= $741 , Meals PerDiem- $126.33 x 3 = $378.99
7a. Other (Travel, Staff Training, etc.)
Description
Sacramento Trip
Staff Laptops
Staff Cell Phones
6a. Equipment/Fixed Assets
Calculation for Expense
Dell Laptops: $1,620 x 4= $6,480
Cell Phones: $40 a month x 36 months x 4 employees
Car rental for Outreach Workers and supervisors ($1,465 per month x 36 months) x 2 5b. NGO Subcontractors Narrative: List each NGO subcontractor that will be providing direct client-centered services. Provide a brief description of the services that will be provided.
Car Rental Fuel and Maintenance
6b. Equipment/Fixed Assets Narrative: List any equipment or fixed assets that will be purchased with grant funds and provide a brief description of each item that explains how it will be used toward fulfilling grant objectives.
Calculation for Expense
TOTAL
Choices for Freedom will provide meals and cognitive behavioral training groups for OVP clients ages 12 to 35. The groups incorporate interactive journaling to help them address past trauma, build self-efficacy and while offering them hope for their future. There will be 8 CBT cohorts annually and 25 during the 36-month grant, $7,400 per cohort for a total of $185,000.
Be Smooth will provide Comprehensive therapeutic services, beginning with in-depth intake assessments to identify each client's unique needs and circumstances. Services will include individualized therapeutic sessions and structured group therapy, guided by an evidence-based curriculum. In addition, the vendor will facilitate healing circles in response to traumatic incidents or loss of life resulting from gun and/or gang violence, fostering emotional recovery, resilience, and community support.
TOTAL
(average cost for fuel per month $375 x 36 months) x 2
TOTAL
ATTACHMENT B
$371,056
$0Regardless of which option is chosen, if the amount entered in the Grant Funds column turns red, adjust it to not exceed the maximum noted just below it: TOTAL
If using Option 2) grant funds allocated to Indirect Costs may not exceed:
Enter narrative here. You may expand cell height if needed. 8b. Indirect Costs Narrative:
ATTACHMENT B
Resolution No.
STOCKTON CITY COUNCIL
RESOLUTION AUTHORIZING ACCEPTANCE OF GRANT FUNDS FROM THE STATE
OF CALIFORNIA BOARD OF STATE COMMUNITY CORRECTIONS, IN THE AMOUNT OF $ 2,000,000 FOR THE CALIFORNIA VIOLENCE INTERVENTION AND PREVENTION (CALVIP) GRANT FOR THE PERIOD JANUARY 1, 2026, THROUGH JUNE 30, 2029, AND AUTHORIZING EXECUTION OF GRANT AGREEMENTS
In August 2025, the City of Stockton submitted an application to the State of California’s Board of State Community Corrections (BSCC) California Intervention and Prevention (CalVIP) Grant; and
In February 2026, the City of Stockton Office of Violence Prevention (OVP) was notified by the BSCC that the application w as approved for $2,000,000 for a three-year period; and
The Office of Violence Prevention (OVP) proposes to expand Stockton’s evidence- based violence prevention strategy by embedding trained outreach workers (Peacekeepers) on 6 Stockton school campuses to mediate conflicts, mentor youth, and intervene before violence occurs. A coordinated Family Support Team (FST) will connect youth and families to counseling, education support, and other wraparound services that address the root causes of violence. The pr ogram will also implement the 24/7 TAP -IN crisis hotline and mobile response team to provide real -time de-escalation when youth are at immediate risk of retaliation or involvement in violence; and
This project builds on Stockton’s proven focused deterrenc e framework, which independent research found reduced shootings among participating gang members by 40% and contributed to significant reductions in homicides and recidivism. Together, these strategies will strengthen early intervention, improve family stabilization, and further reduce youth violence in Stockton. The grant period runs from January 1, 2026, through June 30, 2029; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:
1. Authorize the City Manager to execute a grant agreement from the State of California Board of State Community Corrections, in the amount of $2,000,000.
2. Authorize the City Manager to appropriate grant revenues and expenditures in the amount of $2,000,000.
3. Authorize the addition of two full-time, grant-funded, limited-term, positions and two part-time, grant-funded, limited-term positions; one OVP program supervisor, one OVP outreach worker full-time position and two OVP outreach worker part-time positions for the duration of the grant term.
4. Authorize the City Manager, or designee, to execute and manage sub - recipient and consultant agreements in the amounts consistent with the Grant Agreement.
5. The City Manager, or designee, is hereby authorized and directed to take whatever actions are necessa ry and appropriate to carry out the purpose and intent of this Resolution.
PASSED, APPROVED, and ADOPTED March 31, 2026___.
CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:
KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
City of Stockton
Legislation Text
File #: 26-0077, Version: 1
APPROVE MOTION TO AUTHORIZE A REFUND OF PLANNING FEES - RYAN VAN GRONINGEN
OF FIVE CORNERS GROUP
RECOMMENDATION
It is recommended that the City Council approve a motion:
1. Authorizing a refund in the amount of $27,091.45 for fees connected with Planning Application P24-0177 paid by Ryan Van Groningen of Five Corners Group.
2. Authorizing the City Manager to take appropriate and necessary actions to carry out the purpose and intent of the motion.
Summary
On September 20, 2024, Ryan Van Groningen paid $27,116.45 in planning application fees in connection with an annexation application inclusive of prezoning and a tentative parcel map. Due to personal reasons and market conditions, the applicant has decided not to move forward with the project and has requested a refund of fees paid pursuant to the refund processes in the Stockton Municipal Code (SMC). Because the applicant never submitted all required items for processing, no work was completed on the planning application, and staff recommends that the Council approve the requested refund.
DISCUSSION
Background
On September 20, 2024, Ryan Van Groningen paid $27,116.45 by check for planning fees for planning Application P24-0177 for the purposes of annexation of lands, prezoning of the lands to City of Stockton zoning, and a tentative parcel map to subdivide respective lands into multiple parcels.
Due to present market conditions and personal reasons, Mr. Van Groningen will not be pursing the planning application and submitted a request for refund (Attachment A). Details of the payment receipt are also included (Attachment B).
Refund Analysis
Planning application fees are governed by Section 16.84.080 (Fees) of the Stockton Municipal Code (SMC) , which requires that refunds over $20,000 be approved by the City Council. Refunds are subject to a Refund Processing Fee of $25 per the Fiscal Year 2025-2026 Adopted Fee Schedule and SMC 16.84.080(B)(1).
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File #: 26-0077, Version: 1
SMC 16.84.080(B) speaks to Refunds and states: "In the case of a withdrawal, the Director may authorize a refund based upon the following:
1. 100 percent refund, less the refund processing fee required by the Council’s fee resolution, if the application is:
a. Accepted in error (an application that cannot be processed; or b. Determined to not be complete.
2. 50 percent refund, if interdepartmental referrals have not been sent out.
3. 25 percent refund, if interdepartmental referrals have been sent out, but public notice (published or mailed) has not bee distributed.
4. No refund if the application has been publicly noticed, in compliance with Chapter 16.88" In the Table below we see the calculated refund amount, less the Refund Processing Fee of $25.00, totals $27,091.45.
Fee Item Description Fees Paid
Technology Fee - Planning $470.25
Rezoning/Prezoning (ET) $418.00
Rezoning/Prezoning (PR) $104.50
Rezoning/Prezoning (PLN) $4,650.25
Rezoning/Prezoning (MUD) $52.25
Tentative Parcel Map (PR) $41.80
Tentative Parcel Map (ET) $271.70
Tentative Parcel Map (PLN) $710.60
Tentative Parcel Map (MUD) $20.90
Community Rating System - Planning $376.20
Annexation Deposit $20,000.00
Total $27,116.45
Refund Processing Fee $25.00
Total Refund $27,091.45
Because no work was done on the application beyond intake and a cursory review of the preliminary submittal items to determine remaining items needed to appropriately review the applicaiton, staff recommends that the Council approve the refund for a total of $27,091.45.
FINANCIAL SUMMARY
The planning application fees totaling $27,116.45, were deposited into the following accounts:
Development Services Fund (220-221)
Stormwater Fund (620-000)
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File #: 26-0077, Version: 1
The refund amounts for the permit will be made from these same accounts. There is no financial impact on the City’s General Fund.
Attachment A - Refund Request
Attachment B - Proof of Payment
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R
Community Development Department, Permit Center
City Hall y 425 N. El Dorado Street y Stockton, CA 95202-1977
REQUEST FOR REFUND
State Zip Code
Receipt #
Permit #
Name:
Address:
City
Telephone number:
Amount of refund requested:
Date paid to City
Total amount paid:
Situs address:
Reason for requesting refund:
Contact Name:
I Certify under penalty of perjury that the information provided is true and correct.
Subscribed and sworn on this __________ day of __________________________ , 20 _______________________________________________________________________ Customer Business Name
_______________________________________________________________________ Signature
FOR OFFICE USE ONLY
Approved by: _______________________________ Date: ________________ Department Head or Designee (If over $1,000.00)
Approved by: Date:
Chief Financial Officer or Designee (If over $1,000.00) Account No:
Trust Accounts – please forward to Accounting for Approval Ext
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Attachment A
The Five Corners Group
15100 S. Jack Tone Rd.
Manteca CA 95336
209-982-5248
$27,116.45
09/20/24
$27,116.45 P24-0177
9277 S State Route 99 W Frontage Rd
Project has been put on hold... will reapply at a later date.
Ryan Van Groningen
16th December 25
The Five Corners Group LLC
INVOICE
Community Development Department
Record Number: P24-0177
Site Address: 9277 S STATE ROUTE 99 W FR RD ST
OCKTON, CA 95206
Parcel Number: 20102003
Invoice Date:
Invoice Number:
9/11/2024
Detail Description: Annexation and prezone, to IL (Industrial, Limited), of a 9.27 acre parcel. This request also includes a tentative parcel map to split the lot into four parcels.
Project withdrawn 1/8/26
Payment Details
Description Quantity Fee
Technology Fee - Planning 1.00 $470.25
Rezoning / Prezoning (ET) 0.08 $418.00
Rezoning / Prezoning (PR) 0.02 $104.50
Rezoning/Prezoning (PLN) 0.89 $4,650.25
Tentative Parcel Map (4 lots or less) (PR) 0.04 $41.80 Community Rating System Admin Fee - Planning 1.00 $376.20 Tentative Parcel Map (4 lots or less) (ET) 0.26 $271.70 Tentative Parcel Map (4 lots or less) (PLN) 0.68 $710.60 Rezoning / Prezoning (MUD) 0.01 $52.25
Tentative Parcel Map (4 lots or less) (MUD) 0.02 $20.90 Annexation 1.00 $20,000.00
T
otal Fee: $27,116.45
Step 1: Go to website:
Step 2: Search for your Record Number P24-0177 using the search bar in the upper-right hand corner of the page.
Step 3: Click on “Payments”, then “Fees” in the drop-down list.
Step 4: Select the “Pay Fees” link to the right of the list of fees.
Step 5: Review the list of fees and select “Continue Application” at the bottom of the page . https://aca.accela.com/Stockton
Online Payment Instructions
hover over the “Pay Permit Fees” button, then click on “Planning”
(209) 937-8561
Attachment B
City of Stockton
Legislation Text
File #: 26-0308, Version: 1
RESOLUTION APPOINTING AMELIA LEWIS AND LEONEL MARTINEZ TO THE STOCKTON
ARTS COMMISSION
RECOMMENDATION
It is recommended that the City Council adopt a resolution to:
1. Appoint Amelia Lewis to the Stockton Arts Commission with term to commence immediately upon approval.
2. Appoint Leonel Martinez to the Stockton Arts Commission with term to commence immediately upon approval.
3. Authorize the City Manager, or designee, to take whatever actions are appropriate and necessary to carry out the purpose and intent of this Resolution.
DISCUSSION
Background
The Stockton Arts Commission (SAC) is a seven-member board, including one Youth Arts Commissioner, appointed by the Mayor with the approval of the City Council for four-year terms, as established in Stockton Municipal Code Section 2.94.040.
To recruit new commissioners, City staff conducted outreach and accepted applications on a continuous basis throughout 2025. A nominating committee composed of current SAC commissioners reviewed applications and conducted interviews with prospective candidates on January 5, 2026.
Present Situation
After review and deliberation, the nominating committee recommended Amelia Lewis and Leonel Martinez to fill the current vacancies on the Stockton Arts Commission. Both candidates demonstrated a strong interest in supporting arts and cultural initiatives within Stockton and contributing to the mission of the Commission.
Pending Council approval, Amelia Lewis and Leonel Martinez will serve as full voting members of the Stockton Arts Commission.
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File #: 26-0308, Version: 1
FINANCIAL SUMMARY
The Stockton Arts Commission receives no remuneration. There is no direct financial impact to the City by taking this action.
Attachment A - SAC Redacted Candidate Applications
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Submit Date: Dec 01, 2025
Email Address
First Name Last Name
Street Address
City State Postal Code
Primary Phone Alternate Phone
Employer Job Title Occupation
Application for appointment and background information for City of Stockton Boards, Commissions, and Committees
Profile
Ethnicity
Prefer not to Answer
Gender
Prefer not to say
What district do you live in? *
District 5
The City of Stockton uses email as the preferred method of communication regarding your application. Is this acceptable to you?
Yes No
Employer Address
2628 Pacific Ave. Stockton, CA. 95204
Are you currently serving on a City of Stockton Board, Commission, or Committee?
Yes No
If yes, please list
n/a
Amelia Lewis
Mobile: Home: (
Aames Paralegal Clinics Legal Assistant Paralegal
Amelia Lewis
ATTACHMENT A
Which Boards would you like to apply for?
Arts Commission: Submitted
Question applies to Arts Commission
NOTE: This Board requires membership with one of the following groups. If none, please remove board from your application. Outside of your profession, indicate what type of Arts you are active in? Select all that apply. * Art Criticism
Music
Visual Arts, including (but not limited to) the Public or Environmental Arts, Graphic Arts, Design, Drawing, Painting, Printmaking, Sculpture, Ceramics, and Art History\, Question applies to Arts Commission
Are you interested in or accomplished in fund-raising?
Yes No
Question applies to multiple boards
NOTE: This Board requires membership with one of the following groups. If none, please remove board from your application. Are you knowledgeable, have experience in, or extensive background in any of the following areas? Select all that apply. *
Active in community activities significant enough to confirm knowledge of issues and individuals within the community
Activist for the Visual Environment, Public Art, or Regional/National Individual Artists' work
Knowledge of new artistic & design expressions
Possess decision-making abilities
Understanding of Ethnic/Gender Diversity
Willingness to tolerate/promote change
Interests & Experiences
Amelia Lewis
ATTACHMENT A
Upload a Resume
Please tell us about yourself and why you want to serve.
I’m an arts administrator, curator, educator, and practicing visual artist who regularly exhibits work in venues throughout Stockton. My experience spans community-focused exhibitions, youth art programs, and nonprofit arts events—from curating Interpreting Earth at The Hatch to organizing International Women’s Art Month and supporting local cultural organizations. I want to serve as an Arts Commissioner to help expand accessible, inclusive creative opportunities in Stockton and to uplift the artists and cultural spaces that make this community vibrant. I bring experience in curation, event production, education, and community outreach, along with a strong commitment to supporting the arts as both an organizer and an active artist in the city.
Please state the reason you would like to be a member of this board/commission.
I’m applying because I believe the arts are essential to Stockton’s identity, and I want to help strengthen connections between artists, organizations, and our diverse communities.
Have you served on an advisory group before?
Yes No
If yes, please explain.
N/A
How did you hear about the position?
Instagram
City Council Policy 3.03 states that Commissioners are required to attend meetings on a regular basis. If appointed, will you be able to attend meetings regularly and devote the time necessary to fulfill your duties as a member?
Yes No
Do you or immediate family members have any relationship (professional, financial, other) that may present a potential conflict of interest for this advisory group?
Yes No
If yes, please explain
N/A
Background Information
Amelia Lewis
ATTACHMENT A
Based on your best judgment, does this Commission make decisions that may affect any sources of income, interests in real property, or investments of you or your spouse?
Yes No
N/A
Voter Registration (Questions appear if required)
Submit Application
Please identify any specialized accommodations needed for equal participation:
I do not require any specialized accommodations to participate fully in this commission.
Enter Your Initials:
AL
Date Signed
12/1/2025
Amelia Lewis
ATTACHMENT A
Arts administration and
exhibition professional with
experience in event production
and assistance. Skilled in liaising
with galleries, artist
foundations, and community
partners, and supporting artists
and patrons at both large- and
small-scale events. Also a
practiced graphic designer and
visual artist.
A R T S C U R A T I O N - E X H I B I T I O N
AMELIA LEWIS
Communications Skills
Time Management
Patience
Attentiveness
Problem-solving skills
Confidence
Tenacity
Authenticity, Adaptability
Desire to learn
Professionalism
The ability to respond quickly
SKILLS
PROFILE EXPERIENCE
Amelia Lewis on Behance
Fundraising CRM Software
Adobe Creative Suite
MS Word / Excel / PowerPoint
Social Media (FB/Insta/Twitter)
MAC / PC Proficient
Mail Chimp / Constant Contact
POS Systems
TECHNICAL SKILLS
CONTACT
GIRL MUSEUM, Online (International) - Arts Programming, Education Support JANUARY 2023 - FEBUARY 2025
Assisted directors with research and development of artist and non-profit projects.
Supported design and delivery of educational content for exhibitions and online programs.
Contributed to artist development and handled administrative, research, and design tasks.
https://www.girlmuseum.org/
THE EXPLORATORIUM, San Francisco, CA.- Museum Event - Exhibition Assistant AUGUST 2017 - DECEMBER 2017 ON-CALL
MEXICAN HERITAGE CENTER, Stockton, CA. - Art Event & Exhibition Assistant SEPTEMBER 2022 - AUGUST 2023
Provided arts administration support for the El Barrio Del Chivo exhibition.
Coordinated artists and planned exhibit design and logistics.
Researched local history to develop educational and interpretive materials.
Assisted the director as needed to support visitor learning about cultural heritage.
SACRAMENTO WOMEN'S COUNCIL, Sacramento, CA. - Acting Co-Organizer - Events 2018-2024
Produced art auction and fundraiser event.
Managed fundraising, event production, and logistics.
Coordinated with artists, patrons, and the public.
Demonstrated strong organizational and communication skills.
CREATIVE ACTION NETWORK, Boston, MA. - Arts Education Researcher - Internship JANUARY 2015- JANUARY 2016
EXPRESSIONS GALLERY, Berkeley, CA. - Education - Event Coordination MAY 2016 - SEPTEMBER 2016
THE ALHAMBRA PROJECT - L. Kirby Professor, CCA,., Oakland, CA. -Art / Photo Researcher - Editor - JANUARY 2014- JANUARY 2015
http://thealhambraproject.com/
https://www.facebook.com/thealhambraproject/
Academy of Art University
Studies in Design, Visual Communication
EDUCATION
City College of San Francisco
Associate of Arts - Studio - Liberal Art
Pratt Institute (Online)
Certificate of Museum Studies
University of Lugi Bocconni (Online)
Art & Heritage Studies
NORCAL SCHOOL FOR THE ARTS, Arts Team Lead
JANUARY 2025 - JULY 2025
Taught visual art in an arts-based program with creative, age-appropriate lessons.
Adapted instruction to diverse learning styles and abilities.
Fostered engagement and confidence through hands-on, inclusive projects.
WOMEN’S INTERNATIONAL DAY ART EVENT, Stockton, CA. - Event & Exhibition Coordination MARCH 2025
Served as lead organizer for International Women's Art Month, coordinating a month- long celebration of female-identified art and performance.
Collaborated with five partner organizations, including The Hatch, ArtSplash, PREVAIL Women’s Center, and The Lions Club of S.J. County.
Co-developed & facilitated art workshops exploring gender equality & social change.
Taught participants to express these themes through visual art and performance in community settings.
“INTERPRETING EARTH” Curation and Production
NOVEMBER 22, 2025
Curated and produced the “Interpreting Earth” exhibition at The Hatch, guiding concept development, artist coordination, and final presentation.
ATTACHMENT A
Submit Date: Nov 19, 2025
Email Address
First Name Middle
Initial
Last Name
Street Address
City State Postal Code
Primary Phone Alternate Phone
Employer Job Title
Application for appointment and background information for City of Stockton Boards, Commissions, and Committees
Profile
Ethnicity
Hispanic
Gender
Male
What district do you live in? *
District 1
The City of Stockton uses email as the preferred method of communication regarding your application. Is this acceptable to you?
Yes No
Employer Address
Are you currently serving on a City of Stockton Board, Commission, or Committee?
Yes No
Which Boards would you like to apply for?
Arts Commission: Submitted
Leonel A Martinez
Stockton
Mobile:
Leonel A Martinez
ATTACHMENT A
Question applies to Arts Commission
NOTE: This Board requires membership with one of the following groups. If none, please remove board from your application. Outside of your profession, indicate what type of Arts you are active in? Select all that apply. * Literary Arts
Music
Photography
Visual Arts, including (but not limited to) the Public or Environmental Arts, Graphic Arts, Design, Drawing, Painting, Printmaking, Sculpture, Ceramics, and Art History\, Question applies to Arts Commission
Are you interested in or accomplished in fund-raising?
Yes No
Question applies to multiple boards
NOTE: This Board requires membership with one of the following groups. If none, please remove board from your application. Are you knowledgeable, have experience in, or extensive background in any of the following areas? Select all that apply. *
Active in community activities significant enough to confirm knowledge of issues and individuals within the community
Knowledge of new artistic & design expressions
Possess decision-making abilities
Understanding of Ethnic/Gender Diversity
Understanding of the Stockton Public Art Plan processes and implications for the City of Stockton
Willingness to tolerate/promote change
Interests & Experiences
Leonel A Martinez
ATTACHMENT A
Please tell us about yourself and why you want to serve.
My name is Leo Martinez. I am a communications director, digital storyteller, and advocate for community-centered arts based in Stockton. For the past seven years, I have worked at the intersection of creative expression, racial justice, and public health by building communications systems, supporting community storytelling, and helping organizations elevate underrepresented voices. I believe art is a public resource that fosters belonging, healing, and civic engagement. Growing up in Stockton taught me the importance of residents seeing their cultures, histories, and experiences reflected in their surroundings.
Through my work with local youth, artists, organizers, and families, I have seen how creative spaces foster leadership, confidence, and community connection. I seek to serve on the Arts Commission to help ensure Stockton’s arts infrastructure is accessible, culturally grounded, and truly representative of its residents. As a communicator, cultural worker, and parent, I am committed to building a city where creativity is recognized as essential to public health and civic dignity. My goal is to strengthen Stockton’s arts ecosystem, support local artists, and ensure our city’s cultural investments serve the communities they are meant to represent.
Please state the reason you would like to be a member of this board/commission.
I am seeking to join the Arts Commission to expand opportunities for community-driven creativity and help shape an arts landscape that reflects Stockton. My years of working with youth, storytellers, system-impacted communities, and grassroots organizations have shown me the transformative power of authentic, accessible cultural investment. My background in communications, narrative strategy, and public engagement has equipped me to translate community needs into clear, actionable plans and to amplify stories with cultural and civic impact. I hope to bring these skills to the Commission by supporting public art projects, elevating local artists, and ensuring funding and programs reach neighborhoods that benefit most from creative investment. Ultimately, I aim to help the Commission deepen cultural pride, support diverse artistic voices, and strengthen Stockton’s identity through equitable arts policy. Serving on this board is an opportunity to shape the city's cultural future that raised me.
Have you served on an advisory group before?
Yes No
How did you hear about the position?
The vacancies were promoted via social media.
City Council Policy 3.03 states that Commissioners are required to attend meetings on a regular basis. If appointed, will you be able to attend meetings regularly and devote the time necessary to fulfill your duties as a member?
Yes No
Do you or immediate family members have any relationship (professional, financial, other) that may present a potential conflict of interest for this advisory group?
Yes No
Background Information
Leonel A Martinez
ATTACHMENT A
Upload a Resume
Based on your best judgment, does this Commission make decisions that may affect any sources of income, interests in real property, or investments of you or your spouse?
Yes No
Voter Registration (Questions appear if required)
Submit Application
Enter Your Initials:
LM
Date Signed
11/19/2025
Leonel A Martinez
ATTACHMENT A
T R A I N I N G
RadComms Network Member Trainings
Butterfly Lab for Immigrant Narrative
Strategy Training
Weathering the Storm Communications
Training
Berkeley Media Studies Group
Communications Training
California Immigrant Policy Center (CIPC)
communications training.
Latino Community Foundation: Roots of
Latino Power Communications training.
JP Morgan Spitfire Strategies Training
#MyBlackCounts Census Social Media
Training
California Immigrant Resilience Fund (CIRF)
Comms Training
California Shared Story Table: Narrative
Communications Bootcamp
Revolve Impact Communications Bootcamp
(with Mike de la Rocha)
The California Endowment Digital Training
S K I L L S
Policy & Advocacy Campaigns: Action
Network, Salsa for grassroots mobilization.
Social Media Management: Buffer,
Hootsuite, Sprout Social, Loomly.
Social Media Content Creation: Facebook,
Instagram, X, LinkedIn, TikTok. Bluesky.
Email Marketing: Mailchimp, Constant
Contact, Action Network, Salsalabs
Multimedia Production: Video editing
(Final Cut Pro X, CapCut, Adobe
Premiere), Canva. Audio editing (Reason,
Logic Pro X, ProTools, Cubase, Ableton)
Bilingual Communication: Fluent in
Spanish (writing, reading, speech).
Adobe Creative Suite: Illustrator,
Photoshop, Lightroom, InDesign Acrobat.
Microsoft Office: Word, PowerPoint,
Excel, Teams, Sharepoint
CRM, Project, Workflow and Web
Management:
Asana, Airtable, Monday,
EveryAction, WordPress, Wix.
C O N T A C T
Stockton, California
2023 - 2024
COMMUNICATIONS MANAGER
Developed and executed communication strategies for annual and on-demand initiatives, ensuring all messaging aligned with organizational priorities.
Communities United For Restorative Youth Justice - Oakland, CA / Hybrid Reinvent South Stockton Coalition (RSSC) - Stockton, CA / Hybrid 2023 - 2025
Curated and led RSSC’s storytelling strategy, elevating movement narratives rooted in lived experience, cultural understanding, and community voice.
Evolved internal storytelling practices and built cross-organizational systems for gathering, shaping, and distributing stories from South Stockton residents.
Created storytelling frameworks, slogans, and branded materials to reflect RSSC’s mission, values, and community-centered objectives.
Oversaw contractors and media creators to support multi-platform storytelling efforts.
Supervised and mentored communications team members, interns, contractors, and media fellows, providing leadership development and project guidance.
Designed structures for team agendas, meeting facilitation, content pipeline management, and cross-departmental collaboration.
Applied intersectional, culturally competent approaches to narrative development across racial, gender, environmental, education, and housing justice movements.
COMMUNICATIONS & DIGITAL STORYTELLER DIRECTOR
P R O F E S S I O N A L S U M M A R Y
Communications professional with over seven years of experience developing values- driven messaging to support advocacy, movement building, and digital storytelling. Skilled in designing communications systems, integrating cross-team insights, and maintaining a consistent organizational voice across platforms. Experienced in engaging audiences, highlighting authentic stories, and translating complex, human-centered ideas into compelling digital narratives. Proficient in managing newsletters, email campaigns, website, public relations, and social media strategies, and collaborative workflows to advance programs and development. Committed to anti-oppressive practice, cultural organizing, and creative expression, with a focus on amplifying voices that advance culture and equity.
LEO MARTINEZ
Communications Director | Narrative Strategist | Digital Storyteller
E X P E R I E N C E
COMMUNICATIONS MANAGER
Public Health Advocates - Davis, CA / Remote
2025 - Present
Led statewide narrative strategy for the All Children Thrive (ACT) initiative, developing messaging frameworks that connected local wins t
o broader policy impact.
Designed campaign architecture and narrative frameworks elevating racial justice, public health equity, and community-centered storytelling.
Tracked, analyzed, and reported performance metrics for communications outputs, contributing to internal learning and funder reporting.
Aligned all communication outputs to program goals, public health priorities, and PHA’s long-term vision for statewide systems change.
ATTACHMENT A
A W A R D S
Best Nonprofit Social Media of Stockton
Awards 2020
CSU Monterey Bay Dean's List
2011, 2012
San Joaquin Delta College Dean's List
2007, 2008, 2009
Fathers & Families of San Joaquin - Stockton, CA / Hybrid 2018 - 2022
COMMUNICATIONS MANAGER
Expanded and strengthened the communications department by transforming a one- person operation into a fully staffed team that integrated IT, data analytics, and a dedicated social media unit, while providing specialized training in graphic design, photo editing, digital storytelling, and videography.
Led high-impact campaigns by designing and executing the organization’s Capital Campaign, developing strategy and materials that increased engagement and fundraising momentum.
Directed key equity initiatives by managing and operationalizing the California Immigrant Resilience Fund, overseeing outreach, data collection, narrative development, and grant reporting to support undocumented communities during the COVID-19 pandemic.
Launched the Truth Tellers Youth Media Hub by building a youth-led platform addressing incarceration alternatives, homelessness, substance abuse, domestic violence, and environmental justice, resulting in a published magazine, a video series, a podcast, and a CalEPA report.
Organized community-centered events by leading major initiatives such as the 2020 Census event and the Healing Artists Creative Series, strengthening civic participation and creative expression across the community.
R E F E R E N C E S
Communications Director of Advocacy
MARIA MACHUCA
Communications Director
MICHAEL BARE
Communications Manager
RISA JENSEN
Communications and Policy Analyst
TINA CURIEL-VEGA
Californians Together - Long Beach, CA / Remote
2022 - 2023
COMMUNICATIONS MANAGER
Led digital strategy by directing website and social media management, ensuring content stayed timely, engaging, and aligned with organizational priorities.
Strengthened brand identity by unifying narrative and visual branding across platforms and materials, elevating consistency and recognition.
Supported policy and advocacy wins by advancing narrative and communications strategies for statewide legislation, increasing campaign visibility and influence.
Made research actionable by translating complex policy reports into clear executive summaries, briefs, and accessible public-facing materials.
Deepened stakeholder engagement by producing high-impact monthly newsletters that highlighted developments, accomplishments, and organizational initiatives.
Expanded media outreach by maintaining a comprehensive database of journalists and media contacts, resulting in stronger coverage and relationships.
Modernized brand systems by updating brand and style guidelines and training staff to ensure cohesive messaging and design across all departments.
Documented organizational history by curating a statewide archive of photos, videos, and audio that preserved milestones and supported storytelling.
Equipped leadership with insights by delivering monthly communications briefings that strengthened alignment and strategic decision-making.
Led organization-wide communications strategy supporting CURYJ’s mission of youth justice, healing, and ending criminalization in Oakland and beyond.
Developed narrative frameworks that amplified community-rooted leadership, restorative justice, and system-impacted youth advocacy.
Created messaging for campaigns, public statements, website content, newsletters, impact briefs, and s
ocial media aligned with CURYJ’s program goals.
Produced high-quality written content including op-eds, press announcements, campaign storytelling, and multichannel digital communications.
Managed and grew social media presence across platforms, producing culturally rooted and politically grounded content highlighting system-impacted youth.
Developed internal workflows for gathering stories, documenting impact, and elevating youth voices at the center of CURYJ’s mission.
Supported community events, healing circles, fundraisers, and campaign actions through communications planning and materials.
E D U C A T I O N
MA in Humanities - San Francisco, CA
SAN FRANCISCO STATE
UNIVERSITY - 2012 - 2018
Music/Recording Industry: Audio
Engineering Certificate - San Francisco, CA
SFSU: COLLEGE OF EXTENDED
LEARNING - 2012 - 2015
BA in Humanities and Communication
Studies concentration in Creative
Writing and Social Action - Seaside, CA
CSU MONTEREY BAY
2010 - 2012
AA in Interdisciplinary Studies: Arts,
Humanities, and Social Sciences, AA in
Communication Studies, AA in Liberal
Arts & Humanities, AA in Art History
-
St
ockton, CA
SAN JOAQUIN DELTA COLLEGE
2007 - 2009
ATTACHMENT A
Resolution No.
STOCKTON CITY COUNCIL
RESOLUTION APPOINTING AMELIA LEWIS AND LEONEL MARTINEZ TO THE
STOCKTON ARTS COMMISSION
The Stockton Arts Commission acts in an advisory capacity to the Stockton City Council in connection with the artistic and cultural development of the City; and
The Stockton Arts Commission promotes and encourages programs that further the development and public awareness of all the arts including public art, fine arts, and performing arts; and
The Stockton Arts Commission recommends the appointment of Amelia Lewis and Leonel Martinez for one term to expire on April 1, 2030: and
In accordance with Stockton Municipal Code Section 2.94.040.A, members of the Stockton Arts Commission are appointed by the Mayor with approval of the City Council; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:
1. The City Council appoints Amelia Lewis to the Stockton Arts Commission.
2. The City Council appoints Leonel Martinez to the Stockton Arts Commission
3. Commissioner terms will commence immediately upon approval and expire on April 1, 2030.
4. The Mayor with approval of the City Council agrees with the current recommendations of the Stockton Arts Commission and the Community Services Department.
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5. The City Manager, or designee, is authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.
PASSED, APPROVED, and ADOPTED March 31, 2026 .
CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:
KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
City of Stockton
Legislation Text
File #: 25-1164, Version: 1
ADOPT A RESOLUTION AWARDING MULTIPLE PROFESSIONAL SERVICES AGREEMENTS FOR THE ENTREPRENEURSHIP ECOSYSTEM BUILDING PROGRAM (PUR 26-004)
RECOMMENDATION
It is recommended that the City Council adopt a Resolution to:
1. Approve findings which support and justify an exception to the competitive bidding process pursuant to Stockton Municipal Code section 3.68.070(A)(3), where the City used a competitive Request for Proposals process.
2. Authorize the City Manager, or designee, to enter into three (3) Professional Services Agreements with selected business service organizations for the Entrepreneurship Ecosystem Building Program (PUR 26-004), funded through the Community Development Block Grant (CDBG) program, for a total of $307,290. The agreements will be for one-year terms beginning April 1, 2026, with the option to extend for up to one additional year, if funding allows; and
3. Authorize the City Manager, or designee, to take appropriate actions to carry out the purpose and intent of this Resolution.
Summary
The City of Stockton (City) issued a Request for Proposals (RFP) (Attachment A - Request for Proposals (PUR 26-004)) for Entrepreneurship Ecosystem Building services, to identify qualified community-based organizations capable of delivering technical assistance and programming to support underserved entrepreneurs and small businesses within the City.
A total of $350,000 in CDBG funds was made available through this solicitation. The review panel, consisting of three evaluators representing the Economic Development Department and partner organizations, evaluated and scored all proposals in accordance with the criteria established in the RFP.
Based on the final scoring and available funding, three organizations are being recommended for award, totaling $307,290. Each selected organization will receive a Professional Services Agreement specifying a defined scope of work, budget, and reporting requirements.
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File #: 25-1164, Version: 1
DISCUSSION
Background
The Entrepreneurship Ecosystem Building Program supports the City’s ongoing efforts to expand inclusive economic opportunities consistent with the 2025-2029 Consolidated Plan and Economic Development Strategic Action Plan (2022).
The initiative is designed to strengthen Stockton’s entrepreneurial ecosystem by investing in local organizations that provide direct technical assistance, business training, and capacity-building for low - and moderate-income entrepreneurs and small businesses. The program seeks to address these gaps by:
1. Guiding entrepreneurs through business formalization
2. Enhancing digital and operational capacities
3. Improving access to financial resources
4. Fostering sustainable economic growth through targeted technical support Present Situation
On September 4, 2025, the City issued a Request for Proposals (PUR 26-004) to provide entrepreneur and small business support services to local businesses. Proposals were due October 16, 2025, with a total of 11 proposals submitted by the deadline.
The evaluation panel, comprised of a reviewer from the Economic Development Department, Community Services Department, and a third-party industry expert; independently reviewed and scored each proposal based on criteria outlined in the RFP, including organizational capacity, project vision, program readiness, financial feasibility, and alignment with CDBG objectives.
Following the scoring process, staff recommends awarding contracts to the following organizations:
A Tavola Together Foundation
Award Amount: $102,500
Scope of Work: Facilitating the Stockton Community Kitchen Food Incubator program, which will provide a 16-week program with culinary classroom instruction, business development, and hands-on mentoring for early-stage food businesses. Through this program A Tavola Together Foundation aims to host a dedicated cohort with a 75-80% completion rate.
Uptima Entrepreneur Cooperative
Award Amount: $81,540
Scope of Work: Creating a Small Business & Cooperative Development program that focuses on providing outreach, monthly workshops, and one-on-one advising and consulting to help Stockton’s small business and cooperatives owners, especially those from low- to moderate-income (LMI) communities. Through the program, Uptima aims to serve 100-120 business owners through our workshop series and provide intensive one-on-one advising and consulting to support the growth and retention of 20-30 small businesses and cooperatives.
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San Joaquin Small Business Development Center
Award Amount: $123,250
Scope of Work: Launching the Stockton Incubator: Business Launch Accelerator program, which will include a one-week entrepreneurship “boot camp” - equipping participants with readiness training and the resources to formalize their business, followed by one-on-one advising for low- to moderate- income residents. Through this program, SBDC aims to serve 20 entrepreneurs being formally registered, with business websites and branded materials.
An additional $2,500 was added to each contract with the caveat that each organization would need to host a workshop or informational session about the contract activities during Stockton Small Business Week (May 2026). These funds will support any expenses and activities related to that event, including staffing costs, equipment rental, printed materials, or other supplies.
Each agreement will define program deliverables, measurable outcomes, and required documentation to ensure compliance with CDBG regulations, including quarterly reporting and verification of low-to-moderate-income beneficiaries.
Findings
The following findings justify and support the exception to competitive bidding, as stated under SMC Section 3.68.070:
1. Due to the specific nature of the project and industry, use of the RFP process is appropriate since it relies on evaluation of a service provider’s established professional experience, conduct, and performance as it relates to business support services and programing.
2. The scope involves a specialized field, and its success requires experienced professionals who have successfully implemented and performed such services.
Based on the above facts, staff recommends the award of funds to A Tavola Together Foundation; Uptima Entrepreneur Cooperative; and the San Joaquin Small Business Development Center, which is operated by the California Asian Pacific Chamber of Commerce for their entrepreneur support services.
FINANCIAL SUMMARY
The proposed amount of these contracts shall not exceed $307,290, collectively. Funding for these services is included in the FY 2025-26 Community Development Block Grant funds. All funds will be disbursed on a reimbursement basis consistent with federal grant requirements under 2 CFR Part 200 and 24 CFR Part 570.
Attachment A - Request for Proposals (PUR 26-004)
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REQUEST FOR PROPOSALS (RFP)
PUR 26-004
ENTREPRENEURSHIP ECOSYSTEM BUILDING
PROPOSALS WILL BE RECEIVED UNTIL THE HOUR OF 2:00 PM,
THURSDAY, OCTOBER 16, 2025; ELECTRONICALLY AT
[email protected]
ATTACHMENT A
REQUEST FOR PROPOSALS (RFP)
ENTREPRENEURSHIP ECOSYSTEM BUILDING
* Dates and times may be modified as deemed necessary by the City. Any alterations to the schedule will be communicated through the City's Bid Flash Platform. Respondents are responsible for regularly monitoring Bid Flash for any adjustments and updates. *
RFP INFORMATION
PUR 26-004
Contact Timothy Caluya
Email Address [email protected]
Pre-Submittal Meeting Microsoft Teams; Date and Time TBD RFP Submittal
Electronic Mail
[email protected]
Due Date for Questions
and Clarifications
September 18, 2025; 2:00 pm PST
Due Date for Response to
Questions/Clarifications
September 25, 2025;
RFP Submittal Due Date
& Time
October 16, 2025; 2:00 pm PST
Proposal shall be electronically delivered to
the email address above at or before the
hour stated. Proposals arriving after the
opening deadline will not be accepted.
Short-List Interviews
(if applicable)
TBD
Notification of Intent to
Award
TBD
Anticipated Date for
Council Approval
TBD
ATTACHMENT A
NOTICE INVITING PROPOSALS
NOTICE IS HEREBY GIVEN that sealed proposals will be received no later than Thursday, October 16, 2025, at 2:00 pm (local time) by the City of Stockton, California for Entrepreneurship Ecosystem Building – PUR 26-004 in strict accordance with the specifications.
The City of Stockton, herein after referred to as the “City”, is requesting proposals from firms or individuals, herein after referred to as “Proponent” to provide Entrepreneurship Ecosystem Building services to the City. The City , by using Community Development Block Grant (CDBG) funds, is seeking to award community-based organizations that will help foster economic development by supporting business service organizations that provide essential technical assistance to underserved entrepreneurs and small businesses in the City of Stockton.
Each Proposal shall be marked "PROPOSAL" and shall indicate the project name, number, and proposal opening date, and shall be electronically delivered to the email address below at or before the hour stated. Each Proponent must be licensed in accordance with applicable California State Law.
Proposal forms and specifications are available on the City’s website at:
www.stocktonca.gov/eddbid. Proposals must be electronically delivered to [email protected]. Proponents will only be identified as responding to the RFP; no proposals will be opened or read aloud.
The City reserves the right to reject any/or all proposals received and re-advertise.
For questions about this project, please contact Timothy Caluya at [email protected] or (209) 937-8357.
KATHERINE ROLAND, CMC, CPMC, CITY CLERK
CITY OF STOCKTON
ATTACHMENT A
Contents
1.0 BACKGROUND/SUMMARY ........................................................................................... 6
2.0 SCOPE OF SERVICES ................................................................................................... 6
2.1 GOALS AND OBJECTIVES ......................................................................................... 6
2.2 CDBG NATIONAL OBJECTIVE ................................................................................... 8
2.3 ELIGIBLE ACTIVITIES ................................................................................................. 9
2.4 INELIGIBLE USE OF FUNDS .....................................................................................10
2.5 FUNDING PARAMETERS ...........................................................................................10
2.6 REPORTING AND REIMBURSEMENT REQUIREMENTS .........................................11
3.0 PROJECT SCHEDULE OF EVENTS ............................................................................12
4.0 SUBMITTAL REQUIREMENTS .....................................................................................12
4.1 PROPOSAL GUIDELINES, CONTENT, AND FORMAT .............................................12
4.2 OTHER REQUIREMENTS AND REQUIRED FORMS .................................................12
5.0 SELECTION CRITERIA & EVALUATION ......................................................................14
5.1 QUALIFICATIONS AND EXPERIENCE ......................................................................15
5.2 METHOD OF APPROACH .......................................................................................... 17
5.3 PRICE SHEET .............................................................................................................17
6.0 CITY REQUIREMENTS ................................................................................................. 17
6.1 CITY RESPONSIBILITIES ...........................................................................................17
6.2 LOCAL BUSINESS PREFERENCE ............................................................................18
6.3 MANDATORY/OPTIONAL PRE-SUBMITTAL MEETING............................................18
6.4 TERM ..........................................................................................................................18
6.5 OTHER GOVERNMENT AGENCIES ..........................................................................18
6.6 INSURANCE REQUIREMENTS ..................................................................................18
6.7 APPLICABLE LAW .....................................................................................................19
6.8 METHOD OF PAYMENT .............................................................................................19
6.9 NOTICE TO OUT OF STATE BUSINESS ...................................................................19
6.10 CONFIDENTIALITY .....................................................................................................19
6.11 PROTEST POLICY ......................................................................................................19
6.11.A PROTEST PROCEDURE ..................................................................................19
6.11.B PROTEST REVIEW ...........................................................................................20
7.0 GENERAL REQUIREMENTS, TERMS & CONDITIONS ...............................................21
7.1 CONSEQUENCE OF PROPOSAL SUBMISSION .......................................................21
7.2 ACCEPTANCE OR REJECTION OF PROPOSAL ......................................................21
ATTACHMENT A
7.3 RIGHT TO CHANGE OR AMEND REQUEST .............................................................21
7.4 CANCELLATION .........................................................................................................22
7.5 EXAMINATION OF PROPOSAL MATERIALS ............................................................22
7.6 ADDENDA AND INTERPRETATION ..........................................................................22
7.7 DISQUALIFICATION ...................................................................................................22
7.8 CONDITIONS IF WORK IS SUBCONTRACTED .........................................................23
7.9 LICENSING REQUIREMENTS ....................................................................................23
7.10 INDEMNITY AND HOLD HARMLESS .........................................................................23
7.11 COMPETITIVE PRICING .............................................................................................23
7.12 AVAILABLE FUNDING ...............................................................................................23
7.13 TERMINATION FOR CONVENIENCE .........................................................................24
7.14 AUDITING CHARGES AND SERVICES .....................................................................24
7.15 CHANGES ...................................................................................................................24
7.16 AWARD .......................................................................................................................24
8.0 PROPOSAL DOCUMENTS ......................................................................................... 8-1 ATTACHMENT A – PROJECT SUBMITTAL CHECKLIST .................................................... 8-2 ATTACHMENT B- PROPONENT’S COVENANT ................................................................... 8-3 ATTACHMENT C - NON-COLLUSION AFFIDAVIT ............................................................... 8-4 ATTACHMENT D – AGENCY REFERENCE FORM .............................................................. 8-6 ATTACHMENT E – CERTIFICATION OF FINANCIAL CONDITION ...................................... 8-7 ATTACHMENT F – COST/PRICE PROPOSAL ...................................................................... 8-8 ATTACHMENT G - SUBCONTRACTOR LIST ....................................................................... 8-9 ATTACHMENT H - EXCEPTIONS ........................................................................................ 8- 10
9.0 PROPOSAL EXHIBITS ................................................................................................... 9-1
9.1 EXHIBIT 1 – INSURANCE REQUIREMENTS ........................................................... 9-1
9.2 EXHIBIT 2 – SAMPLE CONTRACT – CDBG AGREEMENT .................................... 9-1
9.3 EXHIBIT 3 – 2020-2025 CONSOLIDATED PLAN (2025) AND 2025-2026 ANNUAL ACTION PLAN (2025) ............................................................................................... 9-1
9.4 EXHIBIT 4 – ECONOMIC DEVELOPMENT STRATEGIC ACTION PLAN (2022)) ... 9-1
ATTACHMENT A
1.0 BACKGROUND/SUMMARY
The City of Stockton (City) is providing up to $350,000 in Community Development Block Grant (CDBG) funds for community-based organizations to deliver technical assistance to local entrepreneurs and small businesses.
The funding source for this grant program is CDBG funds. The City of Stockton receives federal funds from the U.S. Department of Housing and Urban Development (HUD) CDBG program to assist low and moderate-income persons, expand economic opportunities, provide decent housing, and/or provide a suitable living environment. HUD funding is distributed to the City with the expectation that funds will be used to fulfill the specific goals, objectives, and priority needs identified in the City’s five-year Consolidated Plan.
The purpose of this program is to foster economic development by supporting business service organizations that provide essential technical assistance to underserved entrepreneurs and small businesses in Stockton. This grant seeks to address these gaps by:
1. Guiding entrepreneurs through business formalization
2. Enhancing digital and operational capacities
3. Improve access to financial resources
4. Fostering sustainable economic growth through targeted technical support
2.0 SCOPE OF SERVICES
2.1 GOALS AND OBJECTIVES
The 2025 Stockton Entrepreneurial Ecosystem Building Grant intends to fund initiatives designed to strengthen and expand Stockton’s entrepreneurial ecosystem by focusing on technical assistance (TA) and programming for local entrepreneurs and microenterprises. This program aligns with the City’s 2025-2029 Consolidated Plan and Economic Development Strategic Action Plan (EDSAP), both of which emphasize the strengthening of the local business climate and developing workforce capacity.
The City aims to fund business service organizations with the capacity to engage extensively with the local business community, particularly underserved and historically marginalized groups. By focusing on technical assistance, the grant seeks to empower local entrepreneurs with essential skills, tools, and resources needed to formalize and grow their businesses successfully. Through this approach, the program fosters inclusive economic development, promotes wealth-building opportunities, and drives sustainable long-term prosperity for all Stockton residents.
Objectives
Priority projects for funding include, but are not limited to, the following areas of focus:
1. One-on-One Business Consulting and Technical Assistance: Provide individualized support to guide entrepreneurs and small businesses
ATTACHMENT A
through the process of formalizing their business, including legal structure, business registration, and compliance with local regulations.
2. Financial Consultation and Access to Capital: Offer technical assistance in navigating financing options, improving financial management, and securing funding. This includes connecting entrepreneurs with resources to access capital for growth and expansion.
3. Business Management and Compliance Services: Provide targeted support on essential business operations such as human resources, insurance, tax obligations, and legal compliance to ensure businesses are properly structured and ready for sustainable growth.
4. Comprehensive Legal Services for Businesses: Providing businesses with essential legal support to ensure compliance, protect assets, and facilitate growth. Services include business formation, contract drafting and review, intellectual property protection, regulatory compliance, and dispute resolution. By offering expert legal guidance, businesses can navigate complex legal landscapes, mitigate risks, and establish a strong foundation for long-term success.
5. Succession Planning for Businesses: Guiding small businesses through a strategic process where businesses identify and develop internal candidates to fill key leadership positions or purchase the business, ensuring business continuity and minimizing disruptions allowing current leaders to leave or retire.
6. Entrepreneurial Co-op Training: Offer specialized training to help develop a business structure where multiple individuals or entrepreneurs collaborate to create and operate a venture together, sharing ownership, decision-making, and profits to support the creation of co-op businesses.
7. Food Incubator Support: Offer specialized support for food entrepreneurs, including access to incubator space, business formalization assistance, and technical resources to help them navigate the unique challenges of the food industry.
8. Digital and Operational Capacity Enhancement: Help businesses enhance their digital presence and operational efficiency by providing resources for website development, e-commerce, online POS systems, and social media strategies, all designed to improve business visibility and functionality.
9. Manufacturing and Logistics Education for Businesses: Providing businesses with essential training in manufacturing processes, supply chain management, and logistics optimization to enhance efficiency and productivity. Topics include inventory control, quality assurance, production planning, distribution strategies, and cost management. By equipping entrepreneurs with practical knowledge and industry best
ATTACHMENT A
practices, businesses can streamline operations, reduce waste, and improve overall supply chain performance for sustainable growth.
10. Coworking and Incubator Opportunities: Facilitate access to coworking spaces and business incubators that provide not only physical space but also the necessary resources, mentorship, and technical assistance to help entrepreneurs formalize and grow their businesses.
2.2 CDBG NATIONAL OBJECTIVE
The authorizing statute of the CDBG program requires that each activity funded must meet one of the three National Objectives. The three National Objectives are:
• Benefit to low- and moderate-income (LMI) persons;
• Aid in the prevention or elimination of slums or blight; and • Meet a need having a particular urgency (e.g. local natural disaster) This RFP solicits programs that will primarily benefit LMI persons. For Economic Development activities, the following categories are used to meet the LMI National Objective:
• Low Mod Limited Clientele (LMC)
The following table reflects the current income limits for CDBG activities:
% of
AMI
1-Person
Household
2-Person
Household
3-Person
Household
4-Person
Household
30% $20,250 $23,150 $26,050 $31,200
50% $33,750 $38,600 $43,400 $48,200
80% $54,000 $61,700 $69,400 $77,100
% of
AMI
(cont’d)
5-Person
Household
6-Person
Household
7-Person
Household
8-Person
Household
30% $36,580 $41,960 $47,340 $52,720
50% $52,100 $55,950 $59,800 $63,650
80% $83,800 $89,450 $95,000 $101,800
Per 24 CFR 570.208(a), activities classified as limited clientele require that at least 51 percent of the beneficiaries be LMI persons. Eligibility under this category is determined by the number of LMI individuals who directly benefit from the activity, rather than by providing benefits to all residents within a geographic area. For this project, the City of Stockton requires one hundred percent of the beneficiaries to be LMI persons.
To determine beneficiary qualification under the limited clientele category, activities must satisfy one of the following criteria:
ATTACHMENT A
• For all households served, documentation of household size and income must be collected and maintained to verify that 100 percent of the clientele are LMI individuals; or
• The activity may qualify under the Limited Clientele (LMC) national objective if it involves microenterprise assistance or development carried out in accordance with HUD regulations, where the individual owning or developing the microenterprise is an LMI person.
2.3 ELIGIBLE ACTIVITIES
CDBG may fund a variety of economic development activities. For the purpose of this RFP, CDBG funds shall be used for eligible microenterprise activities including providing (24 CFR 570.201(o)):
• Credit, including, but not limited to, grants, loans, loan guarantees, Individual Development Accounts (IDAs), and other forms of financial support for the establishment, stabilization, and expansion of microenterprises;
• Technical assistance, advice, and business services to owners of microenterprises and persons developing microenterprises; • Training, technical assistance, or other support services to increase the capacity of recipients or subrecipients to carryout microenterprise activities.
The CDBG regulations provide the following definitions:
• A “microenterprise” is a commercial enterprise that has five or fewer employees, one or more of whom owns the enterprise.
• “Persons developing microenterprises” means persons who have expressed interest in and who are, or after an initial screening process are expected to be, actively working toward developing businesses, each of which is expected to be a microenterprise at the time it is formed.
Eligible Use of Funds
1. Staff salaries for implementing the program
2. Program-related supplies
3. Marketing and outreach efforts for the program
4. Professional services directly related to the project
5. A portion of rent (including venue rental) and utility costs for providing services
6. Food and beverage costs for program-related events (excluding alcohol)
ATTACHMENT A
2.4 INELIGIBLE USE OF FUNDS
• Political activities
• Events or programming that limit participation based on sex, race, color, religion, ancestry, national origin, disability, medical condition, marital status, or sexual orientation
• General operating expenses unrelated to the proposed project • Costs incurred outside the approved grant period
• Re-granting, donations, sponsorships, or contributions to other organizations
This list of ineligible activities is not exhaustive.
If you are uncertain as to whether or not a proposed activity is eligible, please contact [email protected] or (209) 937-8537.
2.5 FUNDING PARAMETERS
Federal Funding
The 2025 Stockton Entrepreneurial Ecosystem Building Grant is funded through the Community Development Block Grant (CDBG) provided by the U.S. Department of Housing and Urban Development (HUD). These funds are dedicated to supporting economic recovery, expanding opportunities, and empowering low-to-moderate-income entrepreneurs in Stockton to develop sustainable business practices.
The 2025/2026 Annual Action Plan, a component of the City's five-year Consolidated Plan, outlines the City's allocation of CDBG funds to support projects that address local priorities, including economic development and community revitalization. This plan helps guide funding decisions to ensure alignment with HUD objectives and local needs while supporting the Economic Development Strategic Action Plan, aimed at mitigating economic impacts, promoting equitable recovery, and fostering sustainable growth.
Amount Available
A total of $350,000 is available for the 2025 Stockton Entrepreneurial Ecosystem Building Grant, funded through Community Development Block Grant (CDBG) resources.
Grant Funding Request
The minimum funding request per application is $75,000.
ATTACHMENT A
Payment Disbursement Method
The City will issue payment on a reimbursement basis. For this grant program, reimbursement means the grantee must submit documentation of eligible expenses to receive funding.
2.6 REPORTING AND REIMBURSEMENT REQUIREMENTS
Reporting Requirements
Funded organizations will be required to maintain records on program beneficiaries (i.e. clients served), as well as other records necessary to document all services provided and/or activities carried out.
Using primary and secondary records, organizations will prepare and submit a quarterly performance report, which contacts project outputs and beneficiary data (e.g. race, ethnicity, household income level, etc.), and a highlighted success story.
To that note, awarded organizations shall submit the following reporting matrices to the City:
1. Monthly Reporting Matrix: Awardee must submit quantitative data on program activities and measurable outcomes to track progress and ensure accountability.
2. Quarterly Reporting Matrix: Grantees must submit qualitative data, including success stories, participant feedback, and narrative descriptions showcasing program impact and success, along with invoices for eligible program expenses.
3. Final Reporting Matrix: At the program's conclusion, grantees must submit a final report summarizing overall program performance, impact, and key outcomes achieved.
All three reporting matrices are mandatory. Additionally, self-certification forms must be completed by sub-recipients and/or individuals served and submitted alongside the quarterly reports provided by deadlines. The City will supply all necessary reporting templates.
Reimbursement Requirements
All CDBG grant awards will be made on a reimbursement basis (meaning the organization must incur the costs first and subsequently seek City reimbursement). The City of Stockton will reimburse funds based upon reporting information submitted by the organization. Expenditures must be consistent with the approved budget, as contained in the executed agreement between the City of Stockton and the organization. Only eligible expenses will be approved for reimbursements. Costs must be necessary, reasonable, and documented (per 2 CFR 200 Subpart E).
Funded organizations must submit reimbursement requests periodically (quarterly) and should follow the City’s reimbursement procedures to ensure timely reimbursements. City of Stockton CDBG staff will review all reimbursement requests, performance/beneficiary data reports, and supporting documentation for eligibility, completeness, and accuracy, prior to approving the reimbursement requests for processing. Only those items included in the approved budget, or through an approved budget amendment will be eligible for reimbursement.
ATTACHMENT A
NOTE: An allocation of CDBG funds does not authorize the implementation of project services or expenditure accrual. Only an executed written agreement or a Memorandum of Understanding (MOU) with the City of Stockton authorizes the approved project services. Any project services provided or expenditures accrued and/or incurred prior to the start date of the executed agreement will not be eligible for reimbursement with CDBG funds. The expected term of the CDBG agreement will be July 1, 2025 – June 30, 2026.
3.0 PROJECT SCHEDULE OF EVENTS
The dates indicated within this RFP are the anticipated milestones for this project. All dates are subject to change at the convenience of the City. All changes to this schedule will be posted on the City’s Bid Flash platform.
4.0 SUBMITTAL REQUIREMENTS
4.1 PROPOSAL GUIDELINES, CONTENT, AND FORMAT
The City of Stockton uses a qualifications-based selection process in obtaining these services. In order for the City to properly evaluate the Proponents’ qualification to perform this work, the proposals shall include, as a minimum, the following information:
A. Evidence of the Proponent’s ability to be responsive to this project in regard to timeliness and expertise, including availability of staff proposed to be assigned.
B. The Proponents are encouraged to expand on the Scope of Work to demonstrate their expertise. Evaluation of the proposals will be based on qualifications, the experience of staff proposed to be assigned to the project, references, and thoroughness of the Proponent’s response to the Scope of Services.
C. Such additional information that the Proponent may feel would be pertinent to assist the City of Stockton in making its final decision.
D. Please submit one (1) electronic version of the proposal to [email protected] .
Proposal fee, use Attachment F; shall be submitted as a separate electronic file from the submitted proposal. If the file is too large, it can be hand-delivered or mailed (with a flash drive) to the City Clerk Office, 425 N. El Dorado Street, Stockton, CA 95202.
E. Material and data not specifically requested for consideration, but which the Proponent wishes to submit, must not appear with the Proposal but may appear only in an “Additional Data” section. This has specific reference to the following types of data: Generalized narrative of supplementary information, and Supplementary graphic material.
F. All proposals must be signed with the full name of the Proponent, if an individual; by an authorized general partner, if a partnership; or by an authorized officer, if a corporation.
G. When proposals are signed by an agent other than an officer of a corporation or a member of a general partnership, a power of attorney authorizing the signature must be submitted with the proposal.
H. The original proposal shall be signed. Modification to a proposal after the proposal submittal deadline will not be accepted by the City.
4.2 OTHER REQUIREMENTS AND REQUIRED FORMS
Board of Directors (if applicable)
a. Current roster of Board of Directors (including: Name, Address, Current Position, Current Employer)
b. Copy of Board of Directors’ authorization to request funding and designation of the authorized official
ATTACHMENT A
c. Copy of Board of Directors’ authorization to request funding and designation of the authorized official
Financials
a. Copy of Board of Directors’ authorization to request funding and designation of the authorized official
b. Financial statements for the last three years: 2022, 2023, 2024 c. Organizational and operational budget for the current fiscal year d. 501(c)(3) Tax Exemption Letter or Articles of Incorporation Supportive Information and Resources
To strengthen your application, consider the following tips. Remember, submitting an application does not guarantee funding, and the City reserves the right to fund or not fund applications.
a. Answer all questions completely, including as much relevant information as possible (e.g., cost estimates, past accomplishments).
b. Submit the application by the deadline to avoid disqualification. • Davis-Bacon. Please note all federally funded construction projects are subject to Davis Bacon prevailing wage requirements. For further information about Davis Bacon wages call (209) 937-8359. This is for construction projects only. • Leveraging Funds: Budgets should list all sources of financial support contributing to the project. The City values projects that demonstrate diverse funding sources and encourages applicants to explore additional financial resources when possible. • Fund Usage by Deadline: Only projects ready to begin operations and able to complete within the grant agreement period will be considered. • Payments against Allocated Funds: Funding is on a reimbursement basis for Organizations and Entrepreneurs. Expenses incurred before contractual agreements cannot be reimbursed as per federal regulations.
• Attachments: Ensure all required attachments are included (e.g., financial statements, rosters, tax status).
• Letters of Recommendation: Not required.
• Unique Entity Identifier (UEI) : A UEI is required for organizations receiving federal funding. Individual entrepreneurs are exempt from this requirement. Apply for a UEI at https://www.SAM.gov.
Please submit one (1) electronic version of the proposal to [email protected] . Proposal fee, u se Attachment F ; shall be submitted as a separate electronic file from the submitted proposal. If the file is too large, it can be hand- delivered or mailed (with a flash drive) to the City Clerk Office, 425 N. El Dorado Street, Stockton, CA 95202.
ATTACHMENT A
Material and data not specifically requested for consideration, but which the Proponent wishes to submit, must not appear with the Proposal but may appear only in an “Additional Data” section.
This has specific reference to the following types of data: Generalized narrative of supplementary information, and Supplementary graphic material.
All proposals must be signed with the full name of the Proponent, if an individual; by an authorized general partner, if a partnership; or by an authorized officer, if a corporation.
When proposals are signed by an agent other than an officer of a corporation or a member of a general partnership, a power of attorney authorizing the signature must be submitted with the proposal.
The original proposal shall be signed. Modification to a proposal after the proposal submittal deadline will not be accepted by the City.
5.0 SELECTION CRITERIA & EVALUATION
The City is interested in selecting a qualified firm with the ability to provide the scope of work described in this solicitation and the resulting awarded contract . A key component for the successful firm will be the ability to meet the performance desires of the City while minimizing the cost.
The Evaluation Panel will consist of City of Stockton staff and any other person(s) designated by the City. Following review of the proposals, the Panel may invite one or more Proponents to make an oral presentation. During these presentations, the Proponent will be allowed to present such information as may be appropriate in order that the Panel can effectively and objectively analyze all materials and documentation submitted as part of the proposals.
Each firm must be represented by an individual who will be the prime contact person to the City and any other individuals whom the firm may select. The highest -rated proposal(s) will then be further scrutinized through financial analysis and reference checks.
Proposals shall be evaluated according to : demonstrated understanding of required tasks, technical approach to specified operations, qualifications of staff, experience of the company, demonstrated knowledge of best practices for the identified scope, financial business strength, and fee schedule proposal. Proper format and demonstrated experience will merit consideration.
To that end, each proposal will be evaluated based on, but not limited to, the following criteria, listed in relative order of importance:
A. Project Vision & Implementation
B. Agency Capacity to Deliver Project & Financial Management C. Analysis of Program Readiness
D. Project Budget - Completed and Signed Under Separate Cover E. Interview/Presentation, if applicable; and
In addition, each proposal shall also contain the following completed documents:
G. Proponent’s Covenant;
H. Non-Collusion Affidavit;
I. Submitted and signed Addendums;
J. Certification of Financial Condition;
ATTACHMENT A
Proponents may elect to submit proposals that include multiple organizations (subcontractors).
If including multiple subcontractors, then background information needs to be provided for each subcontractor as well as a clear description of what their scope(s) of work will be.
COVER LETTER:
Submit a letter on your company letterhead addressing the proposal and format. The letter should be signed by an officer of the firm authorized to bind the firm to all comments made in the proposal, and shall include the name, address, phone number, and e-mail address of the person(s) to contact who will be authorized to represent your firm.
In no more than three (3) pages, the Cover Letter and Executive Summary shall include:
1. The names of the key members of the Proponent team;
2. The mailing address, telephone number, and the name of the main point of contact for the Proponent team;
3. A summary of the consultant’s experience and qualifications, as it relates to the Scope of Work of this solicitation and the significant advantages to selecting the Proponent;
4. An acknowledgement of receiving any addendum(s) to the solicitation document.
5. Indicate that the proposal and all its contents, including the fee proposal, are valid for a period of 120 days.
5.1 QUALIFICATIONS AND EXPERIENCE
1. Program Narrative
Proponents must provide a detailed description of the proposed project or activity in the application. Describe the organization’s plan to implement the proposed project or activity, including measurable deliverables relative to the project and funding request.
Applicants should explain how the project or activity meets local needs or service gaps in Stockton. Additionally, describe the type of clients served (e.g., business scale, industry, number of employees) and outline a strategy for ensuring low-to-moderate- income (LMI) clients in Stockton benefit from the project or activity.
a. Define the goals of the program
What do you want to achieve with this microenterprise development program? How will you integrate your microenterprise development efforts with larger community concerns? Are you trying to create jobs, service businesses, or generate more income in a specific area?
b. Identify the target market
What is the geographic area you want to serve?
What kinds of industries/businesses are needed to improve the community? c. Method for tracking outcomes
Microenterprise development programs should have clearly defined outcomes, such as number of jobs created, amount of assistance provided, success rate of microenterprise businesses assisted, and technical assistance provided
2. Proposer’s Project Team and Relevant Experience
Include a complete but succinct description of the proposed project team, key personnel, and project experience as outlined below.
ATTACHMENT A
a. Project Team
i. Identify each project team member and their roles and responsibilities in this project. In addition, identify the entity with the legal authority to execute any contract with the City on the Proposer’s behalf; ii. Provide a brief description of each team member’s firm and size, local organizational structure (as applicable), capacity and resources; iii. Provide a brief description of each team member’s experience performing their role and responsibility within the team within the last five (5) years, highlighting any similar projects that they have worked on in this capacity;
iv. Describe the project team’s overall approach to project management and oversight throughout the term of the project, including responsibilities for day -to-day project management, document management, and risk management; and
v. Include an organizational chart diagramming the project team members’ relationship.
b. Key Personnel
Identify key personnel proposed to work on the project. The persons listed will be considered committed to the project with no substitutions allowed without prior approval by the City. A resume or biography for each person shall be submitted and shall not exceed one (1) page each. Each key personnel shall demonstrate the following:
i. At least five (5) years of experience in proposed project role, and ii. Worked on a minimum of one (1) project similar to the City’s c. Project Experience
Provide project examples demonstrating the project team’s experience in the past five (5) years specifically related to the Program Goals and Objectives.
Individual project examples shall not exceed one (1) page and shall include, but are not limited to the following information:
i. Name of the project;
ii. Project Description;
3. References
Provide a list of references with the current contact person, e-mail address, and phone number who may be contacted regarding firm performance. Use Attachment D for references.
The review team will conduct a background reference review of each respondent.
Please include the following information for three (3) projects that the proposed consultant team worked on together:
A. Name of the Agency or Firm
B. Location of the Project
C. Name, title, and contact information for the client.
D. Description of Services
E. Dates of the Project
ATTACHMENT A
4. Financial Capacity
The Proponent must be able to demonstrate a good record of performance and have sufficient financial resources to ensure that they can satisfactorily provide the services required herein.
All Proponents are required to fill out Attachment E – Certification of Financial Condition.
The Proponent deemed best evaluated and which the City intends to enter into a contract will be required to submit a full and detailed presentation of the true condition of the Proponent’s assets, liabilities, and net worth. The report should include a balance sheet and an income statement. If the Proponent is a new partnership or joint venture, individual financial statements must be submitted for each general partner or joint venture thereof. If the firm is a publicly held corporation, the most current annual report should be submitted.
Any Proponent who, at the time of submission, is involved in an ongoing bankruptcy as a debtor, or in a reorganization, liquidation, or dissolution proceeding, or if a trustee or receiver has been appointed over all or a substantial portion of the property of the Proponent under federal bankruptcy law or any state insolvency, may be declared non-responsive.
5.2 METHOD OF APPROACH
1. Proponent shall submit a statement indicating that they understand the requirements of the Scope of Work.
2. Explain in detail how your firm will meet the requirements of the Scope of Work.
3. Explain the best practices your firm will use in providing the proposed services.
4. Describe your firm’s quality assurance practices and processes to ensure high- quality delivery of services to meet the requirements of this solicitation
5.3 PRICE SHEET
1. Using Attachment F – Cost/Price Proposal for required services. Proponent must submit a signed proposal fee under a separate electronic file. Do not include it in the technical proposal response. Provide a detailed basic fee structure and breakdown of any other charges related to your firm’s proposal as specified. Finalist’s fee structure may be subject to negotiation.
6.0 CITY REQUIREMENTS
6.1 CITY RESPONSIBILITIES
City will provide all readily available documentation and data necessary for completing the above tasks.
Staff will be available as necessary and will assist with the coordination of stakeholder meetings.
ATTACHMENT A
6.2 LOCAL BUSINESS PREFERENCE
Stockton Municipal Code Section 3.68.090 reads as follows:
Preference shall be given to the purchase of supplies, materials, equipment, and contractual services from local merchants, quality and price being equal. Local merchants who have a physical business location within the boundaries of San Joaquin County, and who have applied for and paid a business license tax and registration fee pursuant to Stockton Municipal Code Title 5, Chapter 5.08, License Taxes, shall be granted two (2) percent bid preference. Local merchants who have a physical business location within the boundaries of the City of Stockton, and who have applied for and paid a business license tax and registration fee pursuant to Stockton Municipal Code Title 5, Chapter 5.08, License Taxes, shall be granted five (5) percent bid preference. This section is intended to provide preference in the award of certain City contracts in order to encourage businesses to move into and expand within the City. (Ord. 2014- 03-18- 1601 C.S. § 1; prior code § 3-106.1)
6.3 MANDATORY/OPTIONAL PRE-SUBMITTAL MEETING
Microsoft Teams, Time and Date TBD
6.4 TERM
The City intends to multi-award with a one (1) year contract per awardee.
6.5 OTHER GOVERNMENT AGENCIES
If mutually agreeable to all parties, the use of any resultant contract/purchase order may be extended to other political subdivisions, municipalities, or tax-supported agencies.
Such participating governmental bodies shall make purchases in their own name, pay directly to the successful Proponent, and be liable directly to the successful Proponent, holding the City of Stockton harmless.
6.6 INSURANCE REQUIREMENTS
Proponent, at Proponent’s sole cost and expense and for the full term of the resultant contract or any extension thereof, shall obtain and maintain at least all of the insurance requirements listed in attached Exhibit 1.
All coverage shall be provided by a carrier authorized to transact business in California and shall be primary. All policies, endorsements, and certificates shall be subject to approval by the Risk Manager of the City to Stockton as to form and content. These requirements are subject to amendment or waiver if so, approved in writing by the Risk Manager.
Maintenance of proper insurance coverage is a material element of this contract, and failure to maintain or renew coverage or to provide evidence of renewal may be treated as a material breach of contract.
The Proponent shall assert that these insurance requirements will be met as part of their proposal response. Failure to comply with these insurance requirements may result in a proposal being deemed unresponsive. Proponent shall satisfy these insurance requirements concurrently with the signing of the contract prior to commencement of work. It is strongly suggested that insurance requirements be reviewed with Proponent’s broker to ensure any additional costs are included in the proposal pricing component.
ATTACHMENT A
Any questions pertaining to insurance requirements, please contact City of Stockton Risk Services at (209) 937-5037.
6.7 APPLICABLE LAW
Applicable law shall be governed by the laws of the State of California. Venue shall be proper in the Superior Court of the State of California, County of San Joaquin, Stockton Branch, or, for actions brought in Federal Court, the United States District Court for the Eastern District of California, Sacramento Division.
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.
6.8 METHOD OF PAYMENT
Payment will be made within thirty (30) days after invoices are received and accepted by the City. Invoices are to be rendered monthly, unless prescribed differently per contract.
6.9 NOTICE TO OUT OF STATE BUSINESS
It is the policy of the City of Stockton to pay all applicable California sales/use tax directly to the State Board of Equalization (BOE) pursuant to California Revenue and Taxation Code 7051.3.
The City of Stockton will self -accrue all sales/use tax on purchases made from out -of-state businesses, unless documentation is provided by Proponent evidencing the business is registered with the State of California.
Sales and use tax on purchases made by the City of Stockton from all companies located outside California, not registered with the state, and whose products are shipped from out of state will be remitted to the BOE directly by the City under permit number SR KHE 28-051174 DP. Please do not include sales/use tax on the invoice that you submit to the City of Stockton.
Questions regarding the City of Stockton’s payment of sales/use tax can be directed to the City of Stockton’s Procurement Division at (209) 937-8357.
6.10 CONFIDENTIALITY
If Proponent believes that portions of a proposal constitute trade secrets or confidential commercial, financial, geological, or geophysical data, then the Proponent must so specify by, at a minimum, stamping in bold red letters the term "CONFIDENTIAL" on that part of the proposal which the Proponent believes to be protected from disclosure. The Proponent must submit in writing specific detailed reasons, including any relevant legal authority, stating why the Proponent believes the material to be confidential or a trade secret. Vague and general claims as to confidentiality will not be accepted. The City will be the sole judge as to whether a claim is general and/or vague in nature. All offers and parts of offers that are not marked as confidential may be automatically considered public information after the contract is awarded. The Proponent is hereby put on notice that the City may consider all or parts of the offer public information under applicable law even though marked confidential.
6.11 PROTEST POLICY
Protest and Appeal Procedures. In order to maintain fairness and impartiality, the City of Stockton has established a solicitation protest policy and procedure.
6.11.A P ROTEST PROCEDURE
A. All protests must be in writing and stated as a formal protest.
ATTACHMENT A
B. The protest must contain a complete statement of the basis for the protest and must include all relevant supporting documentation.
C. The solicitation process and procedures, including evaluation criteria, shall not be proper grounds for protest. Concerns related to the solicitation process and procedures, including evaluation criteria, should be raised and addressed, if at all, prior to the bid/proposal due date and time to allow adjustments before evaluation of the solicitation. The party challenging the award decision to bear the burden of proof of material error to justify invalidation of the proposed award.
D. Protests must be filed with the City's Chief Financial Officer, or designee, not later than five (5) days after the date the City mails and or posts on the City’s Bid Flash platform, the Letter of Intent to Award.
E. Deliveries of the protest by hand, mail, email are acceptable.
F. The City is not responsible for lost or misplaced protests, or to assure the protest is received within the protest deadlines.
6.11.B P ROTEST REVIEW
A. The Chief Financial Officer or designee shall respond in writing to material issue raised in the protest within thirty (30) days of receipt of the protest letter.
B. The Chief Financial Officer's, or designee 's, administrative decision may be appealed in writing to the City Manager no later than (5) business days after the date the Chief Financial Officer's, or designee's decision has been made.
C. The City Manager shall review and decide the appeal based on the grounds and documentation set forth in the original protest to the Chief Financial Officer, or designee.
D. Each party shall bear its own costs and expenses involved in the protest and appeal process, including any subsequent litigation.
E. The City Manager's administrative decision is final. After the City Manager issues the final administrative decision, the time in which judicial review of the decision must be sought shall be governed by California Code of Civil Procedure Section 1094 or as such section may be amended from time to time.
F. If the protested procurement involves state or federal funds, the Chief Financial Officer, or designee, shall give notice to the interested party that he or she has the right to appeal to the appropriate agency, which shall be identified by name and addres s. An appeal hereunder shall be filed with the appropriate agency within five (5) working days of the dispatch of rejection notices to the interested party(ies).
G. The City may require the protesting party to submit a City Council approved non-refundable protest fee to cover the administrative cost of processing the protest.
ATTACHMENT A
7.0 GENERAL REQUIREMENTS, TERMS & CONDITIONS
7.1 CONSEQUENCE OF PROPOSAL SUBMISSION
A. The City shall not be obligated to respond to any proposal submitted nor be legally bound in any manner by the submission of a proposal.
B. Acceptance by the City of a proposal obligates the Proponent to enter into an agreement with the City.
C. An agreement shall not be binding or valid against the City unless or until it is executed by the City and the Proponent.
D. Statistical information contained in these documents is for informational purposes only. The City shall not be responsible for the accuracy of said data.
E. City reserves the right to increase or decrease the project scope.
7.2 ACCEPTANCE OR REJECTION OF PROPOSAL
A proposal shall be prepared and submitted in accordance with the provisions of these RFP instructions and specifications. Any alteration, omission, addition, variance, or limitation of, from, or to a proposal may be sufficient grounds for rejection of the proposal. The City has the right to waive any defects in a proposal if the City chooses to do so. The City may not accept a proposal if any document or item necessary for the proper evaluation of the proposal is incomplete, improperly executed, indefinite, ambiguous, or missing.
The City reserves the right to select the successful proposal and negotiate an agreement as to the scope of services, the schedule for performance, and duration of the services with Proponent whose proposal is most responsive to the needs of the City. Further, the City reserves the right to reject any and all proposals, or alternate proposals, or waive any informality or irregularity in the proposal as is in the City's best interest.
The City reserves the right to reject any and all proposals, or portions thereof, received in response to the solicitation or to negotiate separately with any source whatsoever, in any manner necessary, to serve the best interests of the City. Additionally, the City may, for any reason, decide not to award an agreement as a result of this RFP.
Non-acceptance of any proposal shall not imply that the proposal was deficient. Rather, non- acceptance of any proposal will mean that another proposal was deemed to be more advantageous to the City or that the City decided not to award an agreement as a result of this RFP.
7.3 RIGHT TO CHANGE OR AMEND REQUEST
The City reserves the right to change the terms and conditions of this RFP. The City will notify potential Proponent of any material changes by posting on the City’s website, Bid Flash Platform.
No one is authorized to amend any of the RFP requirements in any respect, by an oral statement, or to make any representation or interpretation in conflict with its provisions. If necessary, supplementary information and/or clarifications/questions/answers will be posted on the City’s website at www.stocktonca.gov/eddbid. Failure of any Proponent to not have received such information and/or clarifications/questions/answers shall not relieve such P roponent from any obligation under his/her proposal as submitted.
Any exceptions to this Proposal shall be clearly stated in writing.
ATTACHMENT A
7.4 CANCELLATION
The City reserves the right to rescind award of the contract at any time before execution of the contract by both parties if rescission is deemed to be in City’s best interest. In no event shall the City have any liability for the rescission of award. The P roponent assumes the sole risk and responsibility for all expenses connected with the preparation of its proposal.
7.5 EXAMINATION OF PROPOSAL MATERIALS
The submission of a proposal shall be deemed a representation and warranty by the P roponent that it has investigated all aspects of the RFP, that it is aware of the applicable facts pertaining to the RFP process and its procedures and requirements, and that it has read and understands the RFP. No request for modification of the provisions of the proposal shall be considered after its submission on the grounds that the Proponent was not fully informed as to any fact or condition.
Statistical information tha t may be contained in the Solicitation, or any addendum , is for informational purposes only. The City disclaims any responsibility for this information, which may subsequently be determined to be incomplete or inaccurate.
7.6 ADDENDA AND INTERPRETATION
The City will not be responsible for, nor be bound by, any oral instructions, interpretations, or explanations issued by the City or its representatives. Any request for clarifications, questions, or answers of this RFP shall be made in writing via e-mail and delivered to:
[email protected]
Reference: PUR 26-004 Entrepreneurship Ecosystem Building
Such requests for clarifications/questions/answers shall be delivered to the City in accordance with the date identified within this Solicitation . Any City response to a request for clarifications/questions/answers will be posted on the City’s website at www.stocktonca.gov/eddbid on the date identified within this Solicitation and will become a part of the Solicitation. The Proponent should await responses to inquiries prior to submitting a proposal.
7.7 DISQUALIFICATION
a. Any of the following may be considered cause to disqualify a P roponent without further consideration:
b. Evidence of collusion among Proponents;
c. Any attempt to improperly influence any member of the evaluation panel; d. Any attempt to communicate in any manner with a City of Stockton elected official during the RFP process will, and shall be, just cause for disqualification/rejection of Proponent’s proposal/Proponent’s bid submittal and considered non- responsive.
e. A Proponent's default in any operation of a professional services agreement which resulted in termination of that agreement; and/or
f. Existence of any lawsuit, unresolved contractual claim, or dispute between Proponent and the City.
g. No person, firm, or corporation shall be allowed to make or file or be interested in more than one bid for the same supplies, services, or both; provided, however, that subcontract bids to the principal bidders are excluded from the requirements of this section: Section 3.68.120 of the Municipal Code.
ATTACHMENT A
7.8 CONDITIONS IF WORK IS SUBCONTRACTED
The Proponent assumes full responsibility, including insurance and bonding requirements, for the quality and quantity of all work performed. Subcontractor use for any part of any contract resulting from this RFP requires prior written approval from the City authority before any subcontractor work may commence.
If Proponent's supplier(s) and/or subcontractor's involvement requires the use of a licensed, patented, or proprietary process, the proponent of the process is responsible for assuring that the subcontractor, supplier, and/or operator have been properly authorized to use the process or for providing another process which is comparable to that which is required prior to submission of a proposal.
7.9 LICENSING REQUIREMENTS
Any professional certifications or licenses that may be required to perform the scope of work will be the sole cost and responsibility of the successful Proponent.
A City of Stockton Business license may be required for this project. Please contact the City of Stockton Business License Division at (209) 937-8313.
7.10 INDEMNITY AND HOLD HARMLESS
Use the below clause for Services RFP (delete the clause not applicable and this note) 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.
7.11 COMPETITIVE PRICING
Proponent warrants and agrees that each of the charges, economic or product terms , or warranties granted pursuant to this Contract is comparable to or better than the equivalent charge, economic or product term, or warranty being offered to any similarly situated commercial or other government customer of P roponent. If P roponent enters into any arrangements with another customer of Proponent to provide products under more favorable charges, economic or product terms or warranties, P roponent shall immediately notify City of such change, and this Contract shall be deemed amended to incorporate the most favorable charges, economic or product terms or warranties.
7.12 AVAILABLE FUNDING
Any contract resulting from this RFP will terminate without penalty at the end of the fiscal year in the event funds are not appropriated for the next fiscal year. If funds are appropriated for a portion of the fiscal year, this contract will terminate without penalty at the end of the term for which funds are appropriated.
ATTACHMENT A
7.13 TERMINATION FOR CONVENIENCE
The City may terminate the resultant Agreement for convenience at any time by mailing a notice in writing to the Contractor.
7.14 AUDITING CHARGES AND SERVICES
The City reserves the right to periodically audit all charges and services made by the successful Proponent to the City for services provided under the contract. Upon request, the P roponent agrees to furnish the City with necessary information and assistance.
7.15 CHANGES
The City’s Representative has the authority to review and recommend or reject change orders and cost proposals submitted by the P roponent or as recommended by the P roponent’s project manager, pursuant to the adopted City of Stockton Standard Specifications.
7.16 AWARD
Upon conclusion of the solicitation process, the City may award a contract for services identified in the solicitation. The City reserves the right to select the successful Proponent and to negotiate terms of a contract with the Proponent whose proposal is most responsive to the needs of the City. Further, the City reserves the right to reject any and all proposals , or alternate proposals, or waive any informality in the proposal as is in the City's best interest.
ATTACHMENT A
8-1
8.0 PROPOSAL DOCUMENTS
ENTREPRENEURSHIP ECOSYSTEM BUILDING
PUR 26-004
SUBMITTAL DUE: THURSDAY, OCTOBER 16, 2025 AT 2:00 PM
RFP Submittal
Electronic Mail [email protected]
Proponent Business Name
Proponent Contact Name
Proponent Address
Proponent Phone Number
Proponent Email Address
Department of Industrial
Relations ID Number
(if applicable)
ATTACHMENT A
8-2
ATTACHMENT A – PROJECT SUBMITTAL CHECKLIST
THIS CHECKLIST IS PROVIDED FOR YOUR CONVENIENCE ONLY. IT IS NOT REQUIRED TO BE SUBMITTED WITH PROPOENT PROPOSAL.
1. Attachment A – Project Submittal Checklist
2. Cover Letter & Executive Summary
3. Full proposal as defined in this solicitation
4. Section 8 Form – Proposal Documents
5. Attachment B – Proponent’s Covenant
6. Attachment C – Non-Collusion Affidavit - Sign and notarize by jurat certificate the “Non-Collusion Affidavit” form. An “All-Purpose Acknowledgment” form will not be sufficient.
7. Attachment D – Agency Reference List
8. Attachment E – Certification of Financial Condition
9. Attachment F – Cost / Price Proposal (Under separate cover)
10. Attachment G – Subcontractor List
11. Attachment H - Exceptions
12. All Amendment Acknowledgements. Print and sign all
clarifications/questions/answers on the City’s website at www.stocktonca.gov/eddbid and submit with proposal response Submit one (1) electronic version of the proposal and (1) Attachment F – Cost/Price Proposal to: [email protected]
ATTACHMENT A
8-3
ATTACHMENT B- PROPONENT’S COVENANT
In submitting this proposal, as herein described, the Proponent agrees that:
1. They have carefully examined the Scope of Work and all other provisions of this document and understand the meaning, intent, and requirements of same.
2. They will enter into contract negotiations and furnish the services specified.
3. They have signed and notarized the attached Non-Collusion Affidavit form, whether individual, corporate or partnership. Must be ‘A Jurat’ notarization.
4. They have reviewed and signed all clarifications/questions/answers on the City’s website at www.stocktonca.gov/eddbid.
5. Confidentiality: Successful Proponent hereby acknowledges that information provided by the City is personal and confidential and shall not be used for any purpose other than the original intent outlined in the Request for Proposal. Breach of confidentiality shall be just cause for immediate termination of contract agreement.
FIRM
ADDRESS
SIGNED BY & DATE
TITLE OR AGENCY
PHONE/FAX NUMBER
ATTACHMENT A
8-4
ATTACHMENT C - NON-COLLUSION AFFIDAVIT
No. 1 AFFIDAVIT FOR INDIVIDUAL PROPONENT
STATE OF ____________, ) ss.
County of )
(insert)
being first duly sworn, deposes and says: That on behalf of any person not named herein; that said Proponent has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation to put in a sham bid, or that such other person, firm or corporation shall or should refrain from bidding; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Proponent.
(Signature Individual Proponent)
Subscribed and sworn to (or affirmed) before me on this day of , 20 by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
Seal
Signature
No. 2 AFFIDAVIT FOR CORPORATION PROPONENT
STATE OF ____________, )ss.
County of )
(insert)
being first duly sworn, deposes and says: That
they are the of a corporation,
which corporation is the party making the foregoing bid, that such bid is genuine and not sham or collusive, or made in the interest or behalf of any person not named herein; that said Proponent has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation to put in a sham bid, or that such other person, firm or corporation shall or should refrain from bidding; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Proponent.
(Signature Corporation Proponent)
Subscribed and sworn to (or affirmed) before me on this day of , 20 by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
Seal
Signature
ATTACHMENT A
8-5
No. 3 AFFIDAVIT FOR FIRM, ASSOCIATION, OR CO-PARTNERSHIP STATE OF _____________, )ss.
County of )
(insert)
, each being first duly sworn, depose and say: That
they are a member of the firm, association or co-partnership, designated as _____who is the party making the foregoing bid; that the other partner, or partners, are that such bid is genuine and
not sham or collusive, or made in the interest or behalf of any person not named herein; that said Proponent has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation shall or should refrain from proposing; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Proponent.
(Signature)
(Signature)
Subscribed and sworn to (or affirmed) before me on this day of , 20
by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
Seal
ATTACHMENT A
8-6
ATTACHMENT D – AGENCY REFERENCE FORM
PUR 26-004
Supply Three (3) References of Government Agencies and/or Firms for whom Bidder has provided similar Services during the last three (3) years:
LIST OF REFERENCES
Signature and acknowledgment by signing below, I certify that I am authorized by the company named above to respond to this request.
Company/Firm
Name
Address Zip:
Contact Name
Email Phone
Fax Signature
1. Agency or Firm Name:
Location of the Service:
Contact Person and Title:
Telephone:
Email Address:
Description of Service:
Date(s) When Service Provided:
2. Agency or Firm Name:
Location of the Service:
Contact Person and Title:
Telephone:
Email Address:
Description of Service:
Date(s) When Service Provided:
3. Agency or Firm Name:
Location of the Service:
Contact Person and Title:
Telephone:
Email Address:
Description of Service:
Date(s) When Service Provided:
ATTACHMENT A
8-7
ATTACHMENT E – CERTIFICATION OF FINANCIAL CONDITION
Solicitation #: __PUR 26-004______________
Vendor Name: __________________________
The undersigned hereby certifies that: [check all applicable boxes] ☐ The Vendor is in sound financial condition and, if applicable, has received an unqualified audit opinion for the latest audit of its financial statements.
Date of latest audit: ____________________ (If no audit within past 18 months, explain reason below.)
☐ The Vendor has no outstanding liabilities, including tax and judgment liens, to the Internal Revenue Service or any other government entity.
☐ The Vendor is current in all amounts due for payments of federal and state taxes and required employment-related contributions and withholdings.
☐ The Vendor is not the subject of any current litigation or findings of noncompliance under federal or state law.
☐ The Vendor has not been the subject of any past or current litigation, findings in any past litigation, or findings of noncompliance under federal or state law that may impact in any way its ability to fulfill the requirements of this Contract.
☐ He or she is authorized to make the foregoing statements on behalf of the Vendor.
Note: This shall constitute a continuing certification and Vendor shall notify the Contract Lead within 30 days of any material change to any of the representations made herein.
If any one or more of the foregoing boxes is NOT checked, Vendor shall explain the reason(s) in the space below. Failure to include an explanation may result in Vendor being deemed non- responsive and its submission rejected in its entirety.
Signature: Date:
Printed Name: Title:
ATTACHMENT A
8-8
ATTACHMENT F – COST/PRICE PROPOSAL
PUR 26-004
Proposal Submitted By:
Company Name:
Contact Name:
Contact Email:
Contact Phone:
Signature: Title: Date:
Project Overview:
Description of Services:
Project Start Date: ______________
Project End Date: ______________
Consulting Fees:
Hourly Rate: $
(No. of Hours: _____)
Estimated Total: $
Materials and Resources:
Description:
Cost Breakdown:
Estimated Cost: $
Travel Expenses:
Mileage: $__________ (Miles: _________)
Accommodations: $
Per Diem: $
Other Expenses:
Description:
Estimated Cost: $
Total Estimated Cost: $
ATTACHMENT A
8-9
ATTACHMENT G - SUBCONTRACTOR LIST
PUR 26-004
PLEASE LIST BELOW ALL SUBCONTRACTORS CONTRIBUTING TO THIS WORK Each bidder shall give the name, business address, license number, description of the work, and the dollar amount to be PAID the subcontractor, for each subcontractor that will be used on the project, if the Bidder is awarded the contract. Only subcontractors with work in excess of one-half of one percent (0.5%) or $10,000 (whichever is greater) of the Bidder's total bid need to be listed. All work in excess of one-half of one percent (0.5%) or $10,000 (whichever is greater) of the Bidder's total bid, for which a subcontractor is not listed on this form, shall be performed by the Bidder's own organization. Additional numbered pages listing proposed subcontractors may be attached to this page. Each page shall be headed "Proposed Subcontractors" and shall be signed by the Bidder.
IF NON-APPLICABLE, PLEASE WRITE “N/A” IN A BOX BELOW
PRINT LEGIBLY OR TYPE
BUSINESS
NAME/ADDRESS CONTACT
PHONE
NUMBER
LICENSE NUMBER
& LICENSE
CLASSIFICATION TYPE OF WORK AMOUNT
ATTACHMENT A
8-10
ATTACHMENT H - EXCEPTIONS
PUR 26-004
IF NON-APPLICABLE, PLEASE WRITE “N/A” IN A BOX BELOW
ATTACHMENT A
9-1
9.0 PROPOSAL EXHIBITS
9.1 EXHIBIT 1 – INSURANCE REQUIREMENTS
The Risk Services Division develops insurance requirements for all contracts for the City of Stockton. The Division also reviews and approves all bonds and evidence of insurance, including Certificates of Insurance and endorsements for all contracts. Examples include:
• Contracts - Constructions, Professional Services, Supplier, Lease • Permits - Encroachment, Revocable, Street Closures, Block Parties • Bonds - Performance, Maintenance, Labor and Materials • Community Services – Special Events
This project is subject to Insurance Requirements for General Liability Third Party Administrator Visit the following website to review the appropriate insurance requirements for this solicitation:
http://www.stocktonca.gov/eddbid
9.2 EXHIBIT 2 – SAMPLE CONTRACT – CDBG AGREEMENT
Any major provision changes to the sample contract should be submitted by the Proponent along with the proposal response.
http://www.stocktonca.gov/eddbid
9.3 EXHIBIT 3 – 2020-2025 CONSOLIDATED PLAN (2025) AND 2025-2026 ANNUAL ACTION PLAN (2025)
9.4 EXHIBIT 4 – ECONOMIC DEVELOPMENT STRATEGIC ACTION PLAN (2022)
ATTACHMENT A
Resolution No.
STOCKTON CITY COUNCIL
RESOLUTION TO APPROVE AWARD OF MULTIPLE PROFESSIONAL SERVICES AGREEMENTS FOR THE 2025-26 ENTREPRENEURSHIP ECOSYSTEM BUILDING
PROGRAM
The Entrepreneurship Ecosystem Building Program supports the City’s ongoing efforts to expand inclusive economic opportunities consistent with the 2025 -2029 Consolidated Plan and Economic Development Strategic Action Plan (2022); and
The initiative is designed to strengthen Stockton’s entrepreneurial ecosystem by investing in local organizations that provide direct technical assistance, business training, and capacity-building for low- and moderate-income entrepreneurs and small businesses, in accordance with HUD regulations; and
The program seeks to address gaps in business supp ort services, including guidance to formalization, enhancing digital and operational capacities, improving access to financial resources, and technical support; and
On September 4, 2025, the City issued a Request for Proposals (PUR 24-006) for community-based organizations providing entrepreneurs and small business support services to low- and moderate-income persons within the City; and
After evaluating and scoring the proposals, t he City negotiated contracts with the top three organizations to provide technical assistance to local entrepreneurs and small businesses; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:
1. The City Council approves the following findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process:
a) Due to the specific nature of the project and industry, use of the Request for Proposal process is appropriate since it relies on evaluation of a service provider’s established professional experience, conduct, and performance as it relates to business support services and programming.
b) The scope involves a specialized field, and its success requires experienced professionals who have successfully implemented and performed such services.
2. The City Council approves a CDBG Professional Services Agreement in the amount $102,500 to A Tavola Together Foundation, attached as Exhibit 1, incorporated by reference.
3. The City Council approves a CDBG Professional Services Agreement in the amount of $71,540 to Uptima Entrepreneur Cooperative, attached as Exhibit 2, incorporated by reference.
4. The City Council approves a CDBG Professional Services Agreement in the amount of $123,250 to the San Joaquin Small Business Development Center, operated by the California Asian Pa cific Chamber of Commerce , attached as Exhibit 3, incorporated by reference.
5. The City Manager, or designee, is hereby authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.
PASSED, APPROVED, and ADOPTED March 31, 2026 .
CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:
KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
1 AGREEMENT BETWEEN CITY OF STOCKTON
AND
A TAVOLA TOGETHER
FOUNDATION
FOR
COMMUNITY DEVELOPMENT BLOCK GRANT
(Services)
This agreement (the “Agreement”) is entered into on , 2026, by and between the City of Stockton, a municipal corporation (“City”) and A Tavola Together Foundation (“Subrecipient”).
RECITALS
WHEREAS, the City has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law 93-383, Catalog of Federal Domestic Assistance number 14.218, otherwise known as the Community Development Block Grant Entitlement for City; WHEREAS, pursuant to such grant, CITY is undertaking certain programs and services necessary for the planning, implementation, or execution of such Community Development Block Grant; and
WHEREAS, the Subrecipient applied for Entrepreneurship Grant funding and the City agrees to engage the Subrecipient to assist the City in utilizing funds received for Community Development Block Grant funded by the U.S. Department of Housing and Urban Development to provide services to Stockton small businesses that meet the requirements described in Section 24 of the Code of Federal Regulations, Part 570, Community Development Block Grants ("24 C.F.R. Part 570") and Title 2 of the Code of Federal Regulations, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards ("2 C.F.R. Part 200").
WHEREAS, on March 31, 2026, the Stockton City Council Approved Resolution No. __, wherein Subrecipient has been allocated the amount of $102,500 (“Funds”) from the Community Development Block Grant Entitlement Program for the Project. Additional Project and Subrecipient information is presented at Exhibit F.
AGREEMENT
NOW, THEREFORE, in recognition of the mutual consideration provided herein, City and Subrecipient hereby agree that the aforementioned recitals are true and correct and further agree as follows:
EXHIBIT 1
2 I. SCOPE OF SERVICE
A. Activities
The Subrecipient will be responsible for administering a CDBG program in a manner satisfactory to the City, consistent with any standards required as a condition of providing these funds, in compliance with this Agreement, and as described in Exhibit A (the “Project”). Such Project will include the following activities eligible under the Community Development Block Grant program:
a. Subrecipient’s Activities and Services:
Early to End Stage Technical Assist ance and Incubator program to support disadvantaged, low-income food entrepreneurs through comprehensive culinary training, business development, financial literacy, and hands-on mentoring delivered across three cohorts per year over a period of up to five years. Participants complete a 16-w eek pre-incubation phase focused on business planning, regulatory compliance, certifications, marketing, financing, and commercial kitchen experience, progressing from concept to product launch and recurring sales opportunities. The program guides entrepreneurs from initial con cept through revenue generation with structured mentorship, performance benchmarks, and individualized growth planning to support long-term business sustainability.
B. Major Deliverables
a. Deliver an Early to End Stage Technical Assistance and Incubator program to 35 disadvantaged, low-income food entrepreneurs.
b. Plan and conduct a public event for Stockton Small Business Week between the dates of May 3 -May 9, 2026.
c. Program deliverables will be reported on a quarterly and annual basis including but not limited to benef iciary demographic and income level data as well as narratives related to subrecipient performance as required by HUD.
Project Delivery
Subrecipient shall comply with the goals and performance standards defined below and outlined in the City’s Entrepreneurship Grant application, which is hereby included in this Agreement by reference.
General Administration
The Funds for the Project are to be administ ered under the direction of the Subrecipient’s Executive Director.
C. National Objectives
All activities funded with CDGB funds must meet one of the CDBG program’s National Objectives: benefit low- and moderate-income persons; aid in the prevention or elimination of slums or blight; or meet community development EXHIBIT 1
3 needs having a particular urgency, as defined in 24 CFR 570.208.
The Subrecipient certifies that the activity(ies) carried out under this Agreement will meet National Objective 1: benefit to low- and moderate- income (LMI) persons. The National Objective will be met by serving low mod limited clientele (LMC) and at least 51% of the beneficiaries will be LMI persons.
D. Staffing
If the SUBRECIPIENT experiences a ny staff changes w ith key personnel assigned at contract execu tion, the SUBRECIPIENT must notify the CITY and receive approval from the CITY project manager. Additionally, the SUBRECIPENT must notify the CITY project manager of any changes in the pay rate of key personnel charging time to the CITY CDBG project.
E. Performance Monitoring
The City will monitor the performanc e of the Subrecipient against goals and performance standards as stated above. Substandard performance as determined by the City will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the Subrecipient within 30 days after being notifie d by the City, contract suspension or termination procedures may be initiated
II. TIME OF PERFORMANCE/TERM
Services of the Subrecipient shall star t on April 1, 2026, and end on March 31, 2027.
The term of this Agreement and the provisions herein may be extended by written agreement to cover any additional time period during which the Subrecipient remains in control of CDBG funds or other CDBG ass ets, including program income. Either party may terminate this Agreement at any time duri ng the term of this Agreement by giving the other party 30-day written notice that such party intends to terminate this Agreement. In the event of termination by either party, Subrecipient shall be entitled to compensation for all eligible expenses incu rred up to the date of termination. This Agreement may be terminated if Subrecipien t fails to comply with any term of the award and the City may suspend the operation of the Agreement for up to sixty (60) days upon notice based on the City’s reasonable grounds to question the fiscal accountability, financial soundness, or compliance with this Agreement by the Subrecipient.
III. PAYMENT
It is expressly agreed and understood that the total amount to be paid by the City to the Subrecipient under this Agreement shall not exceed the amount of $102,500.
Drawdowns for the payment of eligible expe nses shall be made against the line-item budgets specified in “Exhibit B” herein and in accordance with performance. Expenses for general administration shall also be paid against the line-item budgets specified in “Exhibit B” and in accordance with performance.
EXHIBIT 1
4 City shall only make payments for those Activities that comply with (a) the terms and conditions of this Agreement, (b) the fina ncial management system in accordance with the standards specified in 2 CFR 200, and (c) 24 C.F.R. Part 570.
Payments shall be made on a reimbursement basis for actual costs incurred in providing services. Subrecipient shall submit a requisition itemizing all costs incurred by budget category as contained on the attached form marked Exhibit B. Requisitions shall be submitted to City on a quarterly ba sis through the City’s Vendor Self Service Portal. All costs listed on requisitions shall be accompanied by copies of invoices, bills, receipts, or payroll records. All payments shall be made to Subrecipient within 30 days from the date requisition is received by City, provided the City has received the required documentation and reporting. Fa ilure to provide any of the required documentation and reporting will cause the City to withhold all or a portion of a request for reimbursement until such documentation and reporting has been received and approved by the City. City shall only be obligated to pay Subrecipient upon City's receipt of grant funds from HUD. Subrecipient will not be reimbursed for any expenses paid outside of the agreement term. Quarterl y reports must be submitted for the time period requesting reimbursements.
The Subrecipient shall submit invoices on a quarterly basis in congruence with the quarterly reports as indicated in section VI II(C)(2) of this Agreement. All invoices must include a complete and accurate c over sheet as provided in Exhibit D, substantive and complete supporting documentation for eligible activities for which Subrecipient is requesting reimbursement, and all invoices must be submitted through the City’s Vendor Self Service Portal. Failure to submit an accurate and complete corresponding quarterly report may result in the delay or rejection of the invoice until the beginning of the next quarter.
The Subrecipient shall submit all final requests for reimbursements no later than 15 days after March 31.
IV. DRAW DOWN OF FUNDS
Draw down of funds shall be determined between the CITY and the SUBRECIPIENT, as stated in the Appendices A and B.
In every case, payment will be made subject to receipt of a written requisition for payment from SUBRECIPIENT specifying and certifying that such expenses are in conformance with this Agreement and SUBRECIPIENT is entitled to receive the amount requisitioned under the terms of the Agreement. To comply with 2 CFR 200.415, with each requisition for payment, an official authorized to bind SUBRECIPIENT shall certify that “By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives se t forth in the terms and conditions of the Federal award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civi l or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812).” This certification must be included on the City-provided coversheet referenced in Exhibit D.
A. SUBRECIPIENT agrees that the General Provisions for Selected Items of Cost (2 EXHIBIT 1
5 CFR 200.420-200.475) shall be used to determine the allow-ability of invoiced costs.
B. Requisitions for Payment will be dispersed upon request provided that:
i. The Requisition for Payment is subm itted with an original authorized signature;
ii. That all Requisitions for Payment are accompanied with supporting documentation verifying all costs are specific to carrying out the Agreement Scope;
iii. That a Budget Amendment Form be requested from City, and if approved by City, be returned with an original authorized signature for any Requisition for Payment that varies from the original approved Project Budget. City Approval of the budget amendment will be evaluated based on the nature of the request in comparison to the contract scope, and shall be subject to prior-approval by HUD, if required, pursuant to 2 CFR 200.308. The City of Stockton will only allow up to two
Budget Amendments during the contract period, but no later than December 31.
C. SUBRECIPIENT shall not claim reimburse ment from CITY for (or apply sums received from the CITY with respect to) that portion of any of its obligations which has been or should be paid by another source.
D. SUBRECIPIENT shall be reimbursed only for eligible expenses incurred during the specified time period of the Agreement.
E. SUBRECIPIENT shall notify CITY in writing of all authorized personnel who shall be empowered to file requests for payment and pick up reimbursement checks pursuant to the Agreement.
F. Disbursement of funds may be withheld if periodic (QUARTERLY) activity reports are not provided according to this Agreement.
G. Upon receipt of payment of its final wr itten requisition, SUBRECIPIENT shall have no entitlement to any unused funds.
V. NOTICES
Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal de livery. Any notice deli vered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwis e modified by subsequent written notice.
Communication and details concerning this cont ract shall be directed to the following contract representatives:
A. Notice or communication to Subrecipient is addressed as follows:
A Tavola Together Foundation
110 N. El Dorado Street
Stockton, CA 95202
Attn: Director
B. Notice or communication to City is addressed as follows:
EXHIBIT 1
6 City of Stockton Economic Development Department
425 N. El Dorado Street
Stockton, California 95202
Attn: Director
VI. ADVERTISING CONDITIONS
A. Advertisement and Web Presence . Subrecipient shall have an organizational web-based presence and effectively adve rtise and promote the Project on their website to reach a wider audience. Subrecipient shall translate marketing information, both in-print and web-based, into Spanish and/or other languages reflective of the target community.
B. SUBRECIPIENT agrees that in advertis ements or public notices regarding the Community Development Block Grant -funded portion of the program, that such ads or notices will include wording to the effect that the program, or a portion thereof, is funded through a Community Development Block Grant award provided by the City of Stockton.
VII. GENERAL CONDITIONS
A. General Compliance
The Subrecipient agrees to comply with th e requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. H ousing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Subre cipient does not assume the Recipient’s environmental responsibilities described in 24 CFR 570.604 and (2) the Subrecipient does not assume the Recipient’s responsibility for initiating the review process under the provisions of 24 CFR 52. The Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The Subrecipient fu rther agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available.
B. “Independent Contractor”
Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties.
The Subrecipient shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The City shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as the Subrecipient is an independent contractor.
C. Hold Harmless
To the fullest extent permitted by law, S ubrecipient shall hold harmless, defend and EXHIBIT 1
7 indemnify the City 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 Subrecipient’s performance 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. This obligation is inde pendent 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.
If the Subrecipient should subcontract all or any portion of the work to be performed under this Agreement, the Subrecipient shall re quire each sub-contractor to indemnify, hold harmless and defend the City and its off icers, officials, employees, and volunteers in accordance with the terms of the preceding paragraph.
D. Workers’ Compensation
The Subrecipient shall provide Workers’ Compensation Insurance coverage for all of its employees involved in the performance of this Agreement.
E. Insurance
The Subrecipient 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 and the results of that work by Subrecipient with limits and other requirements as stated in Exhibit C.
F. City Recognition
The Subrecipient shall ensure recognition of the role of the City in providing services through this Agreement. All activities, facilit ies and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. The Subrecipient shall adhere to all City guidelines and protocols regarding use of the City logo, brand, name, and/or other materials which identify the City. In addition, the Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement.
G. Amendments
The Parties may amend this Agreement in writing.
Notwithstanding the above, the City may, in its discretion, amend this Agreement to conform with Federal, state or local gove rnmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both City and Subrecipient.
VIII. ADMINISTRATIVE REQUIREMENTS
EXHIBIT 1
8 A. Financial Management
1. Accounting Standards
The Subrecipient agrees to comply with 2 CFR 200 and agrees to adhere to the accounting principles and procedures requi red therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred.
2. Cost Principles
The Subrecipient shall administer its program in conformance with 2 CFR 200 as applicable. These principles shall be a pplied for all costs incurred on a direct basis.
B. Documentation and Record Keeping
1. Records to be Maintained
The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to:
a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program;
c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance;
e. Records documenting compliance with the equal opportunity components of the CDBG program;
f. Financial records as required by 24 CFR 570.502, and 2 CFR 200; and
g. Other records necessary to document compliance with Subpart K of 24 CFR 570.
2. Retention
The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of five (5) years. The retention period begins on the date of the submission of the City’s annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if there is litigation, claims, a udits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the five-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the five-year period, whichever occurs later.
EXHIBIT 1
9 3. Client Data
The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to City monitors or their designees for review upon request.
4. Disclosure
The Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of the City’s or Subrecipient’s responsibilities with respect to services provided under this contract, is prohibited unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian.
5. Close-outs
The Subrecipient’s obligation to the Ci ty shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the City), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect du ring any period that the Subrecipient has control over CDBG funds, including program income.
6. Audits & Inspections
All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the City, grantor agency, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the Subrecipient. Failure of the Subrecipi ent to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Subre cipient hereby agrees to have an annual agency audit conducted in accordance with current City policy concerning subrecipient audits and 2 CFR 200.
C. Reporting and Payment Procedures
1. Program Income
Program income, as defined at 24 CFR 570.500(a), must be spent and is subject to record keeping and spending requirements in compliance with 2 CFR Section 200.302(b)(2)-(4), 24 CFR 570.504 and 24 CFR 570.506.
a. Program income generated by the SUBRECIPIENT must be spent by the SUBRECIPIENT. The SUBRECIPIENT may only spend
EXHIBIT 1
10 program income on eligible costs within the component that generated it within the contra ct year during which the program income was generated. The SUBRECIPIENT must spend down
any accrued program income on eligible costs before use of other Funds.
b. Costs paid by program income shall count toward meeting the SUBRECIPIENT’s matching requirements, provided the costs are eligible costs that supplement the SUBRECIPIENT’s Project. c. The SUBRECIPIENT is required to maintain records of their receipt and use of program income. These records must be kept in accordance with the financial records requirements in 24 CFR 570.504 and 24 CFR 570.506. Program income must be tracked separately from grant funds to ensure the program income was spent appropriately. The SUBRECIPIENT must track program income on a quarterly basis and report on the use of program income in the SUBRECIPIENT’s quarterly report described in section VIII(C)(1).
The Subrecipient shall report quarterly all program income (as defined at 24 CFR 570.500(a)) generated by activities carried out with CDBG funds made available under this contract. The use of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Subrecipient may use such income during the contract period for activities permitted under this contract and shal l reduce requests for additional funds by the amount of any such program inco me balances on ha nd. All unexpended program income shall be returned to the City at the end of the contract period.
Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to the City.
2. Quarterly and Annual Reports
The Subrecipient shall submit regular Quarterly Reports to the City in the form, content, and frequency as required by the City. Quarterly reports shall be submitted using the reporting from provided in Exhibit D and following the Agreement date no later than July 15 (f or the period of April 1 through June 30), October 15 (for the period of July 1 through September 30), January 15 (for the period of October 1 through Decembe r 31), and April 15 (for the period of January 1 through March 31). All quarterly reports shall be submitted to the Economic Development Department. The completion and submittal of quarterly reports are required for invoices to be processed for the same period of time.
SUBRECIPIENT shall submit an annual report at the end of the program term summarizing program activity, accomplishments and outcomes.
D. Procurement
1. Compliance
The Subrecipient shall comply with current City policy concerning the purchase of equipment and shall maintain inventory records of all non-expendable personal property as defined by such policy as may be procured with funds provided EXHIBIT 1
11 herein. All Program assets (unexpende d program income, property, equipment, etc.) shall revert to the City upon termination of this Agreement.
2. Office of Management and Business (OMB) Standards
Unless specified otherwise within this agreement, the Subrecipient shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.
3. Travel
The Subrecipient shall obtain written approval from the City for any travel outside the metropolitan area with funds provided under this Agreement.
E. Use and Reversion of Assets
The use and disposition of real propert y and equipment under this Agreement shall be in compliance with the requirements of 2 CFR 200 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which incl ude but are not limited to the following:
1. The Subrecipient shall transfer to the City any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination.
2. Real property under the Subrecipient’s control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement, or such longer period of time as the City deems appropriate.
If the Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Subrecipient shall pay the City an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the City.
The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period, or such longer period of time as the City deems appropriate.
3. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, th e proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the City for the CDBG program or (b) retained after compensating the City an amount equal to the curren t fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment.
4. If the SUBRECIPIENT becomes insolvent, all furniture, equipment or any other property or assets purchased partly or totally with Community Development Block Grant funds, shall be returned to the CITY for EXHIBIT 1
12 disposition.
F. Unique Entity Identifier. SUBRECIPIENT shall maintain an updated and valid Unique Entity Identifier (UEI) number, which requires registering with Sam.gov.
G. Additional Federal Conditions. SUBRECIPIENT acknowledges it has reviewed, and will remain in compliance with, the Federal Conditions Sections contained in Exhibit E.
IX. PERSONNEL & PARTICIPANT CONDITIONS
A. Civil Rights
1. Compliance
The Subrecipient agrees to comply with the State of California’s Fair Employment and Housing Act, the Unruh Civil Rights Act, and all other State of California nondiscrimination statutes, re gulations, and standards, along with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, and Executive Order 11063.
2. Nondiscrimination
The Subrecipient agrees to comply w ith the non-discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607. The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable.
3. Land Covenants
This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared, or improved with assistance provided under this contract, the Subrecipient shal l cause or require a covenant running with the land to be inserted in the d eed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the City and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate.
4. Section 504
EXHIBIT 1
13 The Subrecipient agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of th e Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against individuals with disabilities or handicaps in any Federally assisted program. The City shall provide the Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement.
B. Hiring Practices
1. Women- and Minority-Owned Businesses (W/MBE)
The Subrecipient will use it s best efforts to afford small businesses, minority business enterprises, and women’s business enterprises the maximum practicable opportunity to participate in the performan ce of this contract. As used in this contract, the terms “small business” means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and “minority and women’s business enterprise” means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, “minority group members” are Afro-Americans, Spanish-speaking, Spanish surnamed or Sp anish-heritage Americans, Asian- Americans, and American Indians. The Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation.
2. Access to Records
The Subrecipient shall furnish and cau se each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the City, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations, and provisions stated herein.
3. Notifications
The Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker’s representative of the Subrecipient’s commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
4. Equal Employment Opportunity (EEO) Statement
The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity employer.
5. Subcontract Provisions
The Subrecipient will include the provisions of Paragraphs IX.A, Civil Rights, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors.
EXHIBIT 1
14 C. Employment Restrictions
1. The Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities; inherently religious activities; lobbying; political patronage; and nepotism activities.
2. Labor Standards
The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state, and local law s and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Subrecipient agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR 5. The Subrecipient shall maintain documentation that demonstrates compliance with hour and wage requiremen ts of this part. Such documentation shall be made available to the City for review upon request.
The Subrecipient agrees that, except w ith respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation, or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR 1, 3, 5 and 7 governing the payment of wages and ratio of apprentice s and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing he reunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be in serted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph.
3. “Section 3” Clause
a. Compliance
Compliance with the provisions of S ection 3 of the HUD Act of 1968, as amended, and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules and orders issu ed hereunder prior to the execution of this contract shall be a conditi on of the Federal financial assistance provided under this contract and bi nding upon the City, the Subrecipient and any of the Subrecipient’s subrecipi ents and subcontractors. Failure to fulfill these requirements shall subject the City, the Subrecipient, and any of the Subrecipient’s subrecipients an d subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Subrecipient certifies and agrees that no contractual or other disability exists that would prevent compliance with Prohibited Activity
EXHIBIT 1
15 these requirements.
The Subrecipient further agrees to comply with these “Section 3” requirements and to include the following language in all subcontracts executed under this Agreement:
“The work to be performed under this Ag reement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the H ousing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and em ployment be given to low- and very low-income residents of the project area, and that contracts for work in connection with the project be awarded to bus iness concerns that provide economic opportunities for low- and very low-income persons residing in the metropolitan area in which the project is located.”
The Subrecipient further agrees to en sure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead-based pa int hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to low- and very low-income persons within the service area of th e project or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for lo w- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- a nd very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs.
The Subrecipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements.
b. Notifications
The Subrecipient agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker’s representative of its commitments under th is Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training.
c. Subcontracts
The Subrecipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulati ons issued by the grantor agency. The Subrecipient will not subcontract with any entity where it has notice or EXHIBIT 1
16 knowledge that the latter has been found in violation of regulations under 24 CFR 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations.
4. DRUG-FREE WORKPLACE CERTIFICATE
The Subrecipient agrees to provide a drug-free workplace in accordance with 2 CFR Part 2429 and the Drug-Free Workplace Act of 1988. The Subrecipient will:
a. Publish a statement notifying employees that it is unlawful to manufacture, distribute, dispense, possess, or use a c ontrolled substance in the applicant’s workplace and such activities are prohibited. The statement must specify the actions that will be taken against empl oyees for violation of this prohibition.
The statement must also notify employees that, as a condition of employment under the federal award, they are required to abide by the terms of the statement and that each employee must agree to notify the employer in writing if the employee is convicted for a violation of a criminal drug statute occurring in the workplace, no later than 5 calendar days after such conviction.
b. Establish an ongoing drug-free awareness program to inform employees about:
i. The dangers of drug abuse in the workplace;
ii. The Subrecipient’s policy of maintaining a drug-free workplace;
iii. Any available drug counseling, rehabilitation, and employee assistance programs; and
iv. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace;
c. Notify the City in writing within 10 ca lendar days after receiving notice from an employee of a drug abuse conviction or otherwise receiving actual notice of a drug abuse conviction. Employers of convicted employees much provide notice, including position title, to every grant officer or other designee on whose grant activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices.
Notice shall
include the identification number(s) of each affected grant;
d. Require that each employee engaged in the performance of the federally funded award be given a copy of the drug-free workplace statement required in item (i) above and notify the employee that one of the following actions will be taken against the employee within 30 calenda r days of receiving notice of any drug abuse conviction:
i. Institution of a personnel action against the employee, up to and EXHIBIT 1
17 including termination consisten t with requirements of the Rehabilitation Act of 1973 (29 U.S.C. 794), as amended; or
ii. Imposition of a requirement that the employee participates satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state, or local health, law enforcement, or other appropriate agency.
e. Identify to the City all known workplaces under the award. The workplace identification must include the actual address of buildings or other sites where work under the award will take place. The Subrecipient must also inform the City of any workplace changes during the performance of the award. The identification of the workplaces must occur either:
i. At the time of application or upon award; or
ii. In documents the applicant keeps on file in its offices during performance of the award, in which case the applicant must make the information available for inspection upon request by the City.
D. Conduct
1. Assignability
The Subrecipient shall not assign or transf er any interest in this Agreement without the prior written consent of th e City thereto; provided, however, that claims for money due or to become due to the Subrecipient from the City under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the City.
2. Subcontracts
a. Approvals
The Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this contract without the written consent of the City prior to the execution of such agreement.
b. Monitoring
The Subrecipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance.
c. Content
EXHIBIT 1
18 The Subrecipient shall cause all of th e provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement.
d. Selection Process
The Subrecipient shall undertake to ensure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the City along with documentation concerning the selection process.
3. Hatch Act
The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent enga ged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C.
4. Conflict of Interest
The Subrecipient agrees to abide by the provisions of 2 CFR 200 and 570.611, which include (but are not limited to) the following:
a. The Subrecipient shall maintain a written code or standards of conduct that shall govern the pe rformance of its officers, employees, or agents engaged in the award and administration of contracts supported by Federal funds.
b. No employee, officer, or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved.
c. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG- assisted activity, or with respect to the proceeds from the CDBG- assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a “covered person” includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the City, the Subrecipient, or any designated public agency.
5. Lobbying
The Subrecipient hereby certifies that:
a. No Federal appropriated funds have be en paid or will be paid, by EXHIBIT 1
19 or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement;
b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions; and
c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrant s, and contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall certify and disclose accordingly:
d. Lobbying Certification
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
6. Copyright
If this contract results in any copyrightable material or inventions, the City and/or grantor agency reserves the right to roya lty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use, the work or materials for governmental purposes.
7. Religious Activities
The Subrecipient agrees that funds provide d under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization.
X. ENVIRONMENTAL CONDITIONS
A. Air and Water
The Subrecipient agrees to comply with the following requirements insofar as they apply EXHIBIT 1
20 to the performance of this Agreement:
Clean Air Act, 42 U.S.C., 7401, et seq.;
Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; Environmental Protection Agency (EPA) regulations pursuant to 40 CFR 50, as amended.
B. Flood Disaster Protection
In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation).
C. Lead-Based Paint
The Subrecipient agrees to complete a lead regulation screening worksheet to identify if real property involved in the Project is ex empt from 24 CFR 35 as specified in 24 CFR Section 35.115.
The Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead-Based Paint Regulations at 24 CFR 570.608, and 24 CFR 35, Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be p roperly notified that such properties may include lead-based paint. Such notification shall point out the hazards of lead-based paint and explain the symptoms, treatment, and precautions that should be taken when dealing with lead-based paint poisoning and the advisability and availability of blood lead level screening for children under seven. Notification shall also include providing owners, prospective owners, and tenants with the “P rotect Your Family from Lead in Your Home” pamphlet in accordance with 24 CFR Section 35.1210(b). The notice should also point out that if lead-based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment, and/or abatement may be conducted.
The Subrecipient further agrees to retain a copy of each notice, evaluation, and clearance or abatement report related to lead-based paint activities undertaken pursuant to 24 CFR 35, Subpart B for at least three years. T hose records applicable to a portion of a residential property for which ongoing lead-based paint maintenance and/or reevaluation activities are required shall be kept and made available for HUD’s review, until at least three years after such activities are no longer required.
D. Historic Preservation
The Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR 800, Advisory Council on Historic Preservation EXHIBIT 1
21 Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement.
In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list.
XI. MISCELLANEOUS PROVISIONS
A. SEVERABILITY
If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.
B. SECTION HEADINGS AND SUBHEADINGS
The section headings and subheadings con tained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
C. WAIVER
The City’s failure to act with respect to a breach by the Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of the City to exercise or enforce any right or provision shall not constitute a waiver of such right or provision.
D. CONSTRUCTION OF LANGUAGE
The terms and conditions in this Agreement have been arrived at through negotiation and each party had a full and fair opportunity to review and revise.
E. ATTORNEY’S FEES
If any action at law or inequity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to costs and reasonable attorney's fees in addition to any other relief to which it may be entitled.
F. GOVERNING LAW
The validity of this Agreement and of any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the State of California.
G. ENTIRE AGREEMENT
This agreement constitutes the entire agre ement between the City and the Subrecipient for the use of funds received under this Agreement and it supersedes all prior or EXHIBIT 1
22 contemporaneous communications and proposals , whether electronic, oral, or written between the City and the Subrecipient with respect to this Agreement.
IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above.
A Tavola Together Foundation, a California
nonprofit corporation
BY:
ITS:
DATE:
CITY: CITY OF STOCKTON, a municipal corporation
By:
JOHNNY FORD
CITY MANAGER
DATE:
ATTEST:
KATHERINE ROLAND, CMC, CPMC
CITY CLERK
CITY OF STOCKTON
APPROVED AS TO FORM:
BY:
MARCI A. ARREDONDO
CITY ATTORNEY
EXHIBIT 1
23 INCORPORATED ATTACHMENTS & EXHIBITS
Exhibit “A” Scope of Work/Services
Exhibit “B” P rogram Budget
Exhibit “C” Insurance Requirements
Exhibit “D” City of Stockton Reimbursement Packet Documents Exhibit “E” Federal Conditions Sections Certifications
Exhibit “F” Federal Award Identification Information
Appendix A
Appendix B
EXHIBIT 1
24 EXHIBIT A
Scope of Work/Services
Agency Name: A Tavola Together Foundation
Program Name: Stockton Community Kitchen
Amount of Grant: $102,500
National Objective: 18C
Matrix Code: LMC
SUBRECIPIENT’s UEI Number: UKU9QC92EZC8
EXECUTIVE SUMMARY
Our program is an Early through End Stage Technical Assistance/Incubator for food entrepreneurs.
The food industry is highly competitive and any new food concepts will need to be delicious, different, and desirable in the marketplace. La ck of training in culinary skills or experience working in the food industry can disqualify candi dates from traditional funding sources. Also training in financial literacy and bus iness development skills is diff icult to afford in low-income communities, so potential entrepreneurs have little access to this necessary training.
Our program offers opportunities to address each of these challenges. By attending classroom instruction, candidates can learn the culinary skil ls they need, gain experience working in a professional kitchen environment, and gain access to the fina ncial literacy and business development training they require. Our counselors , who aid in developing cohort business ideas from initial concept to product launch, have exten sive knowledge and experience in many areas of the food industry. By working with our mentor team, ca ndidates will continue to have access to dedicated professionals to learn from as they bui ld their businesses in our community. The three aspects of our program (culinary classroom in struction, business development, and hands-on mentoring), provide a strong base to begin and continue to operate a strong food business. Through leveraging our relationships we have been ab le to provide culturally competent curricula, communication resources, and language assistance.
Our program has been in operation since 2019 and sp ecifically targets disadvantaged, low-income food business entrepreneurs through entry level, intermediate, and advanced phases of our program, spanning over five years. Our mission is to su ccessfully get cohorts through the program from having a basic idea with no experience or certifications into a successful, financially stable business by the time of graduation, with all the necessary licenses and certifications completed. In 2023, Stockton received the Audrey Nelson Award from the National Community Development Association (NCDA) for supporting the A Tavola Together Foundation in its work helping underserved food entrepreneurs.
We have successfully facilitated early-stage entrepreneurs throughout our program history with successively larger cohort sizes. Our first cohort of the five year program graduated in 2024. By adding curriculum in different languages, such as Spanish, we have great ly expanded our cohort size and our impact on the community. We expect to continue these trends going forward.
Our program has successfully demonstrated our abil ity to administrate and use grant funds of this grant nature over the history of our programs. We ar e a consistent, proven organization that you can trust to properly use funds, be responsive in regard to timeliness and expertise, and submit all EXHIBIT 1
25 necessary due diligence paperwork. We have appl ied for and received many federal, state, and local grants and have had no investigations, lawsu its, or negative findings. The impact and reach of our program has been recognized and awa rded. We believe your grant funds would be meaningfully spent by awarding them to our organization.
PROGRAM NARRATIVE
Our program would be considered an Early to End Stage Technical Assistance/Incubator and we operate in downtown Stockton. Historically, this program has done two cohorts per year and over time ramped that up to three cohorts per year. We will be using the funding to continue our operations. The food industry is highly competitive and any new food concepts will need to be delicious, different, and desirable in the marketp lace. Lack of training in culinary skills or experience working in the food industry can disqualify candidates from traditional funding sources.
Also training in financial liter acy and business development skills is difficult to afford in low- income communities, so potential entrepreneurs have little access to this necessary training.
Our program offers opportunities to address each of these challenges. By attending classroom instruction, candidates can learn the culinary skills they need, gain experience working in a professional kitchen environment, and gain access to the fina ncial literacy and business development training they require. Our counselors, who aid in developing their business ideas from initial concept to product launch, have extensi ve knowledge and experience in many areas of the food industry. By working with our mentor team, candi dates will continue to have access to dedicated professionals to learn from as they bui ld their businesses in our community. The three aspects of our program (culinary classroom in struction, business development, and hands-on mentoring), provide a strong base to begin and continue to operate a strong food business. Through leveraging our relationships, we have been able to provide culturally competent curricula, communication resources, and language assistance.
Our model focuses on three specific groups of individuals who have been identified as potential users of our program and facilities. First, small bu siness entrepreneurs who are already in business but who require access to a larger or commercial kitchen in order to expand their business. Second, low-income entrepreneurs who would like to enter the food industry. These participants likely have an idea for a food-based business but are unable to move forward with it due to a lack of background, resources, or skills needed to execute their idea. And third, individuals who have an idea, business plan, or an active, revenue-generating business model but need access to resources and mentoring to bring their product to market.
Our pre-incubation cohort-based ph ase is an entry-level sixteen- week program. To accommodate working adults, the course has been divided in to twelve-week and 4-week evening sessions.
Session one focuses on business de velopment, certification, and education. Session two allows students to work in a commercial kitchen while refining their business plan. The first twelve weeks of our entry-level program focus on: business plan development, financing and business capital, marketing and branding, commercial kitchen use, California Department of Public Health requirements, cottage food laws, FDA packaging, and industry certifications including Serv-Safe.
The next four-week training includes: review of and revisions to the participant's business plan, training in a commercial kitchen and vetting of business plans to refine successful turnout models.
Our entry-level program operates out of the Bel la Vista kitchen located in downtown Stockton, EXHIBIT 1
26 which is a full-service commercial facility. With acc ess to the kitchen the entrepreneurs are able to learn the skills necessary to run a business. The instruction provided by professional culinary instructors from Delta College has allowed the en trepreneurs access to quality instruction, by professionals who currently work in the food i ndustry. Over the 16 weeks of the course the entrepreneurs learn the basics needed to launc h a business. Once they master the basics and complete the training and mentoring portion of the progr am, they then enter the incubator phase to bring the business to market. Program participants who successfully complete this phase will continue to receive technical assistance in th e areas listed above, a nd other advanced areas appropriate to their business objectives. In addition, they will have access to affordable commercial kitchen facilities to support their business sales. Once participants complete both sessions, they are eligible to apply for the incubator program, modeled after the program implemented by La Cocina.
The incubator phase lasts from one to five year s depending on the experience and skills of the entrepreneur. We begin by working with our pa rtners and other programs in the foundation to create access to opportunities to gain experi ence with production, pricing, recipe costing, menu planning, and refining of their brand. In this phase , they have regular meetings with program staff to appraise progress and answer any questions th ey may have. If they already have ample experience in a commercial kitc hen, they will begin taking on catering opportunities facilitated by the Stockton Community Kitchen (SCK). If they need more experience, they are hired to work with pre-established SCK programs (such as Aging community or First five meals) to gain comfort and familiarity with working in a commercial kitche n environment. Once they have demonstrated a high level of competence, we move the entrepreneur towards regular recurring sales opportunities with the International Food Hub, farmer's markets, and pop-ups. When benchmarks have been met and the entrepreneur has consistent revenues, we work on a graduation plan.
We work with each cohort member to meet their personal business goals, whether it be establishing a brick-and-mortar location, food truck, online, or cat ering operation. We ensure they have access to financial, legal, and vendor resour ces to be successful in future stages of their business growth and development, as well as partnering them with a mentor for any issues that may arise. Multiple graduates of the program have returned to mentor future cohorts.
We track outcomes over the life of the five-year program and collect cohort data through self- certification forms given to each participant. Our expected outcome is to graduate from our program with a successful business concept and all the licenses and experience necessary to bring that to fruition. At this point our program graduates have not been in operation long enough to have meaningful long-term information, but our goal is to have our cohorts business’ survive 5+ years with a 75-80% success rate compared to the current industry average of 40-50%. Many of our graduates have used their skills for their employers instead, our program having made them a more attractive candidate.
Method Of Approach
We understand the requirements of the Scope of Work. We maintain records on program beneficiaries, document all servi ces provided, and activities carried out. We will collect all data necessary for the reporting matrices via self-c ertification forms, cohort surveys, and program tracking. On a quarterly basis we gather inform ation and review the results to see if our program requires any changes or modifica tions to current conditions. For best practices, information is gathered by multiple staff members, and we assi gn a senior staff member to be responsible for EXHIBIT 1
27 gathering all the data and formatting it for review . All data is reviewed by the team to ensure accuracy and completeness. We use industry accep ted data collection methods, such as: self- certification forms, surveys, and interviews. Th ese methods are evaluate d every year for any industry developments or missing areas.
EXHIBIT 1
28 EXHIBIT B
Program/Project Budget
Funding Uses/Expenses City of Stockton Allocation
Program & Operating Expenses
(Consulting fees) $10,000
Program & Operating Expenses (Food,
supplies, office supplies) $12,000
Project Management (staff) $60,000
Utilities $18,000
Stockton Small Business Week Event
Supplies $2,500
Total $102,500
EXHIBIT 1
29 EXHIBIT C
Insurance Requirements
Subrecipient 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 Subrecipient, 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 Subrecipient 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) If the Subrecipient 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:
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 Subrecipient 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 Subrecipient’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 EXHIBIT 1
30 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 Subrecipient’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 Subrecipient’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 Subrecipient’s insurance coverage to the sole negligence of the Named Insured.
Umbrella or Excess Policy
The Subrecipient 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 Subrecipient’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
Subrecipient hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Subrecipient may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Subrecipient 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
Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Subrecipient 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 EXHIBIT 1
31 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 Subrecipient or a subcontractor of the Subrecipient who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Subrecipient 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
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 Subrecipient must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
Verification of Coverage
Subrecipient 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 Subrecipient’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
Subrecipient shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Subrecipient shall ensure that City of Stockton is an additional EXHIBIT 1
32 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
425 N. El Dorado Street – HR
Stockton, CA 95202
EXHIBIT 1
33 EXHIBIT D
City of Stockton Reimbursement Packet Documents
Remit to:
By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award.
I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, ci vil or administrative penalties for fraud, false statements, false claims or otherwis e. (U.S. Code Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812.)
Authorized Program Staff Date
Subrecipient Name:
Contract Number: Date Submitted: Contract Service Term:
Invoice No.: Program Description: Contract Year:
Item # Budget Category Budget Amount Invoice
Request
YTD
Reimbursement Balance Usage
1 2
3 4
5 6
7 TOTALS %
EXHIBIT 1
34 COMMUNITY DEVELOPMENT BLOCK GRANT
ENTREPRENUERSHIP GRANT PROGRAM QUARTERLY REPORT
Agreement No. Subrecipient
(Organization):
Contact Person (Name and Title):
Quarter Being
Reported: Date Submitted
Required Reporting Metrics
Total Number of Businesses Assisted This Quarter
Number of new businesses assisted: Number of existing businesses assisted:
Number of businesses expanding (if applicable):
Number of businesses relocating (if applicable):
Number of aspiring businesses assisted (business does not yet exist):
Race and Ethnicity Data for Businesses Assisted This Quarter Race Non-Hispanic/Latino Hispanic/Latino
White
Asian
Native Hawaiian/Other Pacific
Islander
Black/African American
American Indian/Alaskan Native
Asian & White
Black/African American & White
American Indian/Alaskan Native
& White
American Indian/Alaskan Native
& Black
Other/Multiracial
EXHIBIT 1
35 TOTALS
Income Level for Businesses Assisted This Quarter
Moderate (>80%) Income Very Low (50%) Income
Low (80%) Income Extremely Low (<30%)
Income
Services and Accomplishments During This Quarter
Services provided to the businesses/aspiring entrepreneurs:
EXHIBIT 1
36 CITY OF STOCKTON
SELF-CERTIFICATION HOUSEHOLD INCOME VERIFICATION
ENTREPRENEURSHIP ECOSYSTEM BUILDING PROGRAM
Following to be completed by the BUSINESS SERVICE ORGANIZATION
Business Service Organization (BSO): _____
BSO Address: , Stockton CA _ _____
BSO Contact Name: Title: _____
BSO Telephone: Email: __________________
Date(s) of Service Provided to Program Beneficiary: ____________ Please check appropriate box: New Beneficiary Previous Beneficiary Please check appropriate box:
Individual/Aspiring Business Served New Business Served Existing Business Served If the beneficiary was an existing business, were they:
Expanding? Yes No
Relocating? Yes No
Did the BSO provide services to staff of the program beneficiary (business owner)? Yes, services were provided to staff members No Indicate Type of Service:
Business Consulting Access to Capital Workshop Attendee Cohort Participant Training attendee Financial Guidance Other: _________________
BSO Signature: ____________________
BSO Print Name: ______________________Date:
Following to be completed by the PROGRAM BENEFICIARY/BUSINESS OWNER The Business Service Organization (BSO) you are receiving assistance from was assisted under a Federally funding program which has, as one of its objectives, the creation of jobs or services for low- and moderate-income persons. Whether you are from a low/moderate-income household depends on the size of the household and your total household income.
Please first circle the number of members in your household, then circle your total household income in the same row. Income is defined as the total annual gross income of all household members 18-years of age or older residing within the home . Students away at college but still reported as a dependent on a family member’s tax return should also be included . Household member refers all persons living in the same household for the past 12-month period who are related by birth, marriage or adoption.
EXHIBIT 1
37 Step 1:
House-
hold Size
(Circle
One)
Step 2: Total Annual Household Income
(On the row that has your Household size, Circle your total annual household income) EL (0-30% AMI) VL (31-50% AMI) L (51-80% AMI) M (81% AMI and Greater)
1 $22,000 or less
$22,201 - $36,650
$36,651- $58,600
$58,601 or more
2 $25,150 or less $25,151 - $41,850 $41,851- $67,000 $67,001 or more 3 $28,300 or less $28,301 - $47,100 $47,101- $75,350 $75,351 or more 4 $31,400 or less $31,401 - $52,300 $52,301- $83,700 $83,701 or more 5 $33,950 or less $33,951 - $56,500 $56,501- $90,400 $90,401 or more 6 $36,450 or less $36,451 - $60,700 $60,701- $97,100 $97,101 or more 7 $38,950 or less $38,951 - $64,900 $64,901- $103,800 $103,801 or more 8 $41,450 or less $41,451 - $69,050 $69,051- $110,500 $110,501 or more
Following to be completed by the PROGRAM BENEFICIARY (Cont’d)
EMPLOYMENT STATUS
Part-time or Full-time
POSITION CURRENTLY HELD:
OTHER DEMOGRAPHIC INFORMATION
Ethnicity: Hispanic or Non-Hispanic
Race (please check one):
White (Caucasian) Black/African American
Asian American Indian/Alaskan Native
Native Hawaiian/Other Pacific Islander American Indian/Alaskan Native & White Asian & White American Indian/Alaskan Native & Black Black/African American & White Other/Multiracial
Does your family have a Female Head of the Household? Yes or No
If this is a new position, were you previously unemployed? Yes or No
If you are a current business owner, does your business have a Unique Identifier Number (UEI)? Yes, Please provide: or No
I hereby certify that the information on this form is accurate and complete. I understand that this self- certification may be subject to further verification by the agency providing services, the City of Stockton, or the U.S. Department of Housing and Urban Development. I, therefore, authorize such verification, and I will provide supporting documents, if necessary. Warning: Title 18, Section 1001 of the U.S. Code states that a person is guilty of a felony for knowingly and willingly making false or fraudulent statements to any department of the U.S. Government.
Program Beneficiary Name (please print):
EXHIBIT 1
38 Signature (Parent/Guardian if under 18 years old) Date
Please return completed, signed form to:
City of Stockton
Economic Development Department
501 W. Weber Ave., Bldg 2
Stockton, CA 95203
Phone: (209) 937-8539
[email protected]
Income levels current as published by HUD effective April 1, 2025 (80% of median – low income) https://www.huduser.gov/portal/datasets/il/il2025/select_Geography.odn
form updated 2/27/2026
EXHIBIT 1
39 COMMUNITY DEVELOPMENT BLOCK GRANT
ENTREPRENUERSHIP GRANT PROGRAM ANNUAL REPORT
Agreement No. Subrecipient
(Organization):
Contact Person
(Name and Title):
Date Submitted:
Required Reporting Metrics
Total Number of Businesses Assisted (Do Not Double Count) Number of new businesses assisted: Number of existing businesses assisted:
Number of aspiring businesses assisted (business does not yet exist):
Race for Total Number of Businesses Assisted
Race Non-Hispanic/Latino Hispanic/Latino
White
Asian
Native Hawaiian/Other Pacific
Islander
Black/African American
American Indian/Alaskan Native
Asian & White
Black/African American & White
American Indian/Alaskan Native
& White
American Indian/Alaskan Native
& Black
Other/Multiracial
EXHIBIT 1
40 TOTALS
Income Level for all Businesses Assisted
Moderate (>80%) Income Very Low (50%) Income
Low (80%) Income Extremely Low (<30%)
Income
Services and Accomplishments During This Year
Services provided to the businesses/aspiring entrepreneurs:
Annual highlight and/or success story:
EXHIBIT 1
41 EXHIBIT 1
42 EXHIBIT E
Federal Conditions Sections Certifications
In December 2014, 2 CFR Part 200 – “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” commonly referred to as Uniform Guidance, became effective for all federal agencies and their grantees. This sweeping regulation replaced, combined, and streamlined eight previous sets of federal regulations. With this certification, Subrecipient acknowledges reading the Federal Conditions and the corresponding Sections related to 2 CFR Part 200 as well as HUD related CFRs as outlined in this Exhibit. Subrecipient understands that compliance with these Sections is a condition of the CDBG Grant Agreement between the City of Stockton and the Subrecipient.
The Federal Conditions Sections and federal regulations that are relevant to this grant include, but are not limited are as follows:
List of Sections Reviewed:
Section 1: 2 CFR Part 200 Uniform Administrative Requirements Section 2: 2 CFR Part 200 Cost Principles for Non-Profits Section 3: 2 CFR Part 200 Audit Requirements
24 CFR 570.602 Section 109 - Non-Discrimination
24 CFR 570.607 EEO- Non-Discrimination
24 CFR 570.604 Environmental Standards
24 CFR 570.605 National Flood Insurance
24 CFR Part 87 Restrictions on Lobbying
24 CFR 570.207 Restrictions on Political Activities
24 CFR 570.200 (j) Restrictions on Religious Activities 24 CFR Part 570 Education - Non-Discrimination
EXHIBIT 1
43 EXHIBIT F
FEDERAL AWARD IDENTIFICATION INFORMATION
1. SUBRECIPENT’S name: A Tavola Together Foundation
2. SUBRECIPIENT’S UEI Number: UKU9QC92EZC8
3. Federal Award Identification Number (FAIN): B-23-MC-0026 and B-24-MC-0026
4. Federal Award Date: 8/30/2023 and 12/9/2024
5. Subaward Period of Performance Start and End Date: April 1, 2026 – March 31, 2027
6. Amount of Federal Funds Obligated by this action by the CITY entity to the SUBRECIPIENT: $102,500
7. Total amount of Federal Funds Obligated to the SUBRECIPIENT by the CITY including the current obligation: $102,500
8. Total amount of Federal Award committed to the SUBRECIPIENT by the CITY: $102,500
9. Federal award project description, as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA): CDBG
10. Name of Federal awarding agency: US Department of Housing and Urban Development (HUD)
11. Contact information for CITY official responsible for awarding funding: Angelina Abella, [email protected]
12. CFDA Number and Name: 14.218 CDBG
13. Identification of whether the award is Research and Development (R&D): No
14. Indirect cost rate for the HUD award to the CITY: N/A
15. Indirect cost rate for the subaward (which must be an approved Federally-recognized indirect cost rate negotiated between the SUBRECIPIENT and the Federal government or, if no such rate exists, either a rate negotiated between the CITY and the SUBRECIPIENT (in compliance with 2 CFR part 200), or a de minimis indirect cost rate as defined in §200.414(f)): N/A
EXHIBIT 1
44 APPENDIX A
1. Reporting Requirements
a. HUD recordkeeping regulations at 24 CFR Part 121 specifies the types of racial and ethnic data to be maintained. Subrecipient shall use HUD-issued “OMB Standards for Federal Data on Race and Ethnicity: HUD Policy Statement and Implementing Guidelines” that specifies the manner in which racial and ethnic characteristics are to be gathered, maintained, and submitted to City of Stockton and HUD. This format shall be utilized to collect racial and ethnic data. Th is format allows for self-identification of ethnicity from one of two ethnic categories (i.e., “Hispanic/Latino” and “Non- Hispanic/Latino”) and race from one or more of five racial categories. Observation method is described in the implementing guidelines indicated above. (Required by Title VI and Section 109 implementing regulations at 24 CFR Parts 1.6(b) and 6.10(c) and with recordkeeping requirements at 24 CFR Part 121
b. Subrecipient shall gather, maintain, and submit racial, ethnic, gender, head of household and family, housing status and financial assistance received for each program participant documentation that describes the extent to which Program beneficiaries to the activity funded by this Agreement. Beneficiaries and prospe ctive beneficiaries shall be expected to self-identify disability status. This requirement is intended to ensure meaningful access and participation for persons with disabilities. (Required by Section 504 implementing regulations at 24 CFR Part 8.55(b)
c. Subrecipient shall analyze, at least on a quarterly basis, the degree to which racial and ethnic minorities, female-headed households, persons with disabilities, as well as the categories covered in paragraph “5.b.” of this Appendix, are participating in the activity funded by this Agreement. Where subrecipient identifies underrepresentation of any group (underrepresentation of 10% or more in participation compared to its representation in the Stockton general population is considered significant) based on race, color, national origin, gender, or disability, the subrecipient shall adjust the administration of this funded activity in an effort to promote greater equity in participation (e.g., affirmative marketing/outreach). (Required by Title VI and Section 109 implementing regulations at 24 CFR Parts 1.4 and 6.4; Section 504 implementing regulations at 24 CFR Part 8.4(b); Section 808(e)(5) of the Fair Housing Act which requires HUD-funded activities to affirmatively further fair housing; and HUD’s Civil Rights-Related Program Requirements at 24 CFR 570.601)
2. Definitions:
a. Family is defined in the Entitlement program as a group of persons residing together, and includes but is not limited to: a family with or without children, an elderly family; a near-elderly family; a disabled family; a displaced family; An individual living in a housing unit that contains no other person(s) related to him/her is considered to be a one-person family for this purpose. Adult children who continue to live at home with their parent(s) are considered to be part of the family for this purpose and their income must be counted in determining the total family income. A dependent child who is living EXHIBIT 1
45 outside of the home (for example, students living in a dormitory or other student housing) is considered for these purposes to be part of the family upon which he/she is dependent, even though he/she is living in another housing unit.
b. Household is defined in the Entitlement program as all persons occupying the same housing unit, regardless of their relationship to each other. The occupants could consist of a single family, two or more families living together, or any other group of related or unrelated persons who share living arrangements.
3. Additional Requirements:
a. Subrecipients that employ fifteen (15) or more persons shall designate at least one person to coordinate efforts to comply with Section 504 requirements. Designated Section 504 (Accessibility) Coordinator shall coordinate efforts to comply with Section 504 program and physical requirements. Require ments include, but are not limited to:
posting in a non-discrimination notice that includes the name and contact telephone number for the Section 504 Coordinator (notice must also be included in informational, advertising, and marketing materials); reasonable accommodation, removal of architectural barriers, policies and practices that promote access for persons with disabilities, grievance policies and procedures that incorporate appropriate due process standards and that provide for the prompt and equitable resolution of complaints alleging any action prohibited by Section 504, etc.
b. Grievance procedures shall include: 1) overseeing the investigation and resolution of complaints by the designated Section 504 Coordinator and documenting the number, nature, and outcomes of grievances; 2) notifying an individual of the right to file a complaint with the state or federal government against the City of Stockton or subrecipient without filing first with the state office; 3: displaying the name(s) and phone number(s) of the Section 504 Coordinator(s); and 4) notifying applicants, participants, and beneficiaries of its grievance policy on all forms and documents used to communicate with them or when the City of Stockton or subrecipient’s decision may have an adverse impact to a prospective applicant, participant, or beneficiary.
Subrecipient shall post the grievance policy at its office to notify applicants, participants, and beneficiaries. (Required by Section 504 implementing regulations at 24 CFR Part
8.53(a).
EXHIBIT 1
46 c. CDBG subrecipients shall be required to submit QUARTERLY Consolidated Annual Performance and Evaluation Report (CAPER) Data Reports. d. City of Stockton may withhold reimbursement payment(s) in cases of non- compliance until non-compliance is cured.
EXHIBIT 1
47 APPENDIX B
1. Budget: Budget line items may be modified by mutual agreement with written authorization by Community Development Block Grant (CDBG) Program Manager or a City of Stockton designee.
2. Reimbursement Eligibility:
a. In order for costs to be reimbursable, costs must be reasonable, allowable, documented, and allocable. Only an executed subrecipient funding agreement authorizes these costs to be reimbursed for costs incurred during the term of the agreement. Any expenditure accrued or costs incurred prior to or after the term of the agreement will be ineligible for reimbursement.
b. City of Stockton reserves the right to hold or return reimbursement requests and disallow incurred expenses based on compliance with agreement. All financial transactions must be supported by complete and verifiable source documents. These records must provide a clear audit trail and must be maintained as specified by federal guidelines.
3. Reimbursement Request Submission:
a. Subrecipients must use the City of Stockton’s Vendor Self Service Portal for invoice and supporting documentation submission.
b. Unless Subrecipient and CITY have agreed to monthly invoicing submittal, Subrecipient must submit reimbursement requests at least once per quarter. c. Subrecipients that have agreed to submit monthly invoicing, must submit its Draw Requests no later than 15 days after the end of the month. Failure to comply with this requirement may default to a quarterly invoice if decided by CITY staff. d. Subrecipients must submit the City-issued coversheet (Exhibit D) with every invoice.
e. Invoice supporting documentation must include, at a minimum, the following information:
1. Vendor name
2. Item description
3. Date
4. Check/invoice number
5. Total dollar amount of the item(s)
6. % allocated to the City
7. Amount requested from the City
f. Supporting Documentation must be neatly organized and bundled by approved budget line item categories (i.e. salaries, operations, etc). Each bundle must clearly identify which budget line item the documentation applies to by placing an itemized summary sheet/cover page on each bundle listing each invoice with subtotals and/or totals. g. Staffing Costs:
1. Timesheets for each staff member charging time to the funding source must be submitted for each pay period. The City of Stockton will only reimburse time/salary for job positions/personnel identified and EXHIBIT 1
48 approved within the application for funding. If at any time during the contract period there is a change in program personnel within the approved job position, Subrecipient must notify the City of Stockton of the change and request City approval to fund new personnel;
2. Allowable time charged to the grant for each CITY approved position will be limited to the number of hours allocated to the project as listed in the application.
3. Staff and her/his manager must sign timesheets;
4. Timesheets must reflect the total time worked each day and specify the number of hours being charged to the Community Development Block Grant; Subrecipient must use the timesheet tracking and any related forms provided by the City. Only Community Development Block Grant hours worked will be paid, based on the hourly rate approved at the time of application; supporting documentation of pay increases during the program year for staff covered by the grant must be submitted (e.g.
Human Resources pay rate increase documentation and/or other equivalent documentation that demonstrates a pay rate increase was processed and approved).
5. If the employee is hourly pay exempt, timesheets detailing hourly time and effort reporting must still be turned in. Otherwise, the position(s) cannot be billed as direct costs. A payroll register or paystubs must be submitted in tandem with the corresponding timesheets. .
6. The cost of fringe benefits in the form of employer contributions or expenses for social security; employee life, health, unemployment, and worker's compensation insurance (except as indicated in CFR § 200.447); pension plan costs; and other similar benefits are allowable pursuant to CFR § 200.431, provided such benefits are granted under established written policies and do not exceed 20% of total salary costs per employee .
Such benefits, must be allocated to Federal awards and all other activities in a manner consistent with the pattern of benefits attributable to the individuals or group(s) of employees whose salaries and wages are chargeable to such Federal awards and other activities, and charged as direct or indirect costs in accordance with the non-Federal entity’s accounting practices.
7. The cost of fringe benefits in the form of regular compensation paid to employees during periods of authorized absences from the job, such as for annual leave, family-related leave, sick leave, holidays, court leave, military leave, administrative leave, and other similar benefits, are allowable if all of the following criteria are met:
(i) They are provided under established written leave policies; (ii) The costs are equitably allocated to all related activities, including Federal awards; and,
(iii) The accounting basis (cash or accrual) selected for costing each type of leave is consistently followed by the non-Federal entity or specified grouping of employees.
8. Bonuses are not allowable expenses.
EXHIBIT 1
49 9. Subrecipient may pay for overtime, extra-pay shifts, and multi- shift work only with prior approval from the City of Stockton.
h. City of Stockton Community Development Block Grant funds are released on a reimbursement basis, except when authorized by the City of Stockton for advanced payment. Requested reimbursement for costs must have the City’s Standard Invoicing form with source documentation that substantiates that the costs were incurred and evidence of payment made. Payment by the City is not to be construed as final in the event it or HUD disallows any reimbursement of costs.
i. Personal Identifiable Information (PII) must be removed from the invoice backup documentation before submittal, except when SUBRECIPIENT is informed by City that PII is required to determine client eligibility. If the City informs SUBRECIPIENT that specified PII is required, other client information not needed to determine client eligibility must be removed. Failure to remove Personal Identifiable Information may result in the invoice being rejected and returned for revision. PII must be removed for both organization staff and program participants.
1. When alone and/or combined with other PII, the following information can be PII and must be removed from invoicing:
i. Names
ii. Social security number
iii. Driver’s license number
iv. Patient/Client ID numbers
v. Addresses
vi. Personal telephone numbers
vii. Biometric data
viii. Date and place of birth
ix. Race or ethnicity
x. Religion
xi. Geographical indicators
xii. Financial information
EXHIBIT 1
1 AGREEMENT BETWEEN CITY OF STOCKTON
AND
UPTIMA ENTREPRENEUR
COOPERATIVE
FOR
COMMUNITY DEVELOPMENT BLOCK GRANT
(Services)
This agreement (the “Agreement”) is entered into on , 2026, by and between the City of Stockton, a municipal corporation (“City”) and Uptima Entrepreneur Cooperative (“Subrecipient”).
RECITALS
WHEREAS, the City has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law 93-383, Catalog of Federal Domestic Assistance number 14.218, otherwise known as the Community Development Block Grant Entitlement for City; WHEREAS, pursuant to such grant, CITY is undertaking certain programs and services necessary for the planning, implementation, or execution of such Community Development Block Grant; and
WHEREAS, the Subrecipient applied for Entrepreneurship Grant funding and the City agrees to engage the Subrecipient to assist the City in utilizing funds received for Community Development Block Grant funded by the U.S. Department of Housing and Urban Development to provide services to Stockton small businesses that meet the requirements described in Section 24 of the Code of Federal Regulations, Part 570, Community Development Block Grants ("24 C.F.R. Part 570") and Title 2 of the Code of Federal Regulations, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards ("2 C.F.R. Part 200").
WHEREAS, on March 31, 2026, the Stockton City Council Approved Resolution No. __, wherein Subrecipient has been allocated the amount of $81,540 (“Funds”) from the Community Development Block Grant Entitlement Program for the Project. Additional Project and Subrecipient information is presented at Exhibit F.
AGREEMENT
NOW, THEREFORE, in recognition of the mutual consideration provided herein, City and Subrecipient hereby agree that the aforementioned recitals are true and correct and further agree as follows:
EXHIBIT 2
2 I. SCOPE OF SERVICE
A. Activities
The Subrecipient will be responsible for administering a CDBG program in a manner satisfactory to the City, consistent with any standards required as a condition of providing these funds, in compliance with this Agreement, and as described in Exhibit A (the “Project”). Such Project will include the following activities eligible under the Community Development Block Grant program:
a. Subrecipient’s Activities and Services:
The program will host 12 monthly virtual workshops to help Stockton small business and cooperative owners strengthen their business models, financial management, access to capital, and succession planning while addressing current economic challenges. Workshops also serve as a pathway into intensive one -on- one advising, with a structured enrollment process that prioritizes LMI -owned businesses and those in underserved areas such as South Stockton. Selected participants receive customized consulting support in strategy, finance, capital access, cooperative conversion, and operational development to build long -term sustainability and resilience.
B. Major Deliverables
a. Serve 120 business owners through with the monthly workshop series. b. Provide intensive one-on-one advising and consulting to support the growth and retention of 30 small businesses and cooperatives.
c. Plan and c onduct a public event for Stockton Small Business Week between the dates of May 3 -May 9, 2026.
d. Program deliverables will be reported on a quarterly and annual basis including but not limited to beneficiary demographic and income level data as well as narratives related to subrecipient performance as required by HUD.
Project Delivery
Subrecipient shall comply with the goals and performance standards defined below and outlined in the City’s Entrepreneurship Grant application, which is hereby included in this Agreement by reference.
General Administration
The Funds for the Project are to be administered under the direction of the Subrecipient’s Executive Director.
C. National Objectives
All activities funded with CDGB funds must meet one of the CDBG program’s National Objectives: benefit low - and moderate -income persons; aid in the prevention or elimination of slums or blight; or meet community development EXHIBIT 2
3 needs having a particular urgency, as defined in 24 CFR 570.208.
The Subrecipient certifies that the activity(ies) carried out under this Agreement will meet National Objective 1: benefit to low - and moderate - income (LMI) persons. The National Objective will be met by serving low mod limited clientele (LMC) and at least 51% of the beneficiaries will be LMI persons.
D. Staffing
If the SUBRECIPIENT experiences any staff changes with key personnel assigned at contract execution, the SUBRECIPIENT must notify the CITY and receive approval from the CITY project manager. Additionally, the SUBRECIPENT must notify the CITY project manager of any changes in the pay rate of key personnel charging time to the CITY CDBG project.
E. Performance Monitoring
The City will monitor the performance of the Subrecipient against goals and performance standards as stated above. Substandard performance as determined by the City will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the Subrecipient within 30 days after being notified by the City, contract suspension or termination procedures may be initiated
II. TIME OF PERFORMANCE/TERM
Services of the Subrecipient shall start on April 1, 2026, and end on March 31, 2027.
The term of this Agreement and the provisions herein may be extended by written agreement to cover any additional time period during which the Subrecipient remains in control of CDBG funds or other CDBG assets, including program income. Either party may terminate this Agreement at any time during the term of this Agreement by giving the other party 30 -day written notice that such party intends to terminate this Agreement. In the event of termination by either party, Subrecipient shall be entitled to compensation for all eligible expenses incurred up to the date of termination. This Agreement may be terminated if Subrecipient fails to comply with any term of the award and the City may suspend the operation of the Agreement for up to sixty (60) days upon notice based on the City’s reasonable grounds to question the fiscal accountability, financial soundness, or compliance with this Agreement by the Subrecipient.
III. PAYMENT
It is expressly agreed and understood that the total amount to be paid by the City to the Subrecipient under this Agreement shall not exceed the amount of $81,540 .
Drawdowns for the payment of eligible expenses shall be made against the line -item budgets specified in “Exhibit B” herein and in accordance with performance. Expenses for general administration shall also be paid against the line -item budgets specified in “Exhibit B” and in accordance with performance.
EXHIBIT 2
4 City shall only make payments for those Activities that comply with (a) the terms and conditions of this Agreement, (b) the financial management system in accordance with the standards specified in 2 CFR 200, and (c) 24 C.F.R. Part 570.
Payments shall be made on a reimbursement basis for actual costs incurred in providing services. Subrecipient shall submit a requisition itemizing all costs incurred by budget category as contained on the attached form marked Exhibit B. Requisitions shall be submitted to City on a quarterly basis through the City’s Vendor Self Service Portal. All costs listed on requisitions shall be accompanied by copies of invoices, bills, receipts, or payroll records. All payments shall be made to Subrecipient within 30 days from the date requisition is received by City, provided the City has received the required documentation and reporting. Failure to provide any of the required documentation and reporting will cause the City to withhold all or a portion of a request for reimbursement until such documentation and reporting has been received and approved by the City. City shall only be obligated to pay Subrecipient upon City's receipt of grant funds from HUD. Subrecipient will not be reimbursed for any expenses paid outside of the agreement term. Quarterly reports must be submitted for the time period requesting reimbursements.
The Subrecipient shall submit invoices on a quarterly basis in congruence with the quarterly reports as indicated in section VIII(C)(2) of this Agreement. All invoices must include a complete and accurate cover sheet as provided in Exhibit D , substantive and complete supporting documentation for eligible activities for which Subrecipient is requesting reimbursement, and all invoices must be submitted through the City’s Vendor Self Service Portal. Failure to submit an accurate and complete corresponding quarterly report may result in the delay or rejection of the invoice until the beginning of the next quarter.
The Subrecipient shall submit all final requests for reimbursements no later than 15 days after March 31.
IV. DRAW DOWN OF FUNDS
Draw down of funds shall be determined between the CITY and the SUBRECIPIENT, as stated in the Appendices A and B.
In every case, payment will be made subject to receipt of a written requisition for payment from SUBRECIPIENT specifying and certifying that such expenses are in conformance with this Agreement and SUBRECIPIENT is entitled to receive the amount requisitioned under the terms of the Agreement. To comply with 2 CFR 200.415, with each requisition for payment, an official authorized to bind SUBRECIPIENT shall certify that “By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812).” This certification must be included on the City-provided coversheet referenced in Exhibit D.
A. SUBRECIPIENT agrees that the General Provisions for Selected Items of Cost (2 EXHIBIT 2
5 CFR 200.420-200.475) shall be used to determine the allow-ability of invoiced costs.
B. Requisitions for Payment will be dispersed upon request provided that:
i. The Requisition for Payment is submitted with an original authorized signature;
ii. That all Requisitions for Payment are accompanied with supporting documentation verifying all costs are specific to carrying out the Agreement Scope;
iii. That a Budget Amendment Form be requested from City, and if approved by City, be returned with an original authorized signature for any Requisition for Payment that varies from the original approved Project Budget. City Approval of the budget amendment will be evaluated based on the nature of the request in comparison to the contract scope, and shall be subject to prior-approval by HUD, if required, pursuant to 2 CFR 200.308. The City of Stockton will only allow up to two
Budget Amendments during the contract period, but no later than December 31.
C. SUBRECIPIENT shall not claim reimbursement from CITY for (or apply sums received from the CITY with respect to) that portion of any of its obligations which has been or should be paid by another source.
D. SUBRECIPIENT shall be reimbursed only for eligible expenses incurred during the specified time period of the Agreement.
E. SUBRECIPIENT shall notify CITY in writing of all authorized personnel who shall be empowered to file requests for payment and pick up reimbursement checks pursuant to the Agreement.
F. Disbursement of funds may be withheld if periodic (QUARTERLY) activity reports are not provided according to this Agreement.
G. Upon receipt of payment of its final written requisition, SUBRECIPIENT shall have no entitlement to any unused funds.
V. NOTICES
Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice.
Communication and details concerning this contract shall be directed to the following contract representatives:
A. Notice or communication to Subrecipient is addressed as follows:
Uptima Entrepreneur Cooperative
2323 Broadway
Oakland, CA 94612
Attn: Founder
B. Notice or communication to City is addressed as follows:
EXHIBIT 2
6 City of Stockton Economic Development Department
425 N. El Dorado Street
Stockton, California 95202
Attn: Director
VI. ADVERTISING CONDITIONS
A. Advertisement and Web Presence . Subrecipient shall have an organizational web-based presence and effectively advertise and promote the Project on their website to reach a wider audience. Subrecipient shall translate marketing information, both in -print and web -based, into Spanish and/or other languages reflective of the target community.
B. SUBRECIPIENT agrees that in advertisements or public notices regarding the Community Development Block Grant -funded portion of the program, that such ads or notices will include wording to the effect that the program, or a portion thereof, is funded through a Community Development Block Grant award provided by the City of Stockton.
VII. GENERAL CONDITIONS
A. General Compliance
The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Subrecipient does not assume the Recipient’s environmental responsibilities described in 24 CFR 570.604 and (2) the Subrecipient does not assume the Recipient’s responsibility for initiating the review process under the provisions of 24 CFR 52. The Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available.
B. “Independent Contractor”
Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties.
The Subrecipient shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The City shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as the Subrecipient is an independent contractor.
C. Hold Harmless
To the fullest extent permitted by law, Subrecipient shall hold harmless, defend and EXHIBIT 2
7 indemnify the City 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 Subrecipient’s performance 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. 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.
If the Subrecipient should subcontract all or any portion of the work to be performed under this Agreement, the Subrecipient shall require each sub -contractor to indemnify, hold harmless and defend the City and its officers, officials, employees, and volunteers in accordance with the terms of the preceding paragraph.
D. Workers’ Compensation
The Subrecipient shall provide Workers’ Compensation Insurance coverage for all of its employees involved in the performance of this Agreement.
E. Insurance
The Subrecipient 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 and the results of that work by Subrecipient with limits and other requirements as stated in Exhibit C.
F. City Recognition
The Subrecipient shall ensure recognition of the role of the City in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. The Subrecipient shall adhere to all City guidelines and protocols regarding use of the City logo, brand, name, and/or other materials which identify the City. In addition, the Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement.
G. Amendments
The Parties may amend this Agreement in writing.
Notwithstanding the above, the City may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both City and Subrecipient.
VIII. ADMINISTRATIVE REQUIREMENTS
EXHIBIT 2
8 A. Financial Management
1. Accounting Standards
The Subrecipient agrees to comply with 2 CFR 200 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred.
2. Cost Principles
The Subrecipient shall administer its program in conformance with 2 CFR 200 as applicable. These principles shall be applied for all costs incurred on a direct basis.
B. Documentation and Record Keeping
1. Records to be Maintained
The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to:
a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program;
c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance;
e. Records documenting compliance with the equal opportunity components of the CDBG program;
f. Financial records as required by 24 CFR 570.502, and 2 CFR 200; and
g. Other records necessary to document compliance with Subpart K of 24 CFR 570.
2. Retention
The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of five (5) years. The retention period begins on the date of the submission of the City’s annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the five-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the five -year period, whichever occurs later.
EXHIBIT 2
9 3. Client Data
The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to City monitors or their designees for review upon request.
4. Disclosure
The Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of the City’s or Subrecipient’s responsibilities with respect to services provided under this contract, is prohibited unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian.
5. Close-outs
The Subrecipient’s obligation to the City shall not end until all close -out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the City), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the Subrecipient has control over CDBG funds, including program income.
6. Audits & Inspections
All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the City, grantor agency, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current City policy concerning subrecipient audits and 2 CFR 200.
C. Reporting and Payment Procedures
1. Program Income
Program income, as defined at 24 CFR 570.500(a), must be spent and is subject to record keeping and spending requirements in compliance with 2 CFR Section 200.302(b)(2)-(4), 24 CFR 570.504 and 24 CFR 570.506.
a. Program income generated by the SUBRECIPIENT must be spent by the SUBRECIPIENT. The SUBRECIPIENT may only spend
EXHIBIT 2
10 program income on eligible costs within the component that generated it within the contract year during which the program income was generated. The SUBRECIPIENT must spend down
any accrued program income on eligible costs before use of other Funds.
b. Costs paid by program income shall count toward meeting the SUBRECIPIENT’s matching requirements, provided the costs are eligible costs that supplement the SUBRECIPIENT’s Project. c. The SUBRECIPIENT is required to maintain records of their receipt and use of program income. These records must be kept in accordance with the financial records requirements in 24 CFR 570.504 and 24 CFR 570.506. Program income must be tracked separately from grant funds to ensure the program income was spent appropriately. The SUBRECIPIENT must track program income on a quarterly basis and report on the use of program income in the SUBRECIPIENT’s quarterly report described in section VIII(C)(1).
The Subrecipient shall report quarterly all program income (as defined at 24 CFR 570.500(a)) generated by activities carried out with CDBG funds made available under this contract. The use of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Subrecipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to the City at the end of the contract period.
Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to the City.
2. Quarterly and Annual Reports
The Subrecipient shall submit regular Quarterly Reports to the City in the form, content, and frequency as required by the City. Quarterly reports shall be submitted using the reporting from provided in Exhibit D and following the Agreement date no later than July 15 (for the period of April 1 through June 30), October 15 (for the period of July 1 through September 30), January 15 (for the period of October 1 through December 31), and April 15 (for the period of January 1 through March 31). All quarterly reports shall be submitted to the Economic Development Department. The completion and submittal of quarterly reports are required for invoices to be processed for the same period of time.
SUBRECIPIENT shall submit an annual report at the end of the program term summarizing program activity, accomplishments and outcomes.
D. Procurement
1. Compliance
The Subrecipient shall comply with current City policy concerning the purchase of equipment and shall maintain inventory records of all non-expendable personal property as defined by such policy as may be procured with funds provided EXHIBIT 2
11 herein. All Program assets (unexpended program income, property, equipment, etc.) shall revert to the City upon termination of this Agreement.
2. Office of Management and Business (OMB) Standards
Unless specified otherwise within this agreement, the Subrecipient shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.
3. Travel
The Subrecipient shall obtain written approval from the City for any travel outside the metropolitan area with funds provided under this Agreement.
E. Use and Reversion of Assets
The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 2 CFR 200 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following:
1. The Subrecipient shall transfer to the City any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination.
2. Real property under the Subrecipient’s control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement, or such longer period of time as the City deems appropriate.
If the Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Subrecipient shall pay the City an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the City.
The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period, or such longer period of time as the City deems appropriate.
3. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the City for the CDBG program or (b) retained after compensating the City an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment.
4. If the SUBRECIPIENT becomes insolvent, all furniture, equipment or any other property or assets purchased partly or totally with Community Development Block Grant funds, shall be returned to the CITY for EXHIBIT 2
12 disposition.
F. Unique Entity Identifier. SUBRECIPIENT shall maintain an updated and valid Unique Entity Identifier (UEI) number, which requires registering with Sam.gov.
G. Additional Federal Conditions. SUBRECIPIENT acknowledges it has reviewed, and will remain in compliance with, the Federal Conditions Sections contained in Exhibit E.
IX. PERSONNEL & PARTICIPANT CONDITIONS
A. Civil Rights
1. Compliance
The Subrecipient agrees to comply with the State of California’s Fair Employment and Housing Act, the Unruh Civil Rights Act, and all other State of California nondiscrimination statutes, regulations, and standards, along with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, and Executive Order 11063.
2. Nondiscrimination
The Subrecipient agrees to comply with the non -discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607. The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable.
3. Land Covenants
This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared, or improved with assistance provided under this contract, the Subrecipient shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the City and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate.
4. Section 504
EXHIBIT 2
13 The Subrecipient agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against individuals with disabilities or handicaps in any Federally assisted program. The City shall provide the Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement.
B. Hiring Practices
1. Women- and Minority-Owned Businesses (W/MBE)
The Subrecipient will use its best efforts to afford small businesses, minority business enterprises, and women’s business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the terms “small business” means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and “minority and women’s business enterprise” means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, “minority group members” are Afro -Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian - Americans, and American Indians. The Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation.
2. Access to Records
The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the City, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations, and provisions stated herein.
3. Notifications
The Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker’s representative of the Subrecipient’s commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
4. Equal Employment Opportunity (EEO) Statement
The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity employer.
5. Subcontract Provisions
The Subrecipient will include the provisions of Paragraphs IX.A, Civil Rights, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors.
EXHIBIT 2
14 C. Employment Restrictions
1. The Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities; inherently religious activities; lobbying; political patronage; and nepotism activities.
2. Labor Standards
The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state, and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Subrecipient agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR 5. The Subrecipient shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the City for review upon request.
The Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation, or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph.
3. “Section 3” Clause
a. Compliance
Compliance with the provisions of Section 3 of the HUD Act of 1968, as amended, and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this contract shall be a condition of the Federal financial assistance provided under this contract and binding upon the City, the Subrecipient and any of the Subrecipient’s subrecipients and subcontractors. Failure to fulfill these requirements shall subject the City, the Subrecipient, and any of the Subrecipient’s subrecipients and subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Subrecipient certifies and agrees that no contractual or other disability exists that would prevent compliance with Prohibited Activity
EXHIBIT 2
15 these requirements.
The Subrecipient further agrees to comply with these “Section 3” requirements and to include the following language in all subcontracts executed under this Agreement:
“The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low - and very low-income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very low-income persons residing in the metropolitan area in which the project is located.”
The Subrecipient further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the metropolitan area in which the CDBG -funded project is located; where feasible, priority should be given to low - and very low -income persons within the service area of the project or the neighborhood in which the project is located, and to low - and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low - and very low -income persons residing within the metropolitan area in which the CDBG -funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low - and very low -income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs.
The Subrecipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements.
b. Notifications
The Subrecipient agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker’s representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training.
c. Subcontracts
The Subrecipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. The Subrecipient will not subcontract with any entity where it has notice or EXHIBIT 2
16 knowledge that the latter has been found in violation of regulations under 24 CFR 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations.
4. DRUG-FREE WORKPLACE CERTIFICATE
The Subrecipient agrees to provide a drug-free workplace in accordance with 2 CFR Part 2429 and the Drug-Free Workplace Act of 1988. The Subrecipient will:
a. Publish a statement notifying employees that it is unlawful to manufacture, distribute, dispense, possess, or use a controlled substance in the applicant’s workplace and such activities are prohibited. The statement must specify the actions that will be taken against employees for violation of this prohibition.
The statement must also notify employees that, as a condition of employment under the federal award, they are required to abide by the terms of the statement and that each employee must agree to notify the employer in writing if the employee is convicted for a violation of a criminal drug statute occurring in the workplace, no later than 5 calendar days after such conviction.
b. Establish an ongoing drug-free awareness program to inform employees about:
i. The dangers of drug abuse in the workplace;
ii. The Subrecipient’s policy of maintaining a drug-free workplace;
iii. Any available drug counseling, rehabilitation, and employee assistance programs; and
iv. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace;
c. Notify the City in writing within 10 calendar days after receiving notice from an employee of a drug abuse conviction or otherwise receiving actual notice of a drug abuse conviction. Employers of convicted employees much provide notice, including position title, to every grant officer or other designee on whose grant activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected grant;
d. Require that each employee engaged in the performance of the federally funded award be given a copy of the drug-free workplace statement required in item (i) above and notify the employee that one of the following actions will be taken against the employee within 30 calendar days of receiving notice of any drug abuse conviction:
i. Institution of a personnel action against the employee, up to and EXHIBIT 2
17 including termination consistent with requirements of the Rehabilitation Act of 1973 (29 U.S.C. 794), as amended; or
ii. Imposition of a requirement that the employee participates satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state, or local health, law enforcement, or other appropriate agency.
e. Identify to the City all known workplaces under the award. The workplace identification must include the actual address of buildings or other sites where work under the award will take place. The Subrecipient must also inform the City of any workplace changes during the performance of the award. The identification of the workplaces must occur either:
i. At the time of application or upon award; or
ii. In documents the applicant keeps on file in its offices during performance of the award, in which case the applicant must make the information available for inspection upon request by the City.
D. Conduct
1. Assignability
The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the City thereto; provided, however, that claims for money due or to become due to the Subrecipient from the City under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the City.
2. Subcontracts
a. Approvals
The Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this contract without the written consent of the City prior to the execution of such agreement.
b. Monitoring
The Subrecipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance.
c. Content
EXHIBIT 2
18 The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement.
d. Selection Process
The Subrecipient shall undertake to ensure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the City along with documentation concerning the selection process.
3. Hatch Act
The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C.
4. Conflict of Interest
The Subrecipient agrees to abide by the provisions of 2 CFR 200 and 570.611, which include (but are not limited to) the following:
a. The Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees, or agents engaged in the award and administration of contracts supported by Federal funds.
b. No employee, officer, or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved.
c. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG - assisted activity, or with respect to the proceeds from the CDBG - assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a “covered person” includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the City, the Subrecipient, or any designated public agency.
5. Lobbying
The Subrecipient hereby certifies that:
a. No Federal appropriated funds have been paid or will be paid, by EXHIBIT 2
19 or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement;
b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form -LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions; and
c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall certify and disclose accordingly:
d. Lobbying Certification
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
6. Copyright
If this contract results in any copyrightable material or inventions, the City and/or grantor agency reserves the right to royalty -free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use, the work or materials for governmental purposes.
7. Religious Activities
The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization.
X. ENVIRONMENTAL CONDITIONS
A. Air and Water
The Subrecipient agrees to comply with the following requirements insofar as they apply EXHIBIT 2
20 to the performance of this Agreement:
− Clean Air Act, 42 U.S.C., 7401, et seq.;
− Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; − Environmental Protection Agency (EPA) regulations pursuant to 40 CFR 50, as amended.
B. Flood Disaster Protection
In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation).
C. Lead-Based Paint
The Subrecipient agrees to complete a lead regulation screening worksheet to identify if real property involved in the Project is exempt from 24 CFR 35 as specified in 24 CFR Section 35.115.
The Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead-Based Paint Regulations at 24 CFR 570.608, and 24 CFR 35, Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead-based paint. Such notification shall point out the hazards of lead-based paint and explain the symptoms, treatment, and precautions that should be taken when dealing with lead-based paint poisoning and the advisability and availability of blood lead level screening for children under seven. Notification shall also include providing owners, prospective owners, and tenants with the “Protect Your Family from Lead in Your Home” pamphlet in accordance with 24 CFR Section 35.1210(b). The notice should also point out that if lead -based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment, and/or abatement may be conducted.
The Subrecipient further agrees to retain a copy of each notice, evaluation, and clearance or abatement report related to lead-based paint activities undertaken pursuant to 24 CFR 35, Subpart B for at least three years. Those records applicable to a portion of a residential property for which ongoing lead-based paint maintenance and/or reevaluation activities are required shall be kept and made available for HUD’s review, until at least three years after such activities are no longer required.
D. Historic Preservation
The Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR 800, Advisory Council on Historic Preservation EXHIBIT 2
21 Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement.
In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list.
XI. MISCELLANEOUS PROVISIONS
A. SEVERABILITY
If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.
B. SECTION HEADINGS AND SUBHEADINGS
The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
C. WAIVER
The City’s failure to act with respect to a breach by the Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of the City to exercise or enforce any right or provision shall not constitute a waiver of such right or provision.
D. CONSTRUCTION OF LANGUAGE
The terms and conditions in this Agreement have been arrived at through negotiation and each party had a full and fair opportunity to review and revise.
E. ATTORNEY’S FEES
If any action at law or inequity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to costs and reasonable attorney's fees in addition to any other relief to which it may be entitled.
F. GOVERNING LAW
The validity of this Agreement and of any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the State of California.
G. ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the City and the Subrecipient for the use of funds received under this Agreement and it supersedes all prior or EXHIBIT 2
22 contemporaneous communications and proposals, whether electronic, oral, or written between the City and the Subrecipient with respect to this Agreement.
IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above.
Uptima Entrepreneur Cooperative, a California
cooperative corporation
BY:
ITS:
DATE:
CITY: CITY OF STOCKTON, a municipal corporation
By:
JOHNNY FORD
CITY MANAGER
DATE:
ATTEST:
KATHERINE ROLAND, CMC, CPMC
CITY CLERK
CITY OF STOCKTON
APPROVED AS TO FORM:
BY:
MARCI A. ARREDONDO
CITY ATTORNEY
Founder & Co-CEO
March 11, 2026
EXHIBIT 2
23 INCORPORATED ATTACHMENTS & EXHIBITS
Exhibit “A” Scope of Work/Services
Exhibit “B” Program Budget
Exhibit “C” Insurance Requirements
Exhibit “D” City of Stockton Reimbursement Packet Documents Exhibit “E” Federal Conditions Sections Certifications
Exhibit “F” Federal Award Identification Information
Appendix A
Appendix B
EXHIBIT 2
24 EXHIBIT A
Scope of Work/Services
Agency Name: Uptima Entrepreneur Cooperative
Program Name: Small Business & Cooperative Development Program Amount of Grant: $81,540
National Objective: 18C
Matrix Code: LMC
SUBRECIPIENT’s UEI Number: G98CP27LWAN4
Program Narrative
We are proposing a Small Business & Cooperative Development program (the “Program”) that focuses on providing outreach, monthly workshops, and one -on-one advising and consulting to help Stockton's small business and cooperatives owners, especially those from low - to moderate -income (LMI) communities. Through this Program, we aim to serve 100-120 business owners through our workshop series and provide intensive one -on-one advising and consulting to support the growth and retention of 20-30 small businesses and cooperatives.
Our program is designed to address the gaps identified in the City's Economic Development Strategic Action Plan (EDSAP), particularly for underserved entrepreneurs who face barriers to accessing traditional business development resources. We will provide expert support to help business owners strengthen their business models, strategies, plans, finances, access to capital, and long -term sustainability. As part of this work, we will offer specialized support in cooperative business structures, governance, and conversions, helping business owners explore shared -ownership strategies for succession and stability. This integrated approach gives Stockton business owners access to practical tools to build resilient, community-based enterprises.
The program directly connects to CDBG goals by meeting the national objective of benefiting low - to moderate-income people through microenterprise assistance. Our activities qualify under 24 CFR 570.201(o) as we provide technical assistance, advice, and business services to owners of microenterprises and people developing microenterprises.
Outreach Strategy
We understand that small business and cooperative owners in Stockton operate within networks of trust and community. Our outreach strategy builds on our experience supporting diverse business owners through trusted community networks and relationships. We recognize that meaningful engagement requires meeting business owners in the spaces where they already gather and connecting through the organizations they already trust.
Our multi-faceted approach to outreach includes:
Community Partnerships: We will build relationships with local community organizations, business EXHIBIT 2
25 associations, and neighborhood groups in Stockton, with a particular focus on South Stockton. These partnerships will help us reach business owners who might not typically access government -funded programs. We will develop clear referral processes and create opportunities for joint programming that maximizes our collective impact.
Digital Marketing: We will implement targeted digital outreach through social media content, email newsletters, and online resources that highlight program benefits and showcase success stories. This approach will create multiple touchpoints for business owners to learn about the program and connect with our team.
Direct Outreach: We will engage in direct outreach to small businesses and cooperatives in Stockton, with a focus on businesses in LMI areas, particularly South Stockton. This direct engagement helps build trust and creates personal connections that encourage participation.
Through this multi-channel approach, we ensure broad awareness while maintaining our core focus on building the kind of trusted relationships that help historically underserved business owners successfully engage with our services and strengthen their businesses.
Monthly Workshops
We will deliver 12 monthly virtual workshops covering critical business development topics, ensuring maximum accessibility for busy business owners across Stockton. These virtual workshops create welcoming online spaces where business owners can learn essential skills alongside their peers, share experiences, and build a supportive network, all without the barriers of travel time and location constraints. They also provide a marketing tool for us to engage small business and cooperative owners and promote our one-on-one advising and consulting for deeper levels of support.
Workshop topics will include:
• Business Model Development & Validation: Evaluate current business model and identify strategies to improve business resilience in the current economy. • Strategic Planning & Pivoting: Develop practical strategies for strengthening business position and implementing protective measures against economic uncertainties. • Financial Management & Forecasting: Learn essential tools and practices for managing business finances, creating budgets, and developing projections for both short and long-term planning. • Access to Capital & Funding Readiness: Understand different funding sources available and determine which options best suit specific business needs. • Cooperative Business Models & Governance: Explore shared ownership structures that can enhance stability and community wealth building.
• Succession Planning & Business Transitions: Develop strategies for business continuity, ownership transitions, and preserving business assets in the community.
These workshops are specifically designed to address the current economic challenges faced by Stockton's small businesses and cooperatives, including tariff impacts on supply chains, inflation effects on operations, interest rate volatility, and evolving consumer spending patterns. In addition, some EXHIBIT 2
26 workshops will focus on how shared ownership models can provide more sustainability and offer options for retiring business owners to pass on the ownership and legacy to their workers.
Advising & Consulting Enrollment Process
Our approach to moving small business and cooperative owners from outreach and workshop participation to intensive one -on-one advising and consulting follows a carefully designed pathway that builds trust and demonstrates value at each step.
During our outreach activities and workshops, we provide clear information about our one -on-one advising and consulting services, highlighting specific ways these services can address the challenges business owners are facing. At the conclusion of each workshop, we offer a brief overview of our advising services and provide a simple way for interested business owners to schedule an initial consultation.
For small business and cooperative owners who express interest, we conduct an enrollment consultation to learn more about their business, vision, goals, and specific needs. This conversation helps determine if our advising services are a good fit for their current situation.
Selected businesses are required to sign a business advising agreement that outlines program expectations, including their commitment to regular meetings and implementation of agreed -upon action steps. This agreement also covers information-sharing requirements for CDBG compliance and program evaluation.
Our enrollment process will prioritize businesses that:
• Are owned by LMI individuals per HUD guidelines
• Demonstrate commitment to business growth or stabilization • Have specific, actionable needs that our advising can address • Are located in or serve South Stockton and other underserved areas This screening helps ensure we focus our resources on businesses that are well positioned to benefit from our services and meet CDBG requirements.
One-on-One Advising & Consulting Services
After we enroll a business or cooperative in our one-on-one advising and consulting services, we match them with a dedicated business consultant team based on the stage of business, complexity of business needs, industry, and personality fit. Through this careful matching process, we create effective partnerships that allow for open communication and trust.
Our business consultants work closely with each business owner to co -create an advising plan that meets their specific needs identified through the enrollment process. Between weekly advising sessions, our consultants take a hands -on approach by researching economic and industry data, reviewing business models and strategies, reviewing cooperative structures and governance, preparing financial statements, developing budgets and forecasts, analyzing scenarios, and preparing funding analyses. This collaborative process ensures business owners
EXHIBIT 2
27 can focus on running their operations while receiving the expert support needed to strengthen their small businesses and cooperatives.
Our advising and consulting services are customized to meet each small business or cooperative where they are. These services include:
• Business Strategy Assessment and Development: We help small business and cooperative owners clarify their business models, identify market opportunities, and develop strategies for sustainable growth that respond to current economic conditions. • Financial Planning and Management: Our advisors work directly with small business and cooperative owners to review and strengthen financial statements, develop budgets, and implement cash flow management systems that build resilience against economic uncertainties. • Capital Access Strategy: We assist small business and cooperatives in identifying appropriate funding sources, preparing loan applications, and developing pitch materials for investors, with a focus on funding opportunities accessible to underserved business owners. • Cooperative Conversion Exploration: For small businesses interested in shared ownership models, we provide specialized guidance on cooperative structures, governance models, and transition planning that preserves community assets and builds community wealth. • Succession Planning: We help established business owners develop exit strategies and transition plans to ensure business continuity and preserve community assets, with cooperative conversion as a key option for keeping businesses locally owned.
• Business Infrastructure Development: Our advisors support small business and cooperative owners in establishing the systems and processes needed for operational efficiency and growth, even during challenging economic conditions.
We anticipate providing 20-30 hours of one-on-one business advising and consulting to each enrolled small business and cooperative.
Program Evaluation
We bring significant expertise in tracking and reporting program outcomes through our contract partnerships with government agencies. Our standard practice includes collecting intake and program data and providing monthly data, quarterly reports, and detailed annual reporting that demonstrates program impact and the patterns we are observing in the businesses we serve.
Intake Data: To ensure full compliance with CDBG requirements for serving 100% LMI individuals, we will implement a rigorous documentation protocol. During the enrollment process, we will collect and verify the following from each participant:
Income Verification Form: All participants will complete an income self-certification form that documents household size and annual income.
Supporting Documentation: We will collect appropriate supporting documentation such as tax returns, pay stubs, benefit award letters, or bank statements to verify income levels.
HUD Compliance Checklist: Each file will include a completed checklist verifying that income falls EXHIBIT 2
28 within the appropriate limits for household size (below 80% AMI per HUD guidelines).
Quarterly Re-verification: For longer-term program participants, we will conduct quarterly re- verifications to ensure continued eligibility.
Secure Database Management: All participant information will be maintained in a secure database that tracks demographic information, services received, and outcomes achieved.
Our team has extensive experience implementing similar verification protocols through our prior CDBG- funded work in other municipalities, ensuring that all services are delivered to eligible LMI entrepreneurs and in full compliance with HUD regulations.
Reporting; For this program, we will measure success through multiple lenses that align with the City's goals and CDBG requirements. Our quantitative metrics include:
• Number of small businesses and cooperatives reached through outreach efforts • Number of small businesses and cooperatives attending workshop sessions • Number of small businesses and cooperatives enrolled and completing the advising program • Hours of direct business advising and consulting provided • Financial management improvements (cash flow tracking, budgeting implementation) • Risk mitigation strategies developed and implemented
• Business retention and stability measures
• Job creation and retention data
• Number of businesses exploring cooperative models
• Number of businesses beginning cooperative conversion processes • Number of cooperative succession plans developed Our
qualitative outcomes include:
• Whether small businesses and cooperatives have developed viable financial management and risk mitigation plans
• If small business and cooperative owners have gained the confidence to implement these plans
• How participating small businesses and cooperatives have improved their financial management practices
• Increased understanding of cooperative business structures and benefits • Progress toward worker-ownership or other shared-ownership models • Community wealth retention through cooperative conversions and succession planning • Changes in business owner wellbeing through program participation • Level of satisfaction with program services and likelihood to recommend to others We have refined our assessment tools through years of similar programs with government agencies, ensuring compliance with CDBG reporting and accountability requirements. Our evaluation process begins when a business enrolls in the program with the completion of a baseline assessment that captures both their current business status and knowledge levels. We will implement post-program assessments to EXHIBIT 2
29 measure improvement in participant knowledge and skills, with interim surveys following major workshop sessions to track progress and adjust content delivery as needed. This comprehensive assessment approach serves as both an intake tool and a measurement system that allows us to track meaningful progress throughout the program and demonstrate real change over time.
To ensure full compliance with CDBG requirements, we will augment our program evaluation with the following reporting processes:
• Documentation of LMI Status: We will verify and document that 100% of participants meet LMI requirements per HUD guidelines through income verification forms and supporting documentation.
• Monthly Activity Reporting: We will submit detailed monthly reports documenting all program activities, including workshop attendance, advising hours provided, participant demographics, and business progress indicators.
• Quarterly Performance Matrices: Our quarterly reports will track the progress of businesses in the program and include both quantitative metrics and qualitative success stories, formatted to meet the City's reporting requirements.
• Final Program Report: Our end of contract report will provide detailed analysis of program outcomes, including the financial health of participating businesses and success in implementing strategies for sustainability and growth. We will also highlight business owner success stories that demonstrate how the program is making a difference in the Stockton community.
The data we collect feeds into regular reporting that keeps all stakeholders informed of program progress.
Our comprehensive reporting approach ensures transparency, accountability, and clear demonstration of program impact while meeting all CDBG compliance requirements.
Implementation Timeline
We are equipped to provide the services under this program beginning when the contract is issued (potentially October). Below is the preliminary timeline for our service delivery plan.
EXHIBIT 2
30 Month 1-2 Project
Setup & Initial
Outreach
• Complete program setup including database systems, reporting templates, and outreach materials
• Establish formal partnerships with at least 3 Stockton community organizations
• Develop workshop curriculum tailored to Stockton
entrepreneurs' needs
• Begin direct outreach to Stockton businesses
• Deliver first workshop with at least 10 participants
Months 2-4 Program
Launch &
Participant Onboarding
• Conduct first 3 monthly workshops with at least 10 participants per session
• Complete enrollment of 8-10 small businesses and cooperatives for intensive advising
• Provide at least 200 hours of cumulative one-on-one advising • Establish baseline assessments for all enrolled businesses Months 5-7 Program
Implementation &
Monitoring
• Deliver 4 additional workshops with at least 10 participants per session
• Enroll additional 8-10 businesses for intensive advising • Provide at least 400 hours of cumulative one-on-one advising • Complete mid-program assessments for all enrolled businesses Months 8-10
Expanded
Implementation &
Refinement
• Deliver 3 additional workshops with at least 10 participants per session
• Enroll additional 8-10 businesses for intensive advising • Provide at least 600 hours of cumulative one-on-one advising Month 11-12 Completion
& Reporting
• Deliver final workshop with at least 10 participants
• Wrap up one-on-one business advising and consulting
engagements with participants
• Complete final assessments for all enrolled businesses • Analyze program data to evaluate overall impact
• Compile comprehensive final report with success stories and recommendations
These milestones will guide our implementation efforts and provide clear benchmarks for measuring progress. Our team will monitor these metrics monthly, allowing us to make real-time adjustments to our approach if needed to ensure program success.
EXHIBIT 2
31 EXHIBIT B
Program/Project Budget
Funding Uses/Expenses City of Stockton Allocation
Consulting Fees $71,400
Materials and Resources $2,540
Travel Expenses $300
Other Expenses (Monthly Business
Education Workshops) $4,800
Stockton Small Business Week Event
Supplies $2,500
Total $81,540
EXHIBIT 2
32 EXHIBIT C
Insurance Requirements
Subrecipient 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 Subrecipient, 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 Subrecipient 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) If the Subrecipient 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:
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 Subrecipient 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 Subrecipient’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 EXHIBIT 2
33 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 Subrecipient’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 Subrecipient’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 Subrecipient’s insurance coverage to the sole negligence of the Named Insured.
Umbrella or Excess Policy
The Subrecipient 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 Subrecipient’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
Subrecipient hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Subrecipient may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Subrecipient 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
Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Subrecipient 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 EXHIBIT 2
34 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 Subrecipient or a subcontractor of the Subrecipient who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Subrecipient 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
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 Subrecipient must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
Verification of Coverage
Subrecipient 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 Subrecipient’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
Subrecipient shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Subrecipient shall ensure that City of Stockton is an additional EXHIBIT 2
35 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
425 N. El Dorado Street – HR
Stockton, CA 95202
EXHIBIT 2
36 EXHIBIT D
City of Stockton Reimbursement Packet Documents
Remit to:
By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award.
I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812.)
Authorized Program Staff Date
Subrecipient Name:
Contract Number: Date Submitted: Contract Service Term:
Invoice No.: Program Description: Contract Year:
Item # Budget Category Budget Amount Invoice
Request
YTD
Reimbursement Balance Usage
1 2
3 4
5 6
7 TOTALS %
EXHIBIT 2
37 COMMUNITY DEVELOPMENT BLOCK GRANT
ENTREPRENUERSHIP GRANT PROGRAM QUARTERLY REPORT
Agreement No. Subrecipient
(Organization):
Contact Person (Name and Title):
Quarter Being
Reported: Date Submitted
Required Reporting Metrics
Total Number of Businesses Assisted This Quarter
Number of new businesses assisted: Number of existing businesses assisted:
Number of businesses expanding (if applicable):
Number of businesses relocating (if applicable):
Number of aspiring businesses assisted (business does not yet exist):
Race and Ethnicity Data for Businesses Assisted This Quarter Race Non-Hispanic/Latino Hispanic/Latino
White
Asian
Native Hawaiian/Other Pacific
Islander
Black/African American
American Indian/Alaskan Native
Asian & White
Black/African American & White
American Indian/Alaskan Native
& White
American Indian/Alaskan Native
& Black
Other/Multiracial
EXHIBIT 2
38 TOTALS
Income Level for Businesses Assisted This Quarter
Moderate (>80%) Income Very Low (50%) Income
Low (80%) Income Extremely Low (<30%)
Income
Services and Accomplishments During This Quarter
Services provided to the businesses/aspiring entrepreneurs:
EXHIBIT 2
39 CITY OF STOCKTON
SELF-CERTIFICATION HOUSEHOLD INCOME VERIFICATION
ENTREPRENEURSHIP ECOSYSTEM BUILDING PROGRAM
Following to be completed by the BUSINESS SERVICE ORGANIZATION
Business Service Organization (BSO): _____
BSO Address: , Stockton CA _ _____
BSO Contact Name: Title: _____
BSO Telephone: Email: __________________
Date(s) of Service Provided to Program Beneficiary: ____________ Please check appropriate box: New Beneficiary Previous Beneficiary Please check appropriate box:
Individual/Aspiring Business Served New Business Served Existing Business Served If the beneficiary was an existing business, were they:
Expanding? Yes No
Relocating? Yes No
Did the BSO provide services to staff of the program beneficiary (business owner)? Yes, services were provided to staff members No Indicate Type of Service:
Business Consulting Access to Capital Workshop Attendee Cohort Participant Training attendee Financial Guidance Other: _________________
BSO Signature: ____________________
BSO Print Name: ______________________Date:
Following to be completed by the PROGRAM BENEFICIARY/BUSINESS OWNER The Business Service Organization (BSO) you are receiving assistance from was assisted under a Federally funding program which has, as one of its objectives, the creation of jobs or services for low- and moderate-income persons. Whether you are from a low/moderate-income household depends on the size of the household and your total household income.
Please first circle the number of members in your household, then circle your total household income in the same row. Income is defined as the total annual gross income of all household members 18-years of age or older residing within the home. Students away at college but still reported as a dependent on a family member’s tax return should also be included. Household member refers all persons living in the same household for the past 12-month period who are related by birth, marriage or adoption.
EXHIBIT 2
40 Step 1:
House-
hold Size
(Circle
One)
Step 2: Total Annual Household Income
(On the row that has your Household size, Circle your total annual household income) EL (0-30% AMI) VL (31-50% AMI) L (51-80% AMI) M (81% AMI and Greater)
1 $22,000 or less
$22,201 - $36,650
$36,651- $58,600
$58,601 or more
2 $25,150 or less $25,151 - $41,850 $41,851- $67,000 $67,001 or more 3 $28,300 or less $28,301 - $47,100 $47,101- $75,350 $75,351 or more 4 $31,400 or less $31,401 - $52,300 $52,301- $83,700 $83,701 or more 5 $33,950 or less $33,951 - $56,500 $56,501- $90,400 $90,401 or more 6 $36,450 or less $36,451 - $60,700 $60,701- $97,100 $97,101 or more 7 $38,950 or less $38,951 - $64,900 $64,901- $103,800 $103,801 or more 8 $41,450 or less $41,451 - $69,050 $69,051- $110,500 $110,501 or more
Following to be completed by the PROGRAM BENEFICIARY (Cont’d)
EMPLOYMENT STATUS
Part-time or Full-time
POSITION CURRENTLY HELD:
OTHER DEMOGRAPHIC INFORMATION
Ethnicity: Hispanic or Non-Hispanic
Race (please check one):
White (Caucasian) Black/African American
Asian American Indian/Alaskan Native
Native Hawaiian/Other Pacific Islander American Indian/Alaskan Native & White Asian & White American Indian/Alaskan Native & Black Black/African American & White Other/Multiracial
Does your family have a Female Head of the Household? Yes or No
If this is a new position, were you previously unemployed? Yes or No
If you are a current business owner, does your business have a Unique Identifier Number (UEI)? Yes, Please provide: or No
I hereby certify that the information on this form is accurate and complete. I understand that this self - certification may be subject to further verification by the agency providing services, the City of Stockton, or the U.S. Department of Housing and Urban Development. I, therefore, authorize such verification, and I will provide supporting documents, if necessary. Warning: Title 18, Section 1001 of the U.S. Code states that a person is guilty of a felony for knowingly and willingly making false or fraudulent statements to any department of the U.S. Government.
Program Beneficiary Name (please print):
EXHIBIT 2
41 Signature (Parent/Guardian if under 18 years old) Date
Please return completed, signed form to:
City of Stockton
Economic Development Department
501 W. Weber Ave., Bldg 2
Stockton, CA 95203
Phone: (209) 937-8539
[email protected]
Income levels current as published by HUD effective April 1, 2025 (80% of median – low income) https://www.huduser.gov/portal/datasets/il/il2025/select_Geography.odn
form updated 2/27/2026
EXHIBIT 2
42 COMMUNITY DEVELOPMENT BLOCK GRANT
ENTREPRENUERSHIP GRANT PROGRAM ANNUAL REPORT
Agreement No. Subrecipient
(Organization):
Contact Person
(Name and Title):
Date Submitted:
Required Reporting Metrics
Total Number of Businesses Assisted (Do Not Double Count) Number of new businesses assisted: Number of existing businesses assisted:
Number of aspiring businesses assisted (business does not yet exist):
Race for Total Number of Businesses Assisted
Race Non-Hispanic/Latino Hispanic/Latino
White
Asian
Native Hawaiian/Other Pacific
Islander
Black/African American
American Indian/Alaskan Native
Asian & White
Black/African American & White
American Indian/Alaskan Native
& White
American Indian/Alaskan Native
& Black
Other/Multiracial
EXHIBIT 2
43 TOTALS
Income Level for all Businesses Assisted
Moderate (>80%) Income Very Low (50%) Income
Low (80%) Income Extremely Low (<30%)
Income
Services and Accomplishments During This Year
Services provided to the businesses/aspiring entrepreneurs:
Annual highlight and/or success story:
EXHIBIT 2
44 EXHIBIT 2
45 EXHIBIT E
Federal Conditions Sections Certifications
In December 2014, 2 CFR Part 200 – “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” commonly referred to as Uniform Guidance, became effective for all federal agencies and their grantees. This sweeping regulation replaced, combined, and streamlined eight previous sets of federal regulations. With this certification, Subrecipient acknowledges reading the Federal Conditions and the corresponding Sections related to 2 CFR Part 200 as well as HUD related CFRs as outlined in this Exhibit. Subrecipient understands that compliance with these Sections is a condition of the CDBG Grant Agreement between the City of Stockton and the Subrecipient.
The Federal Conditions Sections and federal regulations that are relevant to this grant include, but are not limited are as follows:
List of Sections Reviewed:
Section 1: 2 CFR Part 200 Uniform Administrative Requirements Section 2: 2 CFR Part 200 Cost Principles for Non-Profits Section 3: 2 CFR Part 200 Audit Requirements
24 CFR 570.602 Section 109 - Non-Discrimination
24 CFR 570.607 EEO- Non-Discrimination
24 CFR 570.604 Environmental Standards
24 CFR 570.605 National Flood Insurance
24 CFR Part 87 Restrictions on Lobbying
24 CFR 570.207 Restrictions on Political Activities
24 CFR 570.200 (j) Restrictions on Religious Activities 24 CFR Part 570 Education - Non-Discrimination
EXHIBIT 2
46 EXHIBIT F
FEDERAL AWARD IDENTIFICATION INFORMATION
1. SUBRECIPENT’S name: Uptima Entrepreneur Cooperative
2. SUBRECIPIENT’S UEI Number: G98CP27LWAN4
3. Federal Award Identification Number (FAIN): B-24-MC-0026
4. Federal Award Date: 12/9/2024
5. Subaward Period of Performance Start and End Date: April 1, 2026 – March 31, 2027
6. Amount of Federal Funds Obligated by this action by the CITY entity to the SUBRECIPIENT: $81,540
7. Total amount of Federal Funds Obligated to the SUBRECIPIENT by the CITY including the current obligation: $81,540
8. Total amount of Federal Award committed to the SUBRECIPIENT by the CITY: $102,500
9. Federal award project description, as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA): CDBG
10. Name of Federal awarding agency: US Department of Housing and Urban Development (HUD)
11. Contact information for CITY official responsible for awarding funding: Angelina Abella, [email protected]
12. CFDA Number and Name: 14.218 CDBG
13. Identification of whether the award is Research and Development (R&D): No
14. Indirect cost rate for the HUD award to the CITY: N/A
15. Indirect cost rate for the subaward (which must be an approved Federally-recognized indirect cost rate negotiated between the SUBRECIPIENT and the Federal government or, if no such rate exists, either a rate negotiated between the CITY and the SUBRECIPIENT (in compliance with 2 CFR part 200), or a de minimis indirect cost rate as defined in §200.414(f)): N/A
EXHIBIT 2
47 APPENDIX A
1. Reporting Requirements
a. HUD recordkeeping regulations at 24 CFR Part 121 specifies the types of racial and ethnic data to be maintained. Subrecipient shall use HUD-issued “OMB Standards for Federal Data on Race and Ethnicity: HUD Policy Statement and Implementing Guidelines” that specifies the manner in which racial and ethnic characteristics are to be gathered, maintained, and submitted to City of Stockton and HUD. This format shall be utilized to collect racial and ethnic data. This format allows for self-identification of ethnicity from one of two ethnic categories (i.e., “Hispanic/Latino” and “Non- Hispanic/Latino”) and race from one or more of five racial categories. Observation method is described in the implementing guidelines indicated above. (Required by Title VI and Section 109 implementing regulations at 24 CFR Parts 1.6(b) and 6.10(c) and with recordkeeping requirements at 24 CFR Part 121
b. Subrecipient shall gather, maintain, and submit racial, ethnic, gender, head of household and family, housing status and financial assistance received for each program participant documentation that describes the extent to which Program beneficiaries to the activity funded by this Agreement. Beneficiaries and prospective beneficiaries shall be expected to self-identify disability status. This requirement is intended to ensure meaningful access and participation for persons with disabilities. (Required by Section 504 implementing regulations at 24 CFR Part 8.55(b)
c. Subrecipient shall analyze, at least on a quarterly basis, the degree to which racial and ethnic minorities, female-headed households, persons with disabilities, as well as the categories covered in paragraph “5.b.” of this Appendix, are participating in the activity funded by this Agreement. Where subrecipient identifies underrepresentation of any group (underrepresentation of 10% or more in participation compared to its representation in the Stockton general population is considered significant) based on race, color, national origin, gender, or disability, the subrecipient shall adjust the administration of this funded activity in an effort to promote greater equity in participation (e.g., affirmative marketing/outreach). (Required by Title VI and Section 109 implementing regulations at 24 CFR Parts 1.4 and 6.4; Section 504 implementing regulations at 24 CFR Part 8.4(b); Section 808(e)(5) of the Fair Housing Act which requires HUD-funded activities to affirmatively further fair housing; and HUD’s Civil Rights-Related Program Requirements at 24 CFR 570.601)
2. Definitions:
a. Family is defined in the Entitlement program as a group of persons residing together, and includes but is not limited to: a family with or without children, an elderly family; a near-elderly family; a disabled family; a displaced family; An individual living in a housing unit that contains no other person(s) related to him/her is considered to be a one-person family for this purpose. Adult children who continue to live at home with their parent(s) are considered to be part of the family for this purpose and their income must be counted in determining the total family income. A dependent child who is living EXHIBIT 2
48 outside of the home (for example, students living in a dormitory or other student housing) is considered for these purposes to be part of the family upon which he/she is dependent, even though he/she is living in another housing unit.
b. Household is defined in the Entitlement program as all persons occupying the same housing unit, regardless of their relationship to each other. The occupants could consist of a single family, two or more families living together, or any other group of related or unrelated persons who share living arrangements.
3. Additional Requirements:
a. Subrecipients that employ fifteen (15) or more persons shall designate at least one person to coordinate efforts to comply with Section 504 requirements. Designated Section 504 (Accessibility) Coordinator shall coordinate efforts to comply with Section 504 program and physical requirements. Requirements include, but are not limited to:
posting in a non-discrimination notice that includes the name and contact telephone number for the Section 504 Coordinator (notice must also be included in informational, advertising, and marketing materials); reasonable accommodation, removal of architectural barriers, policies and practices that promote access for persons with disabilities, grievance policies and procedures that incorporate appropriate due process standards and that provide for the prompt and equitable resolution of complaints alleging any action prohibited by Section 504, etc.
b. Grievance procedures shall include: 1) overseeing the investigation and resolution of complaints by the designated Section 504 Coordinator and documenting the number, nature, and outcomes of grievances; 2) notifying an individual of the right to file a complaint with the state or federal government against the City of Stockton or subrecipient without filing first with the state office; 3: displaying the name(s) and phone number(s) of the Section 504 Coordinator(s); and 4) notifying applicants, participants, and beneficiaries of its grievance policy on all forms and documents used to communicate with them or when the City of Stockton or subrecipient’s decision may have an adverse impact to a prospective applicant, participant, or beneficiary.
Subrecipient shall post the grievance policy at its office to notify applicants, participants, and beneficiaries. (Required by Section 504 implementing regulations at 24 CFR Part
8.53(a).
c. CDBG subrecipients shall be required to submit QUARTERLY Consolidated Annual Performance and Evaluation Report (CAPER) Data Reports. d. City of Stockton may withhold reimbursement payment(s) in cases of non- compliance until non-compliance is cured.
EXHIBIT 2
49 APPENDIX B
1. Budget: Budget line items may be modified by mutual agreement with written authorization by Community Development Block Grant (CDBG) Program Manager or a City of Stockton designee.
2. Reimbursement Eligibility:
a. In order for costs to be reimbursable, costs must be reasonable, allowable, documented, and allocable. Only an executed subrecipient funding agreement authorizes these costs to be reimbursed for costs incurred during the term of the agreement. Any expenditure accrued or costs incurred prior to or after the term of the agreement will be ineligible for reimbursement.
b. City of Stockton reserves the right to hold or return reimbursement requests and disallow incurred expenses based on compliance with agreement. All financial transactions must be supported by complete and verifiable source documents. These records must provide a clear audit trail and must be maintained as specified by federal guidelines.
3. Reimbursement Request Submission:
a. Subrecipients must use the City of Stockton’s Vendor Self Service Portal for invoice and supporting documentation submission.
b. Unless Subrecipient and CITY have agreed to monthly invoicing submittal, Subrecipient must submit reimbursement requests at least once per quarter. c. Subrecipients that have agreed to submit monthly invoicing, must submit its Draw Requests no later than 15 days after the end of the month. Failure to comply with this requirement may default to a quarterly invoice if decided by CITY staff. d. Subrecipients must submit the City-issued coversheet (Exhibit D) with every invoice.
e. Invoice supporting documentation must include, at a minimum, the following information:
1. Vendor name
2. Item description
3. Date
4. Check/invoice number
5. Total dollar amount of the item(s)
6. % allocated to the City
7. Amount requested from the City
f. Supporting Documentation must be neatly organized and bundled by approved budget line item categories (i.e. salaries, operations, etc). Each bundle must clearly identify which budget line item the documentation applies to by placing an itemized summary sheet/cover page on each bundle listing each invoice with subtotals and/or totals. g. Staffing Costs:
1. Timesheets for each staff member charging time to the funding source must be submitted for each pay period. The City of Stockton will only reimburse time/salary for job positions/personnel identified and EXHIBIT 2
50 approved within the application for funding. If at any time during the contract period there is a change in program personnel within the approved job position, Subrecipient must notify the City of Stockton of the change and request City approval to fund new personnel;
2. Allowable time charged to the grant for each CITY approved position will be limited to the number of hours allocated to the project as listed in the application.
3. Staff and her/his manager must sign timesheets;
4. Timesheets must reflect the total time worked each day and specify the number of hours being charged to the Community Development Block Grant; Subrecipient must use the timesheet tracking and any related forms provided by the City. Only Community Development Block Grant hours worked will be paid, based on the hourly rate approved at the time of application; supporting documentation of pay increases during the program year for staff covered by the grant must be submitted (e.g.
Human Resources pay rate increase documentation and/or other equivalent documentation that demonstrates a pay rate increase was processed and approved).
5. If the employee is hourly pay exempt, timesheets detailing hourly time and effort reporting must still be turned in. Otherwise, the position(s) cannot be billed as direct costs. A payroll register or paystubs must be submitted in tandem with the corresponding timesheets. .
6. The cost of fringe benefits in the form of employer contributions or expenses for social security; employee life, health, unemployment, and worker's compensation insurance (except as indicated in CFR § 200.447); pension plan costs; and other similar benefits are allowable pursuant to CFR § 200.431, provided such benefits are granted under established written policies and do not exceed 20% of total salary costs per employee .
Such benefits, must be allocated to Federal awards and all other activities in a manner consistent with the pattern of benefits attributable to the individuals or group(s) of employees whose salaries and wages are chargeable to such Federal awards and other activities, and charged as direct or indirect costs in accordance with the non-Federal entity’s accounting practices.
7. The cost of fringe benefits in the form of regular compensation paid to employees during periods of authorized absences from the job, such as for annual leave, family-related leave, sick leave, holidays, court leave, military leave, administrative leave, and other similar benefits, are allowable if all of the following criteria are met:
(i) They are provided under established written leave policies; (ii) The costs are equitably allocated to all related activities, including Federal awards; and,
(iii) The accounting basis (cash or accrual) selected for costing each type of leave is consistently followed by the non-Federal entity or specified grouping of employees.
8. Bonuses are not allowable expenses.
EXHIBIT 2
51 9. Subrecipient may pay for overtime, extra-pay shifts, and multi- shift work only with prior approval from the City of Stockton.
h. City of Stockton Community Development Block Grant funds are released on a reimbursement basis, except when authorized by the City of Stockton for advanced payment. Requested reimbursement for costs must have the City’s Standard Invoicing form with source documentation that substantiates that the costs were incurred and evidence of payment made. Payment by the City is not to be construed as final in the event it or HUD disallows any reimbursement of costs.
i. Personal Identifiable Information (PII) must be removed from the invoice backup documentation before submittal, except when SUBRECIPIENT is informed by City that PII is required to determine client eligibility. If the City informs SUBRECIPIENT that specified PII is required, other client information not needed to determine client eligibility must be removed. Failure to remove Personal Identifiable Information may result in the invoice being rejected and returned for revision. PII must be removed for both organization staff and program participants.
1. When alone and/or combined with other PII, the following information can be PII and must be removed from invoicing:
i. Names
ii. Social security number
iii. Driver’s license number
iv. Patient/Client ID numbers
v. Addresses
vi. Personal telephone numbers
vii. Biometric data
viii. Date and place of birth
ix. Race or ethnicity
x. Religion
xi. Geographical indicators
xii. Financial information
EXHIBIT 2
1 AGREEMENT BETWEEN CITY OF STOCKTON
AND
CALIFORNIA ASIAN PACIFIC CHAMBER OF COMMERCE
FOR
COMMUNITY DEVELOPMENT BLOCK GRANT
(Services)
Thi
s agreement (the “Agreement”) is entered into on , 2026, by and between the City of Stockton, a municipal corporation (“City”) and California Asian Pacific Chamber of Commerce, a nonprofit organization (“Subrecipient”).
RECI
TALS
WHE
REAS, the City has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law 93-383, Catalog of Federal Domestic Assistance number 14.218, otherwise known as the Community Development Block Grant Entitlement for City; WHE
REAS, pursuant to such grant, CITY is undertaking certain programs and services necessary for the planning, implementation, or execution of such Community Development Block Grant; and
WHE
REAS, the Subrecipient applied for Entrepreneurship Grant funding and the City agrees to engage the Subrecipient to assist the City in utilizing funds received for Community Development Block Grant funded by the U.S. Department of Housing and Urban Development to provide services to Stockton small businesses that meet the requirements described in Section 24 of the Code of Federal Regulations, Part 570, Community Development Block Grants ("24 C.F.R. Part 570") and Title 2 of the Code of Federal Regulations, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards ("2 C.F.R. Part 200").
WHE
REAS, on March 31, 2026, the Stockton City Council Approved Resolution No. __, wherein Subrecipient has been allocated the amount of $123,250 (“Funds”) from the Community Development Block Grant Entitlement Program for the Project. Additional Project and Subrecipient information is presented at Exhibit F.
AGRE
EMENT
NO
W, THEREFORE, in recognition of the mutual consideration provided herein, City and Subrecipient hereby agree that the aforementioned recitals are true and correct and further agree as follows:
EXHIBIT 3
2 I. SCOPE OF SERVICE
A. Activities
The Subrecipient will be responsible for administering a CDBG program in a manner satisfactory to the City, consistent with any standards required as a condition of providing these funds, in compliance with this Agreement, and as described in Exhibit A (the “Project”). Such Project will include the following activities eligible under the Community Development Block Grant program:
a. Subrecipient’s Activities and Services:
Launch the Stockton Incubator Program, a one -week, high- impact entrepreneurship program equipping participants with readiness training and the resources to formalize their businesses in just one week. The Stockton Incubator Program empowers low- and moderate-income residents to register, activate, and professionalize their small businesses through a structured curriculum that integrates business formation, financial literacy, and digital enablement.
B. Major Deliverables
a. Serve LMI entrepreneurs verified and served
b. 20 new businesses registered and banked
c. 20 business websites launched and branded materials produced d. Plan and conduct a public event for Stockton Small Business Week between the dates of May 3 -May 9, 2026.
e. Program deliverables will be reported on a quarterly and annual basis including but not limited to beneficiary demographic and income level data as well as narratives related to subrecipient performance as required by HUD.
Project Delivery
Subrecipient shall comply with the goals and performance standards defined below and outlined in the City’s Entrepreneurship Grant application, which is hereby included in this Agreement by reference.
General Administration
The Funds for the Project are to be administered under the direction of the Subrecipient’s Executive Director.
C. National Objectives
All activities funded with CDGB funds must meet one of the CDBG program’s National Objectives: benefit low - and moderate -income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR 570.208.
The Subrecipient certifies that the activity(ies) carried out under this Agreement EXHIBIT 3
3 will meet National Objective 1: benefit to low - and moderate - income (LMI) persons. The National Objective will be met by serving low mod limited clientele (LMC) and at least 51% of the beneficiaries will be LMI persons.
D. Staffing
If the SUBRECIPIENT experiences any staff changes with key personnel assigned at contract execution, the SUBRECIPIENT must notify the CITY and receive approval from the CITY project manager. Additionally, the SUBRECIPENT must notify the CITY project manager of any changes in the pay rate of key personnel charging time to the CITY CDBG project.
E. Performance Monitoring
The City will monitor the performance of the Subrecipient against goals and performance standards as stated above. Substandard performance as determined by the City will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by the Subrecipient within 30 days after being notified by the City, contract suspension or termination procedures may be initiated
II. TIME OF PERFORMANCE/TERM
Services of the Subrecipient shall start on April 1, 2026, and end on March 31, 2027.
The term of this Agreement and the provisions herein may be extended by written agreement to cover any additional time period during which the Subrecipient remains in control of CDBG funds or other CDBG assets, including program income. Either party may terminate this Agreement at any time during the term of this Agreement by giving the other party 30- day written notice that such party intends to terminate this Agreement. In the event of termination by either party, Subrecipient shall be entitled to compensation for all eligible expenses incurred up to the date of termination. This Agreement may be terminated if Subrecipient fails to comply with any term of the award and the City may suspend the operation of the Agreement for up to sixty (60) days upon notice based on the City’s reasonable grounds to question the fiscal accountability, financial soundness, or compliance with this Agreement by the Subrecipient.
III. PAYMENT
It is expressly agreed and understood that the total amount to be paid by the City to the Subrecipient under this Agreement shall not exceed the amount of $ 123 ,250.
Drawdowns for the payment of eligible expenses shall be made against the line -item budgets specified in “Exhibit B” herein and in accordance with performance. Expenses for general administration shall also be paid against the line -item budgets specified in “Exhibit B” and in accordance with performance.
City shall only make payments for those Activities that comply with (a) the terms and conditions of this Agreement, (b) the financial management system in accordance with the standards specified in 2 CFR 200, and (c) 24 C.F.R. Part 570.
EXHIBIT 3
4 Payments shall be made on a reimbursement basis for actual costs incurred in providing services. Subrecipient shall submit a requisition itemizing all costs incurred by budget category as contained on the attached form marked Exhibit B. Requisitions shall be submitted to City on a quarterly basis through the City’s Vendor Self Service Portal. All costs listed on requisitions shall be accompanied by copies of invoices, bills, receipts, or payroll records. All payments shall be made to Subrecipient within 30 days from the date requisition is received by City, provided the City has received the required documentation and reporting. Failure to provide any of the required documentation and reporting will cause the City to withhold all or a portion of a request for reimbursement until such documentation and reporting has been received and approved by the City. City shall only be obligated to pay Subrecipient upon City's receipt of grant funds from HUD. Subrecipient will not be reimbursed for any expenses paid outside of the agreement term. Quarterly reports must be submitted for the time period requesting reimbursements.
The Subrecipient shall submit invoices on a quarterly basis in congruence with the quarterly reports as indicated in section VIII(C)(2) of this Agreement. All invoices must include a complete and accurate cover sheet as provided in Exhibit D , substantive and complete supporting documentation for eligible activities for which Subrecipient is requesting reimbursement, and all invoices must be submitted through the City’s Vendor Self Service Portal. Failure to submit an accurate and complete corresponding quarterly report may result in the delay or rejection of the invoice until the beginning of the next quarter.
The Subrecipient shall submit all final requests for reimbursements no later than 15 days after March 31.
IV. DRAW DOWN OF FUNDS
Draw down of funds shall be determined between the CITY and the SUBRECIPIENT, as stated in the Appendices A and B.
In every case, payment will be made subject to receipt of a written requisition for payment from SUBRECIPIENT specifying and certifying that such expenses are in conformance with this Agreement and SUBRECIPIENT is entitled to receive the amount requisitioned under the terms of the Agreement. To comply with 2 CFR 200.415, with each requisition for payment, an official authorized to bind SUBRECIPIENT shall certify that “By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812).” This certification must be included on the City-provided coversheet referenced in Exhibit D.
A. SUBRECIPIENT agrees that the General Provisions for Selected Items of Cost (2 CFR 200.420-200.475) shall be used to determine the allow-ability of invoiced costs.
B. Requisitions for Payment will be dispersed upon request provided that:
i. The Requisition for Payment is submitted with an original authorized signature;
ii. That all Requisitions for Payment are accompanied with supporting EXHIBIT 3
5 documentation verifying all costs are specific to carrying out the Agreement Scope;
iii. That a Budget Amendment Form be requested from City, and if approved by City, be returned with an original authorized signature for any Requisition for Payment that varies from the original approved Project Budget. City Approval of the budget amendment will be evaluated based on the nature of the request in comparison to the contract scope, and shall be subject to prior-approval by HUD, if required, pursuant to 2 CFR 200.308. The City of Stockton will only allow up to two
Budget Amendments during the contract period, but no later than December 31.
C. SUBRECIPIENT shall not claim reimbursement from CITY for (or apply sums received from the CITY with respect to) that portion of any of its obligations which has been or should be paid by another source.
D. SUBRECIPIENT shall be reimbursed only for eligible expenses incurred during the specified time period of the Agreement.
E. SUBRECIPIENT shall notify CITY in writing of all authorized personnel who shall be empowered to file requests for payment and pick up reimbursement checks pursuant to the Agreement.
F. Disbursement of funds may be withheld if periodic (QUARTERLY) activity reports are not provided according to this Agreement.
G. Upon receipt of payment of its final written requisition, SUBRECIPIENT shall have no entitlement to any unused funds.
V. NOTICES
Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice.
Communication and details concerning this contract shall be directed to the following contract representatives:
A. Notice or communication to Subrecipient is addressed as follows:
California Asian Pacific Chamber of Commerce
1610 R Street, Ste. 300
Sacramento, CA 95811
Attn: President/CEO
B. Notice or communication to City is addressed as follows:
City of Stockton Economic Development Department
425 N. El Dorado Street
Stockton, California 95202
Attn: Director
EXHIBIT 3
6 VI. ADVERTISING CONDITIONS
A. Advertisement and Web Presence. Subrecipient shall have an organizational web-based presence and effectively advertise and promote the Project on their website to reach a wider audience. Subrecipient shall translate marketing information, both in-print and web-based.
B. SUBRECIPIENT agrees that in advertisements or public notices regarding the Community Development Block Grant -funded portion of the program, that such ads or notices will include wording to the effect that the program, or a portion thereof, is funded through a Community Development Block Grant award provided by the City of Stockton.
VII. GENERAL CONDITIONS
A. General Compliance
The Subrecipient agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) the Subrecipient does not assume the Recipient’s environmental responsibilities described in 24 CFR 570.604 and (2) the Subrecipient does not assume the Recipient’s responsibility for initiating the review process under the provisions of 24 CFR 52. The Subrecipient also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this contract. The Subrecipient further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available.
B. “Independent Contractor”
Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties.
The Subrecipient shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The City shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as the Subrecipient is an independent contractor.
C. Hold Harmless
To the fullest extent permitted by law, Subrecipient shall hold harmless, defend and indemnify the City 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 Subrecipient’s performance 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. This obligation is independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this Agreement. These EXHIBIT 3
7 obligations shall survive the completion or termination of this Agreement.
If the Subrecipient should subcontract all or any portion of the work to be performed under this Agreement, the Subrecipient shall require each sub- contractor to indemnify, hold harmless and defend the City and its officers, officials, employees, and volunteers in accordance with the terms of the preceding paragraph.
D. Workers’ Compensation
The Subrecipient shall provide Workers’ Compensation Insurance coverage for all of its employees involved in the performance of this Agreement.
E. Insurance
The Subrecipient 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 and the results of that work by Subrecipient with limits and other requirements as stated in Exhibit C.
F. City Recognition
The Subrecipient shall ensure recognition of the role of the City in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. The Subrecipient shall adhere to all City guidelines and protocols regarding use of the City logo, brand, name, and/or other materials which identify the City. In addition, the Subrecipient will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement.
G. Amendments
The Parties may amend this Agreement in writing.
Notwithstanding the above, the City may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both City and Subrecipient.
VIII. ADMINISTRATIVE REQUIREMENTS
A. Financial Management
1. Accounting Standards
The Subrecipient agrees to comply with 2 CFR 200 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal EXHIBIT 3
8 controls, and maintain necessary source documentation for all costs incurred.
2. Cost Principles
The Subrecipient shall administer its program in conformance with 2 CFR 200 as applicable. These principles shall be applied for all costs incurred on a direct basis.
B. Documentation and Record Keeping
1. Records to be Maintained
The Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to:
a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program;
c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance;
e. Records documenting compliance with the equal opportunity components of the CDBG program;
f. Financial records as required by 24 CFR 570.502, and 2 CFR 200; and
g. Other records necessary to document compliance with Subpart K of 24 CFR 570.
2. Retention
The Subrecipient shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of five (5) years. The retention period begins on the date of the submission of the City’s annual performance and evaluation report to HUD in which the activities assisted under the Agreement are reported on for the final time. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the five-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the five -year period, whichever occurs later.
3. Client Data
The Subrecipient shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to City monitors or their designees for review upon request.
EXHIBIT 3
9 4. Disclosure
The Subrecipient understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of the City’s or Subrecipient’s responsibilities with respect to services provided under this contract, is prohibited unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian.
5. Close-outs
The Subrecipient’s obligation to the City shall not end until all close -out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the City), and determining the custodianship of records. Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the Subrecipient has control over CDBG funds, including program income.
6. Audits & Inspections
All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the City, grantor agency, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by the Subrecipient within 30 days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Subrecipient hereby agrees to have an annual agency audit conducted in accordance with current City policy concerning subrecipient audits and 2 CFR 200.
C. Reporting and Payment Procedures
1. Program Income
Program income, as defined at 24 CFR 570.500(a), must be spent and is subject to record keeping and spending requirements in compliance with 2 CFR Section 200.302(b)(2)-(4), 24 CFR 570.504 and 24 CFR 570.506.
a. Program income generated by the SUBRECIPIENT must be spent by the SUBRECIPIENT. The SUBRECIPIENT may only spend
program income on eligible costs within the component that generated it within the contract year during which the program income was generated. The SUBRECIPIENT must spend down
any accrued program income on eligible costs before use of other Funds.
b. Costs paid by program income shall count toward meeting the EXHIBIT 3
10 SUBRECIPIENT’s matching requirements, provided the costs are eligible costs that supplement the SUBRECIPIENT’s Project. c. The SUBRECIPIENT is required to maintain records of their receipt and use of program income. These records must be kept in accordance with the financial records requirements in 24 CFR 570.504 and 24 CFR 570.506. Program income must be tracked separately from grant funds to ensure the program income was spent appropriately. The SUBRECIPIENT must track program income on a quarterly basis and report on the use of program income in the SUBRECIPIENT’s quarterly report described in section VIII(C)(1).
The Subrecipient shall report quarterly all program income (as defined at 24 CFR 570.500(a)) generated by activities carried out with CDBG funds made available under this contract. The use of program income by the Subrecipient shall comply with the requirements set forth at 24 CFR 570.504. By way of further limitations, the Subrecipient may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to the City at the end of the contract period.
Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to the City.
2. Quarterly and Annual Reports
The Subrecipient shall submit regular Quarterly Reports to the City in the form, content, and frequency as required by the City. Quarterly reports shall be submitted using the reporting from provided in Exhibit D and f ollowing the Agreement date no later than July 15 (for the period of April 1 through June 30), October 15 (for the period of July 1 through September 30), January 15 (for the period of October 1 through D ecember 31), and A pril 15 (for the period of January 1 through March 31). All quarterly reports shall be submitted to t he Economic Development Department. The completion and submittal of quarterly reports are required for invoices to be processed for the same period of time.
SUBRECIPIENT shall submit an annual report at the end of the program term summarizing program activity, accomplishments and outcomes.
D. Procurement
1. Compliance
The Subrecipient shall comply with current City policy concerning the purchase of equipment and shall maintain inventory records of all non-expendable personal property as defined by such policy as may be procured with funds provided herein. All Program assets (unexpended program income, property, equipment, etc.) shall revert to the City upon termination of this Agreement.
2. Office of Management and Business (OMB) Standards
Unless specified otherwise within this agreement, the Subrecipient shall procure all materials, property, or services in accordance with the requirements of 2 CFR EXHIBIT 3
11 200.
3. Travel
The Subrecipient shall obtain written approval from the City for any travel outside the metropolitan area with funds provided under this Agreement.
E. Use and Reversion of Assets
The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 2 CFR 200 and 24 CFR 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following:
1. The Subrecipient shall transfer to the City any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination.
2. Real property under the Subrecipient’s control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five (5) years after expiration of this Agreement, or such longer period of time as the City deems appropriate.
If the Subrecipient fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the Subrecipient shall pay the City an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the City.
The Subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period, or such longer period of time as the City deems appropriate.
3. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the Subrecipient for activities under this Agreement shall be (a) transferred to the City for the CDBG program or (b) retained after compensating the City an amount equal to the current fair market value of the equipment less the percentage of non-CDBG funds used to acquire the equipment.
4. If the SUBRECIPIENT becomes insolvent, all furniture, equipment or any other property or assets purchased partly or totally with Community Development Block Grant funds, shall be returned to the CITY for disposition.
F. Unique Entity Identifier. SUBRECIPIENT shall maintain an updated and valid Unique Entity Identifier (UEI) number, which requires registering with Sam.gov.
EXHIBIT 3
12 G. Additional Federal Conditions. SUBRECIPIENT acknowledges it has reviewed, and will remain in compliance with, the Federal Conditions Sections contained in Exhibit E.
IX. PERSONNEL & PARTICIPANT CONDITIONS
A. Civil Rights
1. Compliance
The Subrecipient agrees to comply with the State of California’s Fair Employment and Housing Act, the Unruh Civil Rights Act, and all other State of California nondiscrimination statutes, regulations, and standards, along with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, and Executive Order 11063.
2. Nondiscrimination
The Subrecipient agrees to comply with the non- discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR 570.607. The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable.
3. Land Covenants
This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared, or improved with assistance provided under this contract, the Subrecipient shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the City and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate.
4. Section 504
The Subrecipient agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against individuals with disabilities or handicaps in any Federally assisted program. The City shall provide the Subrecipient with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement.
B. Hiring Practices
EXHIBIT 3
13 1. Women- and Minority-Owned Businesses (W/MBE)
The Subrecipient will use its best efforts to afford small businesses, minority business enterprises, and women’s business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the terms “small business” means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and “minority and women’s business enterprise” means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, “minority group members” are Afro -Americans, Spanish-speaking, Spanish surnamed or Spanish- heritage Americans, Asian - Americans, and American Indians. The Subrecipient may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation.
2. Access to Records
The Subrecipient shall furnish and cause each of its own subrecipients or subcontractors to furnish all information and reports required hereunder and will permit access to its books, records and accounts by the City, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations, and provisions stated herein.
3. Notifications
The Subrecipient will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker’s representative of the Subrecipient’s commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
4. Equal Employment Opportunity (EEO) Statement
The Subrecipient will, in all solicitations or advertisements for employees placed by or on behalf of the Subrecipient, state that it is an Equal Opportunity employer.
5. Subcontract Provisions
The Subrecipient will include the provisions of Paragraphs IX.A, Civil Rights, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors.
C. Employment Restrictions
1. The Subrecipient is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities; inherently Prohibited Activity
EXHIBIT 3
14 religious activities; lobbying; political patronage; and nepotism activities.
2. Labor Standards
The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state, and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Subrecipient agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR 5. The Subrecipient shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the City for review upon request.
The Subrecipient agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation, or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees
to journey workers;
provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph.
3. “Section 3” Clause
a. Compliance
Compliance with the provisions of Section 3 of the HUD Act of 1968, as amended, and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this contract shall be a condition of the Federal financial assistance provided under this contract and binding upon the City, the Subrecipient and any of the Subrecipient’s subrecipients and subcontractors. Failure to fulfill these requirements shall subject the City, the Subrecipient, and any of the Subrecipient’s subrecipients and subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Subrecipient certifies and agrees that no contractual or other disability exists that would prevent compliance with these requirements.
The Subrecipient further agrees to comply with these “Section 3” requirements and to include the following language in all subcontracts executed under this Agreement:
“The work to be performed under this Agreement is a project assisted under a EXHIBIT 3
15 program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low - and very low-income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very low-income persons residing in the metropolitan area in which the project is located.”
The Subrecipient further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead -based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the metropolitan area in which the CDBG -funded project is located; where feasible, priority should be given to low - and very low -income persons within the service area of the project or the neighborhood in which the project is located, and to low - and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead- based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low - and very low -income persons residing within the metropolitan area in which the CDBG -funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low - and very low -income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs.
The Subrecipient certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements.
b. Notifications
The Subrecipient agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker’s representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training.
c. Subcontracts
The Subrecipient will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. The Subrecipient will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations.
4. DRUG-FREE WORKPLACE CERTIFICATE
EXHIBIT 3
16 The Subrecipient agrees to provide a drug- free workplace in accordance with 2 CFR Part 2429 and the Drug-Free Workplace Act of 1988. The Subrecipient will:
a. Publish a statement notifying employees that it is unlawful to manufacture, distribute, dispense, possess, or use a controlled substance in the applicant’s workplace and such activities are prohibited. The statement must specify the actions that will be taken against employees for violation of this prohibition.
The statement must also notify employees that, as a condition of employment under the federal award, they are required to abide by the terms of the statement and that each employee must agree to notify the employer in writing if the employee is convicted for a violation of a criminal drug statute occurring in the workplace, no later than 5 calendar days after such conviction.
b. Establish an ongoing drug-free awareness program to inform employees about:
i. The dangers of drug abuse in the workplace;
ii. The Subrecipient’s policy of maintaining a drug-free workplace;
iii. Any available drug counseling, rehabilitation, and employee assistance programs; and
iv. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace;
c. Notify the City in writing within 10 calendar days after receiving notice from an employee of a drug abuse conviction or otherwise receiving actual notice of a drug abuse conviction. Employers of convicted employees much provide notice, including position title, to every grant officer or other designee on whose grant activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices.
Notice shall
include the identification number(s) of each affected grant;
d. Require that each employee engaged in the performance of the federally funded award be given a copy of the drug-free workplace statement required in item (i) above and notify the employee that one of the following actions will be taken against the employee within 30 calendar days of receiving notice of any drug abuse conviction:
i. Institution of a personnel action against the employee, up to and including termination consistent with requirements of the Rehabilitation Act of 1973 (29 U.S.C. 794), as amended; or
ii. Imposition of a requirement that the employee participates satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state, or local health, law enforcement, or other appropriate agency.
EXHIBIT 3
17 e. Identify to the City all known workplaces under the award. The workplace identification must include the actual address of buildings or other sites where work under the award will take place. The Subrecipient must also inform the City of any workplace changes during the performance of the award. The identification of the workplaces must occur either:
i. At the time of application or upon award; or
ii. In documents the applicant keeps on file in its offices during performance of the award, in which case the applicant must make the information available for inspection upon request by the City.
D. Conduct
1. Assignability
The Subrecipient shall not assign or transfer any interest in this Agreement without the prior written consent of the City thereto; provided, however, that claims for money due or to become due to the Subrecipient from the City under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the City.
2. Subcontracts
a. Approvals
The Subrecipient shall not enter into any subcontracts with any agency or individual in the performance of this contract without the written consent of the City prior to the execution of such agreement.
b. Monitoring
The Subrecipient will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance.
c. Content
The Subrecipient shall cause all of the provisions of this contract in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement.
d. Selection Process
The Subrecipient shall undertake to ensure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open EXHIBIT 3
18 competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to the City along with documentation concerning the selection process.
3. Hatch Act
The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C.
4. Conflict of Interest
The Subrecipient agrees to abide by the provisions of 2 CFR 200 and 570.611, which include (but are not limited to) the following:
a. The Subrecipient shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees, or agents engaged in the award and administration of contracts supported by Federal funds.
b. No employee, officer, or agent of the Subrecipient shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved.
c. No covered persons who exercise or have exercised any functions or responsibilities with respect to CDBG-assisted activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract, subcontract, or agreement with respect to the CDBG - assisted activity, or with respect to the proceeds from the CDBG - assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a “covered person” includes any person who is an employee, agent, consultant, officer, or elected or appointed official of the City, the Subrecipient, or any designated public agency.
5. Lobbying
The Subrecipient hereby certifies that:
a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative EXHIBIT 3
19 agreement;
b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form -LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions; and
c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall certify and disclose accordingly:
d. Lobbying Certification
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
6. Copyright
If this contract results in any copyrightable material or inventions, the City and/or grantor agency reserves the right to royalty- free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use, the work or materials for governmental purposes.
7. Religious Activities
The Subrecipient agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR 570.200(j), such as worship, religious instruction, or proselytization.
X. ENVIRONMENTAL CONDITIONS
A. Air and Water
The Subrecipient agrees to comply with the following requirements insofar as they apply to the performance of this Agreement:
− Clean Air Act, 42 U.S.C., 7401, et seq.;
− Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; EXHIBIT 3
20 − Environmental Protection Agency (EPA) regulations pursuant to 40 CFR 50, as amended.
B. Flood Disaster Protection
In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation).
C. Lead-Based Paint
The Subrecipient agrees to complete a lead regulation screening worksheet to identify if real property involved in the Project is exempt from 24 CFR 35 as specified in 24 CFR Section 35.115.
The Subrecipient agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead-Based Paint Regulations at 24 CFR 570.608, and 24 CFR 35, Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead-based paint. Such notification shall point out the hazards of lead-based paint and explain the symptoms, treatment, and precautions that should be taken when dealing with lead-based paint poisoning and the advisability and availability of blood lead level screening for children under seven. Notification shall also include providing owners, prospective owners, and tenants with the “Protect Your Family from Lead in Your Home” pamphlet in accordance with 24 CFR Section 35.1210(b). The notice should also point out that if lead -based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment, and/or abatement may be conducted.
The Subrecipient further agrees to retain a copy of each notice, evaluation, and clearance or abatement report related to lead-based paint activities undertaken pursuant to 24 CFR 35, Subpart B for at least three years. Those records applicable to a portion of a residential property for which ongoing lead-based paint maintenance and/or reevaluation activities are required shall be kept and made available for HUD’s review, until at least three years after such activities are no longer required.
D. Historic Preservation
The Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement.
In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list.
EXHIBIT 3
21 XI. MISCELLANEOUS PROVISIONS
A. SEVERABILITY
If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect.
B. SECTION HEADINGS AND SUBHEADINGS
The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
C. WAIVER
The City’s failure to act with respect to a breach by the Subrecipient does not waive its right to act with respect to subsequent or similar breaches. The failure of the City to exercise or enforce any right or provision shall not constitute a waiver of such right or provision.
D. CONSTRUCTION OF LANGUAGE
The terms and conditions in this Agreement have been arrived at through negotiation and each party had a full and fair opportunity to review and revise.
E. ATTORNEY’S FEES
If any action at law or inequity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to costs and reasonable attorney's fees in addition to any other relief to which it may be entitled.
F. GOVERNING LAW
The validity of this Agreement and of any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the State of California.
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EXHIBIT 3
22 G. ENTI
RE AGREEMENT
This
agreement constitutes the entire agreement between the City and the Subrecipient for the use of funds received under this Agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the City and the Subrecipient with respect to this Agreement.
IN WITN
ESS WHEREOF, the Parties have executed this contract as of the date first written above.
California Asian Pacific Chamber of Commerce,
a nonprofit organization
BY:
ITS:
DATE:
CITY OF STOCKTON, a municipal corporation
By:
JOHNNY FORD
CITY MANAGER
DATE:
ATTEST:
____________________
___________________
KATHERINE ROLAND, CMC, CPMC
CITY CLERK
APPR
OVED AS TO FORM:
____________________
___________________
MARCI A. ARREDONDO
CITY ATTORNEY
President/CEO
March 10, 2026
EXHIBIT 3
23 INCORPORATED ATTACHMENTS & EXHIBITS
Exhibit “A” Scope of Work/Services
Exhibit “B” Program Budget
Exhibit “C” Insurance Requirements
Exhibit “D” City of Stockton Reimbursement Packet Documents Exhibit “E” Federal Conditions Sections Certifications
Exhibit “F” Federal Award Identification Information
Appendix A
Appendix B
EXHIBIT 3
24 EXHIBIT A
Scope of Work/Services
Agency Name: California Asian Pacific Chamber of Commerce Program Name: The Stockton Incubator: Business Launch Accelerator Amount of Grant: $123,250
National Objective: 18C
Matrix Code: LMC
SUBRECIPIENT’s UEI Number: REKPMJDM1C78
Program Narrative
The Stockton Incubator: Business Launch Accelerator is a one-week, high-impact entrepreneurship program jointly implemented by the San Joaquin Small Business Development Center (SJ-SBDC) in collaboration with Open Innovation Centers (OIC).
Through our experience operating the county-wide SJC Incubator, we have identified that one of the greatest barriers for participants from low-to-moderate income (LMI) backgrounds is the upfront cost of formal business setup. When entrepreneurs must choose between basic household needs and business license fees, a process that could take only a week often stretches into months due to limited funds.
We hold our Stockton incubator cohort at the Green Economy Lab, which allows us to leverage partnerships with the Housing Authority and reach residents directly. In May, we held a cohort composed entirely of residents recruited through this collaboration. To this day, these remain some of our most dedicated entrepreneurs—balancing jobs, raising families, and steadily advancing their businesses. From this experience, we learned that there is a consistent $300–$500 cost barrier to launching a business for low-income entrepreneurs.
These entrepreneurs have already demonstrated commitment. They have developed products, collected inventory and supplies, learned new skills, pursued certifications, and prepared for the work of their businesses. Yet, despite their passion and preparation, the final $300–$500 required to formalize their ventures remains a prohibitive obstacle. These costs are even higher for domestic violence survivors, who require registered agent and virtual address services to protect their safety.
This proposal offers a direct solution to address that challenge for some of Stockton’s most promising entrepreneurs. Those who are unable to begin with solid foundations often encounter greater difficulties later when seeking financing and scaling.
We see this program as an opportunity to provide an entrepreneurship “boot camp”— equipping participants with readiness training and the resources to formalize their businesses in just one week. The Stockton Incubator: Business Launch Accelerator empowers LMI residents to register, activate, and professionalize their small businesses through a structured curriculum that integrates business formation, financial literacy, EXHIBIT 3
25 and digital enablement.
Following the initial week, entrepreneurs are eligible for one-on-one advising with SJ-SBDC subject matter experts who continue to support participants in their chosen industries. For example, our food industry advisor supports participants pursuing food ventures, while our contracting advisor assists those seeking Small/DBE certification and government contracting opportunities. Additional areas of support include business planning, access to capital, marketing, e- commerce, AI integration, import/export, home health care, and beauty/hair services.
By combining a short-term, high-impact accelerator with long-term technical advising, the program ensures participants not only launch their businesses but also receive the continued support needed to adapt and grow.
Participants will complete the program having:
• Registered a business (license and EIN)
• Opened a dedicated business bank account
• Built a professional one-page website
• Created business cards and branding materials
• Established a bookkeeping system
• Developed a sustainability plan for growth
By integrating hands-on training, milestone-based stipends, and real-world activation, the program eliminates key barriers preventing LMI entrepreneurs from launching viable businesses in Stockton.
Goals and Outcomes
The Stockton Incubator: Business Launch Accelerator directly supports the City of Stockton’s Entrepreneurship Ecosystem Building (PUR 26-004) objectives and the HUD CDBG national goal of benefitting LMI individuals by providing technical assistance and startup resources.
Primary Goals:
1. Increase the number of formalized small businesses owned by Stockton’s LMI
1. residents.
2. Strengthen financial literacy, bookkeeping, and capital readiness.
3. Build digital and operational capacity for long-term success.
4. Remove financial barriers to startup through milestone-based stipends.
Expected Outcomes:
• 20 LMI entrepreneurs verified and served
• 20 new businesses registered and banked
• 20 business websites launched and branded materials produced • Cover up to $10,000 for licenses, fees, etc. to assist business activation • 90% program completion rate
• 100% of participants reporting improved confidence in business operations EXHIBIT 3
26 Target Population
The SJC Incubator: Business Launch Accelerator serves Stockton residents who meet HUD’s LMI income criteria. Participants will primarily include aspiring or earlystage entrepreneurs and microbusiness owners (five or fewer employees). We are not looking for a specific business type as SBDC can support across a range of industries. Instead, we are looking for entrepreneurs that have a solid business idea and are looking for support at launch.
Recruitment will prioritize neighborhoods and demographics historically underrepresented in traditional business programs. SJ-SBDC and Open Innovation Centers will collaborate on outreach using community partnerships, informational sessions, and targeted campaigns to engage LMI participants before the program begins.
Method for Tracking Outcomes
Pre-Program (Recruitment & Qualification)
Prior to the accelerator week, SJSBDC and Open Innovation Centers will conduct community information sessions and business ideation workshops to prepare and qualify participants.
• Each participant will complete LMI verification and intake forms. • Business ideas will be refined to ensure readiness for implementation on Day 1.
This stage satisfies HUD’s Limited Clientele (LMC) national objective and ensures that 100% of participants are eligible and prepared.
Evaluation and Continuous Improvement
Evaluation will include follow-up surveys at three and six months to measure:
• Business continuity and growth
• Job creation or income generation
• Ongoing financial management and digital engagement
Feedback will inform continuous program refinement and integration with future SJSBDC and Open Innovation Centers programming.
Data Collection for Longitudinal Outcome Tracking
When the entrepreneurs near the end of their weeklong educational component they are entered the SBDC Neo Serra system where their progress is documented by every advisor that works with them. This system is used both by OIC (who are SBDC advisors themselves) and SBDC.
This insures high quality longitudinal data once entrepreneurs are in the system.
EXHIBIT 3
27 EXHIBIT B
Program/Project Budget
Funding Uses/Expenses City of Stockton Allocation
Consulting Fees $80,000
Materials and Resources $15,000
Travel Expenses $-
Other Expenses (Monthly Business
Education Workshops) $25,750
Stockton Small Business Week Event
Supplies $2,500
Total $123,250
EXHIBIT 3
28 EXHIBIT C
Insurance Requirements
Subrecipient 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 Subrecipient, 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 Subrecipient 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) If the Subrecipient 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:
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 Subrecipient 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 Subrecipient’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 EXHIBIT 3
29 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 Subrecipient’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 Subrecipient’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 Subrecipient’s insurance coverage to the sole negligence of the Named Insured.
Umbrella or Excess Policy
The Subrecipient 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 Subrecipient’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
Subrecipient hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Subrecipient may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Subrecipient 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
Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Subrecipient 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 EXHIBIT 3
30 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 Subrecipient or a subcontractor of the Subrecipient who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Subrecipient 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
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 Subrecipient must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
Verification of Coverage
Subrecipient 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 Subrecipient’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
Subrecipient shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Subrecipient shall ensure that City of Stockton is an additional EXHIBIT 3
31 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
425 N. El Dorado Street – HR
Stockton, CA 95202
EXHIBIT 3
32 EXHIBIT D
City of Stockton Reimbursement Packet Documents
Remit to:
By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the Federal award.
I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812.)
Authorized Program Staff Date
Subrecipient Name:
Contract Number: Date Submitted: Contract Service Term:
Invoice No.: Program Description: Contract Year:
Item # Budget Category Budget Amount Invoice
Request
YTD
Reimbursement Balance Usage
1 2
3 4
5 6
7 TOTALS %
EXHIBIT 3
33 COMMUNITY DEVELOPMENT BLOCK GRANT
ENTREPRENUERSHIP GRANT PROGRAM QUARTERLY REPORT
Agreement No. Subrecipient
(Organization):
Contact Person (Name and Title):
Quarter Being
Reported: Date Submitted
Required Reporting Metrics
Total Number of Businesses Assisted This Quarter
Number of new businesses assisted: Number of existing businesses assisted:
Number of businesses expanding (if applicable):
Number of businesses relocating (if applicable):
Number of aspiring businesses assisted (business does not yet exist):
Race and Ethnicity Data for Businesses Assisted This Quarter Race Total Hispanic/Latino
White
Asian
Native Hawaiian/Other Pacific
Islander
Black/African American
American Indian/Alaskan Native
Asian & White
Black/African American & White
American Indian/Alaskan Native
& White
American Indian/Alaskan Native
& Black
Other/Multiracial
EXHIBIT 3
34 TOTALS
Income Level for Businesses Assisted This Quarter
Moderate (>80%) Income Very Low (50%) Income
Low (80%) Income Extremely Low (<30%)
Income
Services and Accomplishments During This Quarter
Services provided to the businesses/aspiring entrepreneurs:
EXHIBIT 3
35 CITY OF STOCKTON
SELF-CERTIFICATION HOUSEHOLD INCOME VERIFICATION
ENTREPRENEURSHIP ECOSYSTEM BUILDING PROGRAM
Following to be completed by the BUSINESS SERVICE ORGANIZATION
Business Service Organization (BSO): _____
BSO Address: , Stockton CA _ _____
BSO Contact Name: Title: _____
BSO Telephone: Email: __________________
Date(s) of Service Provided to Program Beneficiary: ____________ Please check appropriate box: New Beneficiary Previous Beneficiary Please check appropriate box:
Individual/Aspiring Business Served New Business Served Existing Business Served If the beneficiary was an existing business, were they:
Expanding? Yes No
Relocating? Yes No
Did the BSO provide services to staff of the program beneficiary (business owner)? Yes, services were provided to staff members No Indicate Type of Service:
Business Consulting Access to Capital Workshop Attendee Cohort Participant Training attendee Financial Guidance Other: _________________
BSO
Signature: ____________________
BSO Print Name: ______________________Date:
Following to be completed by the PROGRAM BENEFICIARY/BUSINESS OWNER The Business Service Organization (BSO) you are receiving assistance from was assisted under a Federally funding program which has, as one of its objectives, the creation of jobs or services for low - and moderate-income persons. Whether you are from a low/moderate- income household depends on the size of the household and your total household income.
Please first circle the number of members in your household, then circle your total household income in the same row. Income is defined as the total annual gross income of all household members 18-years of age or older residing within the home. Students away at college but still reported as a dependent on a family member’s tax return should also be included. Household member refers all persons living in the same household for the past 12-month period who are related by birth, marriage or adoption.
EXHIBIT 3
36 Step 1:
House-
hold Size
(Circle
One)
Step 2: Total Annual Household Income
(On the row that has your Household size, Circle your total annual household income) EL (0-30% AMI) VL (31-50% AMI) L (51-80% AMI) M (81% AMI and Greater)
1 $22,000 or less
$22,201 - $36,650
$36,651- $58,600
$58,601 or more
2 $25,150 or less $25,151 - $41,850 $41,851- $67,000 $67,001 or more 3 $28,300 or less $28,301 - $47,100 $47,101- $75,350 $75,351 or more 4 $31,400 or less $31,401 - $52,300 $52,301- $83,700 $83,701 or more 5 $33,950 or less $33,951 - $56,500 $56,501- $90,400 $90,401 or more 6 $36,450 or less $36,451 - $60,700 $60,701- $97,100 $97,101 or more 7 $38,950 or less $38,951 - $64,900 $64,901- $103,800 $103,801 or more 8 $41,450 or less $41,451 - $69,050 $69,051- $110,500 $110,501 or more
Following to be completed by the PROGRAM BENEFICIARY (Cont’d)
EMPLOYMENT STATUS
Part-time or Full-time
POSITION CURRENTLY HELD:
OTHER DEMOGRAPHIC INFORMATION
Ethnicity: Hispanic or Non-Hispanic
Race (please check one):
White (Caucasian) Black/African American
Asian American Indian/Alaskan Native
Native Hawaiian/Other Pacific Islander American Indian/Alaskan Native & White Asian & White American Indian/Alaskan Native & Black Black/African American & White Other/Multiracial
Does your family have a Female Head of the Household? Yes or No
If this is a new position, were you previously unemployed? Yes or No
If you are a current business owner, does your business have a Unique Identifier Number (UEI)? Yes, Please provide: or No
I hereby certify that the information on this form is accurate and complete. I understand that this self - certification may be subject to further verification by the agency providing services, the City of Stockton, or the U.S. Department of Housing and Urban Development. I, therefore, authorize such verification, and I will provide supporting documents, if necessary. Warning: Title 18, Section 1001 of the U.S. Code states that a person is guilty of a felony for knowingly and willingly making false or fraudulent statements to any department of the U.S. Government.
Program Beneficiary Name (please print):
EXHIBIT 3
37 Signature (Parent/Guardian if under 18 years old) Date
Please return completed, signed form to:
City of Stockton
Economic Development Department
425 N El Dorado St
Stockton, CA 95202
Phone: (209) 937-8539
[email protected]
Income levels current as published by HUD effective April 1, 2025 (80% of median – low income) https://www.huduser.gov/portal/datasets/il/il2025/select_Geography.odn
form updated 2/27/2026
EXHIBIT 3
38 COMMUNITY DEVELOPMENT BLOCK GRANT
ENTREPRENUERSHIP GRANT PROGRAM ANNUAL REPORT
Agreement No. Subrecipient
(Organization):
Contact Person
(Name and Title):
Date Submitted:
Required Reporting Metrics
Total Number of Businesses Assisted (Do Not Double Count) Number of new businesses assisted: Number of existing businesses assisted:
Number of aspiring businesses assisted (business does not yet exist):
Race for Total Number of Businesses Assisted
Race Total Hispanic/Latino
White
Asian
Native Hawaiian/Other Pacific
Islander
Black/African American
American Indian/Alaskan Native
Asian & White
Black/African American & White
American Indian/Alaskan Native
& White
American Indian/Alaskan Native
& Black
Other/Multiracial
EXHIBIT 3
39 TOTALS
Income Level for all Businesses Assisted
Moderate (>80%) Income Very Low (50%) Income
Low (80%) Income Extremely Low (<30%)
Income
Services and Accomplishments During This Year
Services provided to the businesses/aspiring entrepreneurs:
Annual highlight and/or success story:
EXHIBIT 3
40 EXHIBIT 3
41 EXHIBIT E
Federal Conditions Sections Certifications
In December 2014, 2 CFR Part 200 – “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” commonly referred to as Uniform Guidance, became effective for all federal agencies and their grantees. This sweeping regulation replaced, combined, and streamlined eight previous sets of federal regulations. With this certification, Subrecipient acknowledges reading the Federal Conditions and the corresponding Sections related to 2 CFR Part 200 as well as HUD related CFRs as outlined in this Exhibit. Subrecipient understands that compliance with these Sections is a condition of the CDBG Grant Agreement between the City of Stockton and the Subrecipient.
The Federal Conditions Sections and federal regulations that are relevant to this grant include, but are not limited are as follows:
List of Sections Reviewed:
Section 1: 2 CFR Part 200 Uniform Administrative Requirements Section 2: 2 CFR Part 200 Cost Principles for Non-Profits Section 3: 2 CFR Part 200 Audit Requirements
24 CFR 570.602 Section 109 - Non-Discrimination
24 CFR 570.607 EEO- Non-Discrimination
24 CFR 570.604 Environmental Standards
24 CFR 570.605 National Flood Insurance
24 CFR Part 87 Restrictions on Lobbying
24 CFR 570.207 Restrictions on Political Activities
24 CFR 570.200 (j) Restrictions on Religious Activities 24 CFR Part 570 Education - Non-Discrimination
EXHIBIT 3
42 EXHIBIT F
FEDERAL AWARD IDENTIFICATION INFORMATION
1. SUBRECIPENT’S name: California Asian Pacific Chamber of Commerce
2. SUBRECIPIENT’S UEI Number: REKPMJDM1C78
3. Federal Award Identification Number (FAIN): B-24-MC-0026
4. Federal Award Date: 12/9/2024
5. Subaward Period of Performance Start and End Date: April 1, 2026 – March 31, 2027
6. Amount of Federal Funds Obligated by this action by the CITY entity to the SUBRECIPIENT: $123,250
7. Total amount of Federal Funds Obligated to the SUBRECIPIENT by the CITY including the current obligation: $123,250
8. Total amount of Federal Award committed to the SUBRECIPIENT by the CITY: $123,250
9. Federal award project description, as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA): CDBG
10. Name of Federal awarding agency: US Department of Housing and Urban Development (HUD)
11. Contact information for CITY official responsible for awarding funding: Angelina Abella, [email protected]
12. CFDA Number and Name: 14.218 CDBG
13. Identification of whether the award is Research and Development (R&D): No
14. Indirect cost rate for the HUD award to the CITY: N/A
15. Indirect cost rate for the subaward (which must be an approved Federally-recognized indirect cost rate negotiated between the SUBRECIPIENT and the Federal government or, if no such rate exists, either a rate negotiated between the CITY and the SUBRECIPIENT (in compliance with 2 CFR part 200), or a de minimis indirect cost rate as defined in §200.414(f)): N/A
EXHIBIT 3
43 APPENDIX A
1. Reporting Requirements
a. HUD recordkeeping regulations at 24 CFR Part 121 specifies the types of racial and ethnic data to be maintained. Subrecipient shall use HUD-issued “OMB Standards for Federal Data on Race and Ethnicity: HUD Policy Statement and Implementing Guidelines” that specifies the manner in which racial and ethnic characteristics are to be gathered, maintained, and submitted to City of Stockton and HUD. This format shall be utilized to collect racial and ethnic data. This format allows for self-identification of ethnicity from one of two ethnic categories (i.e., “Hispanic/Latino” and “Non- Hispanic/Latino”) and race from one or more of five racial categories. Observation method is described in the implementing guidelines indicated above. (Required by Title VI and Section 109 implementing regulations at 24 CFR Parts 1.6(b) and 6.10(c) and with recordkeeping requirements at 24 CFR Part 121
b. Subrecipient shall gather, maintain, and submit racial, ethnic, gender, head of household and family, housing status and financial assistance received for each program participant documentation that describes the extent to which Program beneficiaries to the activity funded by this Agreement. Beneficiaries and prospective beneficiaries shall be expected to self-identify disability status. This requirement is intended to ensure meaningful access and participation for persons with disabilities. (Required by Section 504 implementing regulations at 24 CFR Part 8.55(b)
c. Subrecipient shall analyze, at least on a quarterly basis, the degree to which racial and ethnic minorities, female-headed households, persons with disabilities, as well as the categories covered in paragraph “5.b.” of this Appendix, are participating in the activity funded by this Agreement. Where subrecipient identifies underrepresentation of any group (underrepresentation of 10% or more in participation compared to its representation in the Stockton general population is considered significant) based on race, color, national origin, gender, or disability, the subrecipient shall adjust the administration of this funded activity in an effort to promote greater equity in participation (e.g., affirmative marketing/outreach). (Required by Title VI and Section 109 implementing regulations at 24 CFR Parts 1.4 and 6.4; Section 504 implementing regulations at 24 CFR Part 8.4(b); Section 808(e)(5) of the Fair Housing Act which requires HUD-funded activities to affirmatively further fair housing; and HUD’s Civil Rights-Related Program Requirements at 24 CFR 570.601)
2. Definitions:
a. Family is defined in the Entitlement program as a group of persons residing together, and includes but is not limited to: a family with or without children, an elderly family; a near-elderly family; a disabled family; a displaced family; An individual living in a housing unit that contains no other person(s) related to him/her is considered to be a one-person family for this purpose. Adult children who continue to live at home with their parent(s) are considered to be part of the family for this purpose and their income must be counted in determining the total family income. A dependent child who is living EXHIBIT 3
44 outside of the home (for example, students living in a dormitory or other student housing) is considered for these purposes to be part of the family upon which he/she is dependent, even though he/she is living in another housing unit.
b. Household is defined in the Entitlement program as all persons occupying the same housing unit, regardless of their relationship to each other. The occupants could consist of a single family, two or more families living together, or any other group of related or unrelated persons who share living arrangements.
3. Additional Requirements:
a. Subrecipients that employ fifteen (15) or more persons shall designate at least one person to coordinate efforts to comply with Section 504 requirements. Designated Section 504 (Accessibility) Coordinator shall coordinate efforts to comply with Section 504 program and physical requirements. Requirements include, but are not limited to:
posting in a non-discrimination notice that includes the name and contact telephone number for the Section 504 Coordinator (notice must also be included in informational, advertising, and marketing materials); reasonable accommodation, removal of architectural barriers, policies and practices that promote access for persons with disabilities, grievance policies and procedures that incorporate appropriate due process standards and that provide for the prompt and equitable resolution of complaints alleging any action prohibited by Section 504, etc.
b. Grievance procedures shall include: 1) overseeing the investigation and resolution of complaints by the designated Section 504 Coordinator and documenting the number, nature, and outcomes of grievances; 2) notifying an individual of the right to file a complaint with the state or federal government against the City of Stockton or subrecipient without filing first with the state office; 3: displaying the name(s) and phone number(s) of the Section 504 Coordinator(s); and 4) notifying applicants, participants, and beneficiaries of its grievance policy on all forms and documents used to communicate with them or when the City of Stockton or subrecipient’s decision may have an adverse impact to a prospective applicant, participant, or beneficiary.
Subrecipient shall post the grievance policy at its office to notify applicants, participants, and beneficiaries. (Required by Section 504 implementing regulations at 24 CFR Part
8.53(a).
c. CDBG subrecipients shall be required to submit QUARTERLY Consolidated Annual Performance and Evaluation Report (CAPER) Data Reports. d. City of Stockton may withhold reimbursement payment(s) in cases of non- compliance until non-compliance is cured.
EXHIBIT 3
45 APPENDIX B
1. Budget: Budget line items may be modified by mutual agreement with written authorization by Community Development Block Grant (CDBG) Program Manager or a City of Stockton designee.
2. Reimbursement Eligibility:
a. In order for costs to be reimbursable, costs must be reasonable, allowable, documented, and allocable. Only an executed subrecipient funding agreement authorizes these costs to be reimbursed for costs incurred during the term of the agreement. Any expenditure accrued or costs incurred prior to or after the term of the agreement will be ineligible for reimbursement.
b. City of Stockton reserves the right to hold or return reimbursement requests and disallow incurred expenses based on compliance with agreement. All financial transactions must be supported by complete and verifiable source documents. These records must provide a clear audit trail and must be maintained as specified by federal guidelines.
3. Reimbursement Request Submission:
a. Subrecipients must use the City of Stockton’s Vendor Self Service Portal for invoice and supporting documentation submission.
b. Unless Subrecipient and CITY have agreed to monthly invoicing submittal, Subrecipient must submit reimbursement requests at least once per quarter. c. Subrecipients that have agreed to submit monthly invoicing, must submit its Draw Requests no later than 15 days after the end of the month. Failure to comply with this requirement may default to a quarterly invoice if decided by CITY staff. d. Subrecipients must submit the City-issued coversheet (Exhibit D) with every invoice.
e. Invoice supporting documentation must include, at a minimum, the following information:
1. Vendor name
2. Item description
3. Date
4. Check/invoice number
5. Total dollar amount of the item(s)
6. % allocated to the City
7. Amount requested from the City
f. Supporting Documentation must be neatly organized and bundled by approved budget line item categories (i.e. salaries, operations, etc). Each bundle must clearly identify which budget line item the documentation applies to by placing an itemized summary sheet/cover page on each bundle listing each invoice with subtotals and/or totals. g. Staffing Costs:
1. Timesheets for each staff member charging time to the funding source must be submitted for each pay period. The City of Stockton will only reimburse time/salary for job positions/personnel identified and EXHIBIT 3
46 approved within the application for funding. If at any time during the contract period there is a change in program personnel within the approved job position, Subrecipient must notify the City of Stockton of the change and request City approval to fund new personnel;
2. Allowable time charged to the grant for each CITY approved position will be limited to the number of hours allocated to the project as listed in the application.
3. Staff and her/his manager must sign timesheets;
4. Timesheets must reflect the total time worked each day and specify the number of hours being charged to the Community Development Block Grant; Subrecipient must use the timesheet tracking and any related forms provided by the City. Only Community Development Block Grant hours worked will be paid, based on the hourly rate approved at the time of application; supporting documentation of pay increases during the program year for staff covered by the grant must be submitted (e.g.
Human Resources pay rate increase documentation and/or other equivalent documentation that demonstrates a pay rate increase was processed and approved).
5. If the employee is hourly pay exempt, timesheets detailing hourly time and effort reporting must still be turned in. Otherwise, the position(s) cannot be billed as direct costs. A payroll register or paystubs must be submitted in tandem with the corresponding timesheets. .
6. The co
st of fringe benefits in the form of employer contributions or expenses for social security; employee life, health, unemployment, and worker's compensation insurance (except as indicated in CFR § 200.447); pension plan costs; and other similar benefits are allowable pursuant to CFR § 200.431, provided such benefits are granted under established written policies and do not exceed 20% of total salary costs per employee .
Such benefits, must be allocated to Federal awards and all other activities in a manner consistent with the pattern of benefits attributable to the individuals or group(s) of employees whose salaries and wages are chargeable to such Federal awards and other activities, and charged as direct or indirect costs in accordance with the non-Federal entity’s accounting practices.
7. The cost of fringe benefits in the form of regular compensation pa
id to employees during periods of authorized absences from the job, such as for annual leave, family-related leave, sick leave, holidays, court leave, military leave, administrative leave, and other similar benefits, are allowable if all of the following criteria are met:
(i) They are provided under established written leave policies; (ii) The costs are equitably allocated to all related activities, including Federal awards; and,
(iii) The accounting basis (cash or accrual) selected for costing each type of leave is consistently followed by the non-Federal entity or specified grouping of employees.
8. Bonuses are not allowable expenses.
EXHIBIT 3
47 9. Subrecipient may pay for overtime, extra-pay shifts, and multi- shift work only with prior approval from the City of Stockton.
h. City of Stockton Community Development Block Grant funds are released on a reimbursement basis, except when authorized by the City of Stockton for advanced payment. Requested reimbursement for costs must have the City’s Standard Invoicing form with source documentation that substantiates that the costs were incurred and evidence of payment made. Payment by the City is not to be construed as final in the event it or HUD disallows any reimbursement of costs.
i. Personal Identifiable Information (PII) must be removed from the invoice backup documentation before submittal, except when SUBRECIPIENT is informed by City that PII is required to determine client eligibility. If the City informs SUBRECIPIENT that specified PII is required, other client information not needed to determine client eligibility must be removed. Failure to remove Personal Identifiable Information may result in the invoice being rejected and returned for revision. PII must be removed for both organization staff and program participants.
1. When alone and/or combined with other PII, the following information can be PII and must be removed from invoicing:
i. Names
ii. Social security number
iii. Driver’s license number
iv. Patient/Client ID numbers
v. Addresses
vi. Personal telephone numbers
vii. Biometric data
viii. Date and place of birth
ix. Race or ethnicity
x. Religion
xi. Geographical indicators
xii. Financial information
EXHIBIT 3
City of Stockton
Legislation Text
File #: 26-0221, Version: 1
ADOPT A RESOLUTION AUTHORIZING AN APPLICATION FOR, AND IF AWARDED, ACCEPT
AND APPROPRIATE PROHOUSING INCENTIVE PROGRAM FUNDS
RECOMMENDATION
It is recommended that the City Council adopt a resolution to:
1. Authorize the City Manager, or designee, to submit a grant application to the California Department of Housing and Community Development for the Pro-housing Incentive Pilot Program;
2. Authorize the City Manager, or designee, to accept the grant award, enter into, execute, and deliver on behalf of the City of Stockton any and all documents including applications, agreements, amendments, and payment requests deemed necessary to secure the Pro- housing Pilot Program grant, and make all necessary appropriations in compliance with and for the purposes stated in the grant application; and
3. Authorize the City Manager, or designee, to accept and to appropriate grant revenues and expenditures; and
4. Authorize the City Manager, or designee, to take appropriate and necessary actions to carry out the purpose and intent of this resolution.
Summary
Staff recommends submitting a grant application to the California Department of Housing and Community Development (HCD) under Round 4 of the Pro-housing Incentive Pilot (PIP) Program. As a Pro-housing Designated jurisdiction, the City of Stockton is eligible to apply for PIP funding to use toward planning and implementation activities related to housing and community development.
DISCUSSION
Background
HCD developed the Pro-housing Designation Program to award jurisdictions additional points or other preferences in the scoring of competitive applications for funding under programs that support housing, transportation, infrastructure, land use, and related objectives. In 2023, the City of Stockton applied for and received the Pro-housing Designation by HCD, making the City eligible for funding from the PIP Program (Attachment A - Resolution 2023-03-07-1205-01).
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Based on the Round 4 Program guidelines, the City is eligible for a $1,000,000 base award, with the potential to receive a bonus award of up to $500,000.
Present Situation
The deadline to apply for Round 4 funding under the PIP Program is March 31, 2026.
Funds through the PIP Program must be used toward planning or implementation activities related to housing and community development, including:
· The predevelopment, development, acquisition, rehabilitation, and preservation of multifamily, residential live-work, rental housing that is affordable to extremely low-, very low-, low-, and moderate-income households, including necessary operating subsidies. · Affordable rental and ownership housing that meets the needs of a growing workforce earning up to 120 percent of area median income, or 150 percent of area median income in high-cost areas.
· Efforts to acquire and rehabilitate foreclosed or vacant homes.
Based on the demonstrated community need for predevelopment and construction funding for new affordable housing, staff are structuring the PIP Program application to allow PIP funding to augment the ongoing Affordable Housing Notice of Funding Availability (NOFA) process. If funding is awarded, this will provide the greatest level of flexibility to deploy these resources to maximize the number of affordable housing units.
FINANCIAL SUMMARY
The City Manager, or designee, will be authorized and directed to submit an application to the Department in response to the NOFA, and to apply for the PIP grant funds in a total amount of $1,500,000. There is no matching funds requirement for the PIP Program. Funding will be appropriated in the Special Grant Fund, Housing Division.
Attachment A - Resolution 2023-03-07-1205-01
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ATTACHMENT A
ATTACHMENT A
Resolution No.
STOCKTON CITY COUNCIL
RESOLUTION AUTHORIZING AN APPLICATION FOR, AND RECEIPT OF,
PROHOUSING INCENTIVE PROGRAM FUNDS
Pursuant to Health and Safety Code section 50470 et. seq, the California Department of Housing and Community Development (Department) is authorized to issue Guidelines as part of an incentive program (hereinafter referred to by the Department as the Pro-housing Incentive Program or “PIP”); and
The City Council of the City of Stockton desires to submit a PIP grant application package (Application), on the forms provided by the Department, for approval of grant funding for eligible activities toward planning and implementation activities related to housing and community development as a result of meeting eligibility criteria, including but not limited to Pro-housing Designation; and
The Department issued Guidelines and an Application on September 30, 2025, in the estimated amount of $8 million for PIP; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:
1. The City Manager, or designee, is hereby authorized and directed to submit an Application to the Department in response to the NOFA, and to apply for the PIP grant funds in a total amount of $1,500,000.
2. In connection with the PIP grant, if the Application is approved by the Department, the City Manager, or designee, of the City of Stockton is authorized and directed to enter into, execute, and deliver on behalf of the Applicant, a State of California Agreement (Standard Agreement) for the amount of $1,500,000, and any and all other documents required or deemed necessary or appropriate to evidence and secure the PIP grant, the City’s obligations related thereto, and all amendments thereto; and
3. The City shall be subject to the terms and conditions as specified in the Guidelines, and the Standard Agreement provided by the Department after approval. The Application and any and all accompanying documents are incorporated in full as part of the Standard Agree ment. Any and all activities funded, information provided, and timelines represented in the Application will be enforceable through the fully executed Standard Agreement. Pursuant to the Guidelines and in conjunction with the terms of the Standard Agreemen t, the City hereby agrees to use the funds for eligible uses and allowable expenditures in the manner presented and specifically identified in the approved Application; and
4. The City Manager, or designee, is hereby authorized to accept and to appropriate grant revenues and expenditures received from the PIP grant; and
5. 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: March 31, 2026 , by
the following vote:
AYES: NAYS: ABSENT: ABSTAIN:
CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:
KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
City of Stockton
Legislation Text
File #: 26-0288, Version: 1
APPROVE A MOTION TO AUTHORIZE A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF STOCKTON AND THE SAN JOAQUIN COUNTY SHERIFF’S OFFICE FOR
SUBSURFACE SEARCH AND RECOVERY OPERATIONS
RECOMMENDATION
It is recommended that City Council approve a motion to:
1. Approve a Memorandum of Understanding (MOU) between the City of Stockton and the San Joaquin County Sheriff’s Office (SJCSO) regarding the transfer of underwater search and recovery responsibilities (Attachment A);
2. Approve the donation of the Stockton Fire Department’s SCUBA equipment and associated trailer, as listed in Attachment B - Exhibit A of the MOU, to the San Joaquin County Sheriff’s Office; and
3. Authorize the City Manager, or designee, to execute the MOU and any related documents.
Summary
The Stockton Fire Department (SFD) has historically, although not currently, maintained limited underwater search and recovery capabilities, though not required by law. To enhance operational efficiency and ensure continuous availability of qualified dive rescue services, the City negotiated an MOU with SJCSO. Under the MOU, SJCSO will assume responsibility for all subsurface search and recovery operations within waterways under the jurisdiction of the City of Stockton. The City will transfer ownership of SCUBA equipment and a related trailer to SJCSO to support these operations.
This agreement improves public safety outcomes, eliminates the City’s ongoing equipment obligations, and formalizes a coordinated approach to waterway emergency response.
DISCUSSION
Background
For many years, SFD maintained dive equipment and performed limited underwater search and recovery when needed. However, SFD currently does not maintain a certified dive rescue team, and the cost and training requirements to do so are significant. Meanwhile, the San Joaquin County Sheriff’s Office Dive Team possesses the necessary training, personnel, equipment, and experience to provide professional underwater search, recovery, and rescue operations.
Both agencies recognize the importance of coordinated responses in waterway emergencies. To City of Stockton Printed on 3/26/2026Page 1 of 2
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improve service levels and reduce duplicative efforts, both the City and SJCSO collaborated on developing the attached MOU, which establishes clear responsibilities and facilitates equipment transfer.
Present Situation
Under the proposed MOU:
· SJCSO will assume full responsibility for all subsurface search and recovery operations within waterways under City jurisdiction, maintaining operational capability 24/7. · The City will transfer ownership of the Stockton Fire Department’s SCUBA equipment and trailer, as identified in Exhibit A.
· SJCSO will assume all costs for maintenance, repair, operation, storage, and insurance of the equipment.
· Equipment is transferred as-is, where-is, with SJCSO responsible for all inspection, testing, and certification before use.
· The parties will continue joint training initiatives for coordinated emergency response. · Either party may terminate the MOU with 12 months written notice, though transferred equipment remains SJCSO’s property.
This agreement modernizes the City’s operational posture, ensures uninterrupted underwater search and recovery services, and eliminates the City’s need to fund costly dive-team training, certification, and equipment maintenance.
FINANCIAL SUMMARY
There is no fiscal impact to the City beyond the value of the equipment being transferred to SJCSO. · The equipment is no longer needed for City operations and is considered surplus. · SJCSO will bear all future costs associated with storage, maintenance, certification, repair, and deployment of the equipment.
There are no ongoing operational, financial, or liability obligations to the City resulting from this transfer.
Attachment A - Memorandum of Understanding Between the City of Stockton and the San Joaquin County Sheriff’s Office
Attachment B - Exhibit A - Water Rescue Inventory (Equipment Transfer List) City of Stockton Printed on 3/26/2026Page 2 of 2
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MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF STOCKTON
AND
THE SAN JOAQUIN COUNTY SHERIFF’S OFFICE
Thi
s Memorandum of Understanding ("MOU") is entered into on this ___ day of _______________, 2026, by and between the City of Stockton, a municipal corporation ("CITY"), and the County of San Joaquin, acting by and through the San Joaquin County Sheriff’s Office ("SJCSO"), collectively referred to as the "Parties."
RECITALS
The City of Stockton and the County of San Joaquin recognize the importance of coordinated emergency response efforts to enhance public safety and operational efficiency; and The Stockton Fire Department , while not required by law, has historically maintained dive equipment and underwater response capabilities but seeks to transfer its equipment and response capabilities to the San Joaquin County Sheriff’s Office to optimize the provision of waterway search and recovery operations; and
SJCSO has the necessary training and expertise to provide subsurface search and recovery operations in the waterways within the City of Stockton; and Mutual aid between the Parties in emergency response, and specialized rescue operations enhances the safety and effectiveness of public safety personnel and the communities they serve; and NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
1. PURPOSE
This Memorandum of Understanding (MOU) establishes that SJCSO shall assume full responsibility for all subsurface search and recovery operations within waterways under the jurisdiction of the CITY. The Stockton Fire Department (SFD) will no longer have the capabilities to perform subsurface search and recovery operations within waterways under the jurisdiction of the CITY. CITY agrees to donate SFD’s surplus SCUBA gear to the SJCSO to support its dive operations.
2. TERMS OF AGREEMENT
2.1 Transfer of Dive Equipment and Trailer
2.1.1 CITY shall transfer ownership of all dive -related equipment listed in Exhibit A (Water Rescue Inventory) and associated trailer to SJCSO.
ATTACHMENT A
2 | Page
2.1.2 The transfer shall be completed within thirty (30) days of the execution of this MOU.
2.1.3 SJCSO shall assume all responsibility for the ownership, operation, maintenance, repair, storage, insurance, and any and all associated costs related to the transferred equipment. SJCSO acknowledges that CITY shall have no ongoing financial or operational obligation concerning the equipment following its transfer.
2.1.4 SJCSO shall ensure the proper maintenance and care of the equipment at its sole cost and expense, including, but not limited to, performing all necessary repairs, replacements, testing, and certifications required for continued use.
2.1.5 CITY makes no representation, warranty, or guarantee, express or implied, as to the working order, functionality, suitability, or fitness for any particular purpose of the equipment transferred under this MOU. The equipment is conveyed in its "AS IS, WHERE IS" condition, without warranty of any kind.
2.1.6 SJCSO acknowledges that it is solely responsible for inspecting, testing, certifying, or otherwise verifying the usability, safety, and operational readiness of all transferred equipment prior to deployment.
2.1.7 CITY makes no representations regarding the remaining useful life of any transferred equipment. SJCSO accepts all risks associated with the condition and continued viability of the equipment.
2.1.8 SJCSO shall arrange for the pickup, transport, and any associated logistics required for the removal of the transferred equipment at its sole cost and expense. The City shall have no obligation to deliver or transport any equipment.
2.2 Waterway Search, Dive, and Recovery Operations
2.2.1 SJCSO shall assume responsibility for all subsurface search and recovery operations in waterways within the jurisdictional boundaries of the CITY.
2.2.2 SJCSO shall maintain appropriately qualified dive rescue personnel and equipment to be able to provide subsurface search and recovery operations twenty- four (24) hours a day, (365) days a year in waterways within the jurisdictional boundaries of t h e C I T Y.
2.2.3 SJCSO shall coordinate with CITY Incident Command to ensure effective emergency response.
2.2.4 CITY may elect to resume dive operations at some point in time. City’s resumption of underwater operations does not modify this MOU or relieve SJCSO of its responsibilities per this MOU. Such City operations will be in addition to the services provided by SJCSO.
ATTACHMENT A
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2.3 Joint Training Initiatives
2.3.1 The Parties shall continue to conduct joint training exercises in all disciplines requiring coordinated response, including:
• Waterway emergencies, including search and rescue operations • Maritime fire suppression and emergency medical response
2.3.2 Training schedules shall be developed collaboratively and executed at a frequency mutually agreed upon by the Parties.
3. LIMITED INDEMNIFICATION BY SJCSO
3.1 SJCSO shall indemnify, defend, protect, hold harmless, and release CITY , its officers, agents, and employees, from and against any and all claims, loss proceedings, damages, causes of action, liability costs, or expense (including attorneys’ fees and witness costs) arising from or in connection with, or caused by any act, omission, or negligence of SJCSO its agents, employees, contractors, subcontractors, or invitees, related to the actions and obligations described in this MOU. This indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages or compensation payable to or for the indemnifying party under workers’ compensation acts, disability benefit acts, or other employee benefit acts.
3.2 SJCSO’s indemnification does not include claims, loss proceedings, damages, causes of action, liability costs, or expense (including attorneys’ fees and witness costs) arising from or in connection with, or caused by any act, omission, or negligence of CITY and its agents,
employees, contractors, subcontractors, or invitees, related to the actions and obligations described in this MOU.
3.3 This indemnity provision shall survive the MOU.
4. TERM & TERMINATION
4.1 This MOU shall commence upon execution by both Parties and shall remain in effect unless terminated by mutual written agreement.
4.2 Either Party may terminate this MOU with twelve (12) months written notice to the other Party.
4.3 Upon termination, all equipment transferred under this MOU shall remain the property of SJCSO.
4.4 If the City elects to resume dive operations at some point in time, such operations do not terminate this MOU.
5. GENERAL PROVISIONS
5.1 Amendments - Any amendments to this MOU must be made in writing and signed by both Parties.
ATTACHMENT A
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5.2 Non-Assignability - This MOU shall not be assigned by any Party without the prior written consent of the other Party.
5.3 No Personal Liability - The obligations and liabilities of each Party under this MOU shall be binding solely upon such Party and shall not create personal liability on the part of any individual employee, officer, or director of such Party.
5.4 Governing Law - California law shall govern any legal action pursuant to this MOU with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch.
5.5 Severability - If any provision of this MOU is held to be invalid, illegal, or unenforceable under any applicable law, such provision shall be severed from this MOU, and the remaining provisions shall remain in full force and effect.
5.6 Headings Not Controlling - The headings in this MOU are for convenience only and shall not affect the interpretation of any provision of this Agreement.
5.7 Counterparts - This MOU may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
5.8 Authority - Each Party represents and warrants that it has full power and authority to enter into and perform its obligations under this MOU.
5.9 No Effect on Other Agreements – this agreement does not alter or modify any rights or obligations in any other agreement express or implied between the Parties. This agreement is not meant to rely upon or influence other agreements and obligations required either by law or contract.
IN W
ITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
CITY OF STOCKTON: SAN JOAQUIN COUNTY
By:
___________________________ By: ___________________________ Johnny Ford, City Manager [Name, Title]
Da
te: __________________________ Date: __________________________ Appr
oved as to Form: Approved as to Form:
/s
Mark Velasquez 3/3/2026
_______________________________ _______________________________ Mark R. Velasquez, Deputy City Attorney [Name, Title]
ATTACHMENT A
EXHIBIT A- WATER RESCUE INVENTORY
• SCUBA CYLINDERS: 36
• PONY BOTTLES: 13
• DRY SUITS- SUBSURFACE: M-1, MT-1, L-2, LK-3, LT-7, XL-4, XLK-4, 3XL-2 • HOLLIS DIVE FINS: 2 XXL, 5 XL
• DIVE BOOTIES: SIZE 9-2, SIZE 10-5, SIZE 11-7, SIZE 12-9, SIZE 13-2, SIZE 14-1 • BCDS: APEKS-10, SCUBAPRO PILOT-7, SCUBAPRO CLASSIC-1, AQUALUNG-22, HOLLIS-7
• COMM ROPES: YELLOW-5, BLUE-2
• MK7 COMMS: 3 WORKING/2 OUT OF SERVICE
• WIRELESS COMM UNITS: 4
• AGA SPARE PARTS TOTE: 1 (MISCELLANEOUS PARTS AND SERVICE KITS FOR FULL FACE MASKS)
• RECREATIONAL REGULATORS: 10
• AGA MASKS: 27(5 OUT OF SERVICE)
• RS4 SURFACE SUPPLIED COMPLETE SET UPS: 6
• RS4 REGULATORS: 2 NEW
• INTERSPIRO SSA LINES: 4
• INTERSPIRO SSA AIR BOX: 2
• WEIGHT VESTS AND WEIGHT BELTS: 30
• AGA SPARE COMM BOX PARTS: 1
• SPARE SCUBA AND BCD PARTS: 4 TOTES
• SCUBA REGULATORS, OLD STYLE: 6
• OLD AIR BOX: 1
• YELLOW AND BLACK AIR LINES: 1 EACH
• RSV BOX: 1
• RED AIR/COMM LINE: 1
• VIP TOOL BOX: 1
• 3-3 DRYSUITS: 2
• OLD VIKING DRYSUITS: 11
• VIP BOX: 1
• WATER RESCUE TRAILER: 1
• WATER RESCUE TRAILER: 1
VALUE OF ALL EQUIPMENT LISTED: APPROXIMATELY $171,070.00 VALUE OF WATER RESCUE TRAILER: APPROXIMATELY $12,000.00 GRAND TOTAL OF: APPROXIMATELY $183,070.00
ATTACHMENT B
_____________________
City of Stockton
Legislation Text
File #: 26-0215, Version: 1
APPROVE A MOTION TO ENTER INTO A COOPERATIVE AGREEMENT TO PURCHASE SHARP
MULTI-FUNCTIONAL COPIER EQUIPMENT, RELATED SUPPLIES, AND MAINTENANCE
SERVICES
RECOMMENDATION
It is recommended that the City Council approve a motion to:
1. Approve entering into a cooperative agreement (Attachment A) utilizing the Sourcewell Contract Number 112124 to acquire multi-functional copier equipment, related supplies, and maintenance services with Sharp Electronics Corporation and its authorized dealer for Stockton, CA, Smile Business Products for three years through January 10, 2029, with three (3) additional one-year extension through January 10, 2032, for a total estimated amount of $2,066,058.42.
2. Approve findings which support and justify an exception to the competitive bid process; and
3. Authorize the City Manager, or designee, to take necessary and appropriate actions to carry out the purpose and intent of this motion.
Summary
The proposed cooperative agreement with Sharp Electronics Corporation and its authorized dealer, Smile Business Products, Inc., is for the maintenance and repair services, supplies, and anticipated purchase of 87 replacement copiers over the next five years. The new copiers will replace aged equipment, where needed.
Utilizing this Sourcewell cooperative agreement will allow the City to continue to support operational activities at competitive prices for scanning and copying of printed material. The proposed contract term is through January 10, 2029, with the option to extend, if renewed by Sourcewell, through January 10, 2032, for a total estimated amount of $2,066,058.42.
DISCUSSION
Background
City-owned multi-functional copiers and printers are coordinated citywide and managed by the Information Technology (IT) Department. The IT Department manages the purchase of equipment and annual maintenance services. Each department is responsible for the effective use of the copiers, monitoring usage, and ordering ancillary supplies.
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File #: 26-0215, Version: 1
In 2016, a review of the City’s installed fleet of copiers, facsimiles, and multi-function printers was completed by staff. The team reviewed several master agreements to determine the best value for continued print services. City staff reviewed various cooperative agencies for digital copiers and multi-function devices, along with related supplies and maintenance services. Below are factors considered for the selection of a provider for this type of equipment:
· Equipment quality and reliability
· Price for equipment configured to meet department needs · Local dealer availability and support capabilities
· Master agreement longevity
Staff reviewed multiple manufacturers: Canon, Konica-Minolta, Ricoh, Sharp Electronics, and Xerox Corporation. Sharp Electronics ranked as best qualified to meet the City’s multi-functional copier requirements based on the following factors, which established the current City standard for copier equipment used throughout the City:
· Equipment quality
· Equipment speed (copies per minute and first-copy speeds) · Local service availability
· Low cost-per-copy in both Black & White and Color modes · Continued service support from the dealership, which supports much of City’s current fleet Staff and Sharp Electronics’ authorized vendor partner, Smile Business Products, utilized the Sourcewell cooperative agreement for competitive pricing. The selection criteria for the equipment remain valid, and the Sourcewell cooperative agreement provides the City with discounted pricing for equipment and maintenance services.
Present Situation
The City owns a fleet of 87 Sharp Electronics multifunction copiers, with a five-year life cycle for each. As our fleet ages, the IT Department purchases replacement machines. Currently, we utilize Sourcewell Contract Number 030321-SEC, which expires on April 19, 2026, and is being replaced by Sourcewell Master Agreement Number 112124 for purchases, maintenance, and supplies (Table 1).
The Sourcewell cooperative agreement with Sharp Electronics Corporation and its authorized Stockton, CA, dealer, Smile Business Products, will continue to provide the City with competitive pricing for multifunction copier equipment, related supplies, and maintenance services, totaling an estimated $2,066,058.42 (Table 2). Discounts under the Sourcewell agreement range from 48% to 70% off the Manufacturer Suggested Retail Price (MSRP) for multifunction copiers, and from 10% to 31% off the monthly full-service maintenance per-copy fee. Maintenance costs have decreased with the replacement of older machines.
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File #: 26-0215, Version: 1
Table 1 - Prior-Year Expenditures for Smile Business Products Table 2 - Estimated Future Costs
* See Attachment A - Purchase Agreement with Sharp Electronics and Smile Business Products ** Additional estimated costs for supplies not included in the annual maintenance pricing (e.g. toner waste boxes)
*** Replacement costs budgeted at $11,600 per unit
Staff recommends entering into a cooperative agreement (Attachment A) to utilize the Sourcewell Master Agreement #112124 and award a contract with Sharp Electronics Corporation and its authorized dealer for Stockton, CA, Smile Business Products for three years with the option to extend, if renewed by Sourcewell, through January 10, 2032, for a total estimated amount of $2,066,058.42.
Findings
Stockton Municipal Code Section 3.68.070(A)(5) provides an exception to the competitive bidding process where the City accesses the terms of a competitively bid and negotiated cooperative purchasing agreement and where the City Council has approved findings that support and justify the exception. The findings are as follows:
1. The process that was used to establish the Sourcewell cooperative agreement was awarded through a competitive process.
2. Participation in the Sourcewell agreement with Sharp Electronics and its authorized dealer, Smile Business Products, will provide the City with significant cost benefits on prices.
3. The use of an existing cooperative agreement will reduce the administrative burden and time required to conduct a separate competitive procurement.
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File #: 26-0215, Version: 1
FINANCIAL SUMMARY
The cooperative agreement with Sharp Electronics Corporation and its authorized dealer, Smile Business Products, Inc., is for the acquisition of multi-functional copier equipment, related supplies, and maintenance services. Total expenditures are estimated at $2,066,058.42 for services beginning April 20, 2026, through January 10, 2032, which includes an additional three (3) one-year optional extension. Budget for the Fiscal Year 2025-26 cost is appropriated in the 510 Technology Fund, Project accounts, and Department accounts. Future annual estimated costs will be included in the annual budget appropriation process.
Attachment A - Purchase Agreement with Sharp Electronics and Smile Business Products City of Stockton Printed on 3/26/2026Page 4 of 4
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1 (Rev. ..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
Sourcewell
Sharp Electronics Corporation
Start Date: January 11, 2025
End Date: January 10, 2029
Three (3) additional one-year extensions beyond the original four-year term
N/A
Start Date: Final Signature
End Date: January 10, 2029
Not to Exceed $2,066,058.42 for the term of the
Agreement.
112124-SEC
Three (3) additional one-year extensions beyond the original four-year term
2 (Rev. ..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 amende d from time to time. The COOP and associated documents referenced in the agreement are incorporated herein as Exhibit A to this City Cooperative/Piggyba ck 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 January 10, 2029 unless terminated earlier by the
City.
Any person signing this Agreement on behalf of City orContractor does warrants that he
or she has full authority to do so.
ATTACHMENT A
112124-SEC
If the Cooperative/Piggyback Agency extends the COOP with Contractor by a written amendment, the City has the option to extend the term of this Agreement by written amendment not to go beyond the term stated in the COOP fully executed amendment.
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 wor k 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 s urvive the completion or termination of this Agreement.
3. Compensation: City and Contractor do hereby enter into this Agreement for copiers, printers, and multi-function devices with related supplies, accessories, and services available inthe above-named COOP and associated documents incorporated herein as Exhibit A andreferenced in the attached quote Exhibit C. In no way, shall payment to the Contractor during the term of this Agreement exceed $2,066,058.42
for the purchase of copiers, printers, and multi-function devices with related supplies
, accessories, and services.
3 4. Governing Law. C alifornia 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.
5. Applicable Law. 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.
6. Special Funding. If Special Funding is applicable, Exhibit D – Special Funding Terms & Conditions are incorporated herein.
This Agreement may be amended only by a written amendment, consistent with the COOP, signed by Contractor and City.
CITY OF STOCKTON CONTRACTOR NAME.
By: __________________________
Signature
____________________________
Print name
Title: ________________________
[If Contractor is a corporation, signatures must
comply with Corporations Code §313]
By: __________________________
Signature
-RKQQ\)RUG, City Manager
Date:____________________
ATTEST:
____________________________
Katherine Roland, CMC, CPMC, City Clerk
APPROVED AS TO FORM:
___________________________
7DU\Q-RQHV$FWLQJ City Attorney
__________________________
Print name
(Rev. ..2025)
Title: _______________________
ATTACHMENT A
4 (Rev. ..2025)
EXHIBIT A
&RRSHUDWLYH&RQWUDFW
ATTACHMENT A
112124-SEC
v052824 1
MASTER AGREEMENT #112124
CATEGORY: ŽƉŝĞƌƐ͕WƌŝŶƚĞƌƐ͕ĂŶĚDƵůƟ-&ƵŶĐƟŽŶĞǀŝĐĞƐǁŝƚŚZĞůĂƚĞĚ^ƵƉƉůŝĞƐ͕ ĐĐĞƐƐŽƌŝĞƐ͕ĂŶĚ^ĞƌǀŝĐĞƐ
SUPPLIER: ^ŚĂƌƉ
ůĞĐƚƌŽŶŝĐƐŽƌƉŽƌĂƟŽŶ
This Master Agreement (Agreement) is between Sourcewell, ĂDŝŶŶĞƐŽƚĂƐĞƌǀŝĐĞĐŽŽƉĞƌĂƟǀĞlocated at 202 12th Street Northeast, P .O. Box 219, Staples, MN 56479 (Sourcewell) and Sharp Electronics ŽƌƉŽƌĂƟŽŶ͕ϭϬϬWĂƌĂŐŽŶƌŝǀĞ͕DŽŶƚǀĂůĞ͕E:Ϭϳϲϰϱ (Supplier).
Sourcewell is a ůŽĐĂůŐŽǀĞƌŶŵĞŶƚĂŶĚƐĞƌǀŝĐĞĐŽŽƉĞƌĂƟǀĞĐƌĞĂƚĞĚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨ DŝŶŶĞƐŽƚĂ;DŝŶŶĞƐŽƚĂ^ƚĂƚƵƚĞƐ^ĞĐƟŽŶϭϮϯ͘ϮϭͿŽīĞƌŝŶŐ a CŽŽƉĞƌĂƟǀĞPurchasing Program to eligible ƉĂƌƟĐŝƉĂƟŶŐŐŽǀĞƌŶŵĞŶƚĞŶƟƟĞƐ.
Under this Master Agreement entered with Sourcewell, Supplier will provide /ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐ to WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐƚŚƌŽƵŐŚ^ŽƵƌĐĞǁĞůů͛ƐCŽŽƉĞƌĂƟǀĞPurchasing Program.
ƌƟĐůĞϭ͗
General Terms
dŚĞ'ĞŶĞƌĂůd ĞƌŵƐŝŶƚŚŝƐƌƟĐůĞϭĐŽŶƚƌŽůƚŚĞŽƉĞƌĂƟŽŶŽĨƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůů ĂŶĚ^ƵƉƉůŝĞƌĂŶĚĂƉƉůLJƚŽĂůůƚƌĂŶƐĂĐƟŽŶƐĞŶƚĞƌĞĚďLJ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ͘^ƵďƐĞƋƵĞŶƚ
ƌƟĐůĞƐƚŽƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚĐŽŶƚƌŽůƚŚĞƌŝŐŚƚƐ ĂŶĚŽďůŝŐĂƟŽŶƐĚŝƌĞĐƚůLJďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůůĂŶĚ ^ƵƉƉůŝĞƌ;ƌƟĐůĞϮͿ͕ĂŶĚďĞƚǁĞĞŶ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJ;ƌƟĐůĞϯͿ͕ƌĞƐƉĞĐƟǀĞůLJ͘dŚĞƐĞƌƟĐůĞϭ
'ĞŶĞƌĂůd ĞƌŵƐĐŽŶƚƌŽůŽǀĞƌĂŶLJĐŽŶŇŝĐƟŶŐƚĞƌŵƐ͘tŚĞƌĞƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚŝƐƐŝůĞŶƚŽŶĂŶLJƐubject, WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJĂŶĚ^ƵƉƉůŝĞƌƌĞƚĂŝŶƚŚĞĂďŝůŝƚLJƚŽŶĞŐŽƟĂƚĞŵƵƚƵĂůůLJĂĐĐĞƉƚĂďůĞƚĞƌŵƐ.
1) Purpose. Pursuant to Minnesota law, tŚĞ^ŽƵƌĐĞǁĞůůŽĂƌĚŽĨŝƌĞĐƚŽƌƐŚĂƐĂƵƚŚŽƌŝnjĞĚ ĂŽŽƉĞƌĂƟǀĞ Purchasing Program designed to provide PĂƌƟĐŝƉĂƟŶŐEŶƟƟĞƐǁŝƚŚĂĐĐĞƐƐƚŽĐŽŵƉĞƟƟǀĞůLJĂǁĂƌĚĞĚ ĐŽŽƉĞƌĂƟǀĞƉƵƌĐŚĂƐŝŶŐagreements͘dŽĨĂĐŝůŝƚĂƚĞƚŚĞWƌŽŐƌĂŵ͕^ŽƵƌĐĞǁĞůůhas awarded Supplier this ĐŽŽƉĞƌĂƟǀĞƉƵƌĐŚĂƐŝŶŐDĂƐƚĞƌŐƌĞĞŵĞŶƚĨŽůůŽǁŝŶŐĂĐŽŵƉĞƟƟǀĞƉƌŽĐƵƌĞŵĞŶƚƉƌŽĐĞƐƐŝŶƚĞŶĚĞĚƚŽ ŵĞĞƚĐŽŵƉůŝĂŶĐĞƐƚĂŶĚĂƌĚƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚDŝŶŶĞƐŽƚĂůĂǁĂŶĚƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐĐŽŶƚĂŝŶĞĚ herein.
2) Intent. dŚĞŝŶƚĞŶƚŽĨƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚŝƐƚŽĚĞĮŶĞƚŚĞƌŽůĞƐŽĨ^ŽƵƌĐĞǁĞůů͕^ƵƉƉůŝĞƌ͕ĂŶĚ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJĂƐŝƚƌĞůĂƚĞƐƚŽ^ŽƵƌĐĞǁĞůů͛ƐŽŽƉĞƌĂƟǀĞWƵƌĐŚĂƐŝŶŐWƌŽŐƌĂŵ͘
ϯͿ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJĐĐĞƐƐ͘ ^ŽƵƌĐĞǁĞůů͛ƐCŽŽƉĞƌĂƟǀĞPurchasing Program Master Agreements are ĂǀĂŝůĂďůĞƚŽĞůŝŐŝďůĞƉƵďůŝĐĂŐĞŶĐŝĞƐ;WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐͿ. WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͛ƐĂƵƚŚŽƌŝƚLJƚŽĂĐĐĞƐƐ
^ŽƵƌĐĞǁĞůů͛ƐCŽŽƉĞƌĂƟǀĞPurchasing Pƌ
ŽŐƌĂŵŝƐĚĞƚĞƌŵŝŶĞĚƚŚƌŽƵŐŚƚŚĞůĂǁƐŽĨŝƚƐƌĞƐƉĞĐƟǀĞ
ũƵƌŝƐĚŝĐƟŽŶ͘
4) Supplier Access. dŚĞ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐŽīĞƌĞĚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŵĂLJďĞŵĂĚĞĂǀĂŝůĂďůĞƚŽĂŶLJ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͘^ƵƉƉůŝĞƌƵŶĚĞƌƐƚĂŶĚƐƚŚĂƚĂWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͛ƐƵƐĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚŝƐĂƚƚŚĞ
WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͛ƐƐŽůĞĐŽŶǀĞŶŝĞŶĐĞ͘^ƵƉƉůŝĞƌǁŝůůĞĚƵĐĂƚĞŝƚƐƐĂůĞƐĂŶĚƐĞƌǀŝĐĞĨŽƌĐĞƐĂďŽƵƚ
ATTACHMENT A
112124-SEC
v052824 2
^ŽƵƌĐĞǁĞůůĞůŝŐŝďŝůŝƚLJƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚƌĞƋƵŝƌĞĚĚŽĐƵŵĞŶƚĂƟŽŶ͘^ƵƉƉůŝĞƌǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌ ĞŶƐƵƌŝŶŐƐĂůĞƐĂƌĞǁŝƚŚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ.
5) Term. dŚŝƐŐƌĞĞŵĞŶƚŝƐĞīĞĐƟǀĞƵƉŽŶƚŚĞĚĂƚĞŽĨƚŚĞĮŶĂůƐŝŐŶĂƚƵƌĞďĞůŽǁ͘dŚĞƚĞƌŵŽĨƚŚŝƐ ŐƌĞĞŵĞŶƚŝƐĨŽƵƌ;ϰͿLJĞĂƌƐĨƌŽŵƚŚĞĞīĞĐƟǀĞĚĂƚĞ͘dŚĞŐƌĞĞŵĞŶƚĞdžƉŝƌĞƐĂƚϭϭ͗ϱϵW ͘D͘ĞŶƚƌĂů Time on :ĂŶƵĂƌLJϭϬ, 2029, ƵŶůĞƐƐŝƚŝƐĐĂŶĐĞůůĞĚŽƌĞdžƚĞŶĚĞĚĂƐĚĞĮŶĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚ͘
a) Extensions. Sourcewell and Supplier may agree to up to three ;ϯͿ ĂĚĚŝƟŽŶĂůŽŶĞ-year extensions ďĞLJŽŶĚƚŚĞŽƌŝŐŝŶĂůĨŽƵƌ-LJĞĂƌƚĞƌŵ͘dŚĞƚŽƚĂůƉŽƐƐŝďůĞůĞŶŐƚŚŽĨƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞƐĞǀĞŶ(7) LJĞĂƌƐĨƌŽŵƚŚĞĞīĞĐƟǀĞĚĂƚĞ͘
b)
džĐĞƉƟŽŶĂůŝƌĐƵŵƐƚĂŶĐĞƐ͘ ^ŽƵƌĐĞǁĞůůƌĞƚĂŝŶƐƚŚĞƌŝŐŚƚƚŽĐŽŶƐŝĚĞƌĂĚĚŝƟŽŶĂůĞdžƚĞŶƐŝŽŶƐĂƐ ƌĞƋƵŝƌĞĚƵŶĚĞƌĞdžĐĞƉƟŽŶĂůĐŝƌĐƵŵƐƚĂŶĐĞƐ͘
6) ^ƵƌǀŝǀĂůŽĨdĞƌŵƐ͘ EŽƚǁŝƚŚƐƚĂŶĚŝŶŐƚŚĞƚĞƌŵŝŶĂƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕ƚŚĞŽďůŝŐĂƟŽŶƐŽĨƚŚŝƐ ŐƌĞĞŵĞŶƚǁŝůůĐŽŶƟŶƵĞƚŚƌŽƵŐŚƚŚĞƉĞƌĨŽƌŵĂŶĐĞƉĞƌŝŽĚŽĨĂŶLJƚƌĂŶƐĂĐƟŽŶĞŶƚĞƌĞĚbetween ^ƵƉƉůŝĞƌĂŶĚĂŶLJWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJďĞĨŽƌĞƚŚĞƚĞƌŵŝŶĂƟŽŶĚĂƚĞ͘
7) Scope. ^ƵƉƉůŝĞƌŝƐĂǁĂƌĚĞĚĂDĂƐƚĞƌŐƌĞĞŵĞŶƚƚŽƉƌŽǀŝĚĞƚŚĞƐŽůƵƟŽŶƐŝĚĞŶƟĮĞĚŝŶ;^ŽůŝĐŝƚĂƟŽŶ #112124) ƚŽWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ͘/Ŷ-^ĐŽƉĞƐŽůƵƟŽŶƐŝŶĐůƵĚĞ͗
a) ŽƉŝĞƌƐ͕ƉƌŝŶƚĞƌƐ͕ƐĐĂŶŶĞƌƐ͕ĂŶĚŵƵůƟ-ĨƵŶĐƟŽŶĚĞǀŝĐĞƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨƉƌŝŶƚ͕ƐƉĞĐŝĂůƚLJƉƌŝŶƚ͕ ĚƵƉůŝĐĂƟŽŶ͕ƌĞƉƌŽĚƵĐƟŽŶ͕ŽƌŝŵĂŐŝŶŐŽĨĚŽĐƵŵĞŶƚƐŽƌŵĂƚĞƌŝĂůĂĐƌŽƐƐĂďƌŽĂĚƌĂŶŐĞŽĨŽƵƚƉƵƚ ĨŽƌŵĂƚƐ͕ƋƵĂůŝƟĞƐ͕ĂŶĚƐŝnjĞƐ͕ŝŶĂǀĂƌŝĞƚLJŽĨĚĞǀŝĐĞĐĂƉĂďŝůŝƟes, such as mobile, desktop, and ƉƌŽĚƵĐƟŽŶƵŶŝƚƐ͕ĂŶĚďůĂĐŬĂŶĚǁŚŝƚĞŽƌĐŽůŽƌĨŽƌŵĂƚ͖
b) WƌŽƉŽƐĞƌƐŵĂLJŽīĞƌŚĂƌĚǁĂƌĞ͕ƐŽŌǁĂƌĞ͕ĂŶĚĂĐĐĞƐƐŽƌŝĞƐ, to the extent that they are complementary and directly related to the ƐŽůƵƟŽŶƐ ĚĞƐĐƌŝďĞĚŝŶϳͿĂĂďŽǀĞ͖
c) ^ĞƌǀŝĐĞƐƌĞůĂƚĞĚƚŽƚŚĞƐŽůƵƟŽŶƐĚĞƐĐƌŝďĞd in 7)a – b) above, including managed print services ;DW^Ϳ͕ĂĐĐĞƐƐŽƌƐĞĐƵƌŝƚLJĐŽŶƚƌŽůƐ͕ŶĞƚǁŽƌŬŝŶŐ͕ŝŶƐƚĂůůĂƟŽŶ͕ŵŽŶŝƚŽƌŝŶŐŽƌƚĞƐƟŶŐ͕ŵĂŝŶƚĞŶĂŶĐĞ ŽƌƌĞƉĂŝƌ͕ĂŶĚǁĂƌƌĂŶƚLJƉƌŽŐƌĂŵƐ͘,ŽǁĞǀĞƌ͕ƚŚŝƐƐŽůŝĐŝƚĂƟŽŶƐŚŽƵůĚEKdďĞĐŽŶƐƚƌƵĞĚƚŽŝŶĐůƵĚĞ MPS-only or service-onůLJƐŽůƵƟŽŶƐ͘
8) /ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐ͘ ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůƚŽƚŚĞĂďŽǀĞƌĞĨĞƌĞŶĐĞĚZ&Wis incorporated into this Master ŐƌĞĞŵĞŶƚ͘KŶůLJƚŚŽƐĞ^ŽůƵƟŽŶƐŝŶĐůƵĚĞĚǁŝƚŚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůĂŶĚǁŝƚŚŝŶ^ĐŽƉĞ;/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐͿĂƌĞŝŶĐůƵĚĞĚǁŝƚŚŝŶƚŚĞŐƌĞĞŵĞŶƚĂŶĚŵĂLJďĞŽīĞƌĞĚƚŽWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ.
9) /ŶĚĞĮŶŝƚĞYƵĂŶƟƚLJ͘ dŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚĚĞĮŶĞƐĂŶŝŶĚĞĮŶŝƚĞƋƵĂŶƟƚLJŽĨƐĂůĞƐƚŽĞůŝŐŝďůĞ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ.
10) WƌŝĐŝŶŐ͘ WƌŝĐŝŶŐŝŶĨŽƌŵĂƟŽŶ;ŝŶĐůƵĚŝŶŐWƌŝĐŝŶŐĂŶĚĞůŝǀĞƌLJĂŶĚWƌŝĐŝŶŐKīĞƌĞĚtĂďůĞƐͿĨŽƌĂůů/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐǁŝƚŚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůŝƐŝŶĐŽƌƉŽƌĂƚĞĚŝŶƚŽƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚ͘
11) Not to Exceed WƌŝĐŝŶŐ͘ Suppliers may not exceed the prices listed in the current Pricing List ŽŶĮůĞ with Sourcewell ǁŚĞŶŽīĞƌŝŶŐ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ͘WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐŵĂLJ
ƌĞƋƵĞƐƚĂĚũƵƐƚŵĞŶƚƐƚŽƉƌŝĐŝŶŐĚŝƌĞĐƚůLJĨƌŽŵ^ƵƉƉůŝĞƌĚƵƌŝŶŐƚŚĞŶĞŐŽƟĂƟŽŶĂŶĚĞdžĞĐƵƟŽŶŽĨĂŶLJ ƚƌĂŶƐĂĐƟŽŶ.
ATTACHMENT A
112124-SEC
v052824 3
12) Open Market. ^ƵƉƉůŝĞƌ͛ƐŽƉĞŶŵĂƌŬĞƚƉƌŝĐŝŶŐprocess is included within its Proposal.
ϭϯͿ ^ƵƉƉůŝĞƌZĞƉƌĞƐĞŶƚĂƟŽŶƐ͗
i) Compliance. Supplier represents and warrants it will provide all Included ^ŽůƵƟŽŶƐ ƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŝŶĨƵůůĐŽŵƉůŝĂŶĐĞǁŝƚŚĂƉƉůŝĐĂďůĞĨĞĚĞƌĂů͕ƐƚĂƚĞ͕ĂŶĚůŽĐĂůůĂǁƐĂŶĚ ƌĞŐƵůĂƟŽŶƐ͘
ii) Licenses. ƐĂƉƉůŝĐĂďůĞ͕^ƵƉƉůŝĞƌǁŝůůŵĂŝŶƚĂŝŶĂǀĂůŝĚƐƚĂƚƵƐŽŶĂůůƌĞƋƵŝƌĞĚĨĞĚĞƌĂů͕ƐƚĂƚĞ͕ ĂŶĚůŽĐĂůůŝĐĞŶƐĞƐ͕ďŽŶĚƐ͕ĂŶĚƉĞƌŵŝƚƐƌĞƋƵŝƌĞĚĨŽƌƚŚĞŽƉĞƌĂƟŽŶŽĨ^ƵƉƉůŝĞƌ͛ƐďƵƐŝŶĞƐƐǁŝƚŚ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ͘WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐŵĂLJƌĞƋƵĞƐƚĂůůƌĞůĞǀĂŶƚĚŽĐƵŵĞŶƚĂƟŽŶĚŝƌĞĐƚůLJĨƌŽŵ Supplier.
iii) Supplier Warrants. Supplier warrants that all Included ^ŽůƵƟŽŶƐĨƵƌŶŝƐŚĞĚƵŶĚĞƌƚŚŝƐ ŐƌĞĞŵĞŶƚĂƌĞĨƌĞĞĨƌŽŵůŝĞŶƐĂŶĚĞŶĐƵŵďƌĂŶĐĞƐ͕ĂŶĚĂƌĞĨƌĞĞĨƌŽŵĚĞĨĞĐƚƐŝŶĚĞƐŝŐŶ͕ŵĂƚĞƌŝĂůƐ͕ ĂŶĚǁŽƌŬŵĂŶƐŚŝƉ͘/ŶĂĚĚŝƟŽŶ͕^ƵƉƉůŝĞƌǁĂƌƌĂŶƚƐƚŚĞ^ŽůƵƟŽŶƐĂƌĞƐƵŝƚĂďůĞĨŽƌĂŶĚǁŝůůƉĞƌĨŽƌŵ in accordance with the ordinary uƐĞĨŽƌǁŚŝĐŚƚŚĞLJĂƌĞŝŶƚĞŶĚĞĚ͘
14) ĂŶŬƌƵƉƚĐLJEŽƟĐĞƐ͘ ^ƵƉƉůŝĞƌĐĞƌƟĮĞƐĂŶĚǁĂƌƌĂŶƚƐŝƚŝƐŶŽƚĐƵƌƌĞŶƚůLJŝŶĂďĂŶŬƌƵƉƚĐLJƉƌŽĐĞĞĚŝŶŐ͘ Supplier has disclosed all current and completed bankruptcy proceedings within the past seven years ǁŝƚŚŝŶŝƚƐWƌŽƉŽƐĂů͘^ƵƉƉůŝĞƌŵƵƐƚƉƌŽǀŝĚĞŶŽƟĐĞŝŶǁƌŝƟŶŐƚŽ^ŽƵƌĐĞǁĞůůŝĨŝƚĞŶƚĞƌƐĂďĂŶŬƌƵƉƚĐLJ ƉƌŽĐĞĞĚŝŶŐĂƚĂŶLJƟŵĞĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘
15) ĞďĂƌŵĞŶƚĂŶĚ^ƵƐƉĞŶƐŝŽŶ͘ ^ƵƉƉůŝĞƌĐĞƌƟĮĞƐĂŶĚǁĂƌƌĂŶƚƐƚŚĂƚŶĞŝƚŚĞƌŝƚŶŽƌŝƚƐƉƌŝŶĐŝƉĂůƐĂƌĞ ƉƌĞƐĞŶƚůLJĚĞďĂƌƌĞĚ͕ƐƵƐƉĞŶĚĞĚ͕ƉƌŽƉŽƐĞĚĨŽƌĚĞďĂƌŵĞŶƚ͕ĚĞĐůĂƌĞĚŝŶĞůŝŐŝďůĞ͕ŽƌǀŽůƵŶƚĂƌŝůLJĞdžĐůƵĚĞĚ ĨƌŽŵƉƌŽŐƌĂŵƐŽƉĞƌĂƚĞĚďLJƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ͕ƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůŐŽǀĞƌŶŵĞnt, or any WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͘^ƵƉƉůŝĞƌĐĞƌƟĮĞƐĂŶĚǁĂƌƌĂŶƚƐƚŚĂƚŶĞŝƚŚĞƌŝƚŶŽƌŝƚƐƉƌŝŶĐŝƉĂůƐŚĂǀĞďĞĞŶ ĐŽŶǀŝĐƚĞĚŽĨĂĐƌŝŵŝŶĂůŽīĞŶƐĞƌĞůĂƚĞĚƚŽƚŚĞƐƵďũĞĐƚŵĂƩĞƌŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌĨƵƌƚŚĞƌ warrants that it will pƌŽǀŝĚĞŝŵŵĞĚŝĂƚĞǁƌŝƩĞŶŶŽƟĐĞƚŽ^ŽƵƌĐĞǁĞůůŝĨƚŚŝƐĐĞƌƟĮĐĂƟŽŶĐŚĂŶŐĞƐĂƚ ĂŶLJƟŵĞĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘
16) WƌŽǀŝƐŝŽŶƐĨŽƌŶŽŶ-hŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůĞŶƟƚLJƉƌŽĐƵƌĞŵĞŶƚƐƵŶĚĞƌhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůĂǁĂƌĚƐ ŽƌŽƚŚĞƌĂǁĂƌĚƐ;ƉƉĞŶĚŝdžII to 2 C.F.R § 200). WĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐƚŚĂƚƵƐĞhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂů
ŐƌĂŶƚŽƌŽƚŚĞƌĨĞĚĞƌĂůĨƵŶĚŝŶŐƚŽƉƵƌĐŚĂƐĞƐŽůƵƟŽŶƐĨƌŽŵƚŚŝƐŐƌĞĞŵĞŶƚŵĂLJďĞƐƵďũĞĐƚƚŽ ĂĚĚŝƟŽŶĂůƌĞƋƵŝƌĞŵĞŶƚƐŝŶĐůƵĚŝŶŐƚŚĞƉƌŽĐƵƌĞŵĞŶƚƐƚĂŶĚĂƌĚƐŽĨƚŚĞhŶŝĨŽƌŵĚŵŝŶŝƐƚƌĂƟǀĞ ZĞƋƵŝƌĞŵĞŶƚƐ͕ŽƐƚWƌŝŶĐŝƉůĞƐĂŶĚƵĚŝƚZĞƋƵŝƌĞŵĞŶƚƐĨŽƌ&ĞĚĞƌĂůǁĂƌĚƐ͕Ϯ͘&͘Z͘ΑϮϬϬ͘ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐŵĂLJŚĂǀĞĂĚĚŝƟŽŶĂůƌĞƋƵŝƌĞŵĞŶƚƐďĂƐĞĚŽŶƐƉĞĐŝĮĐĨƵŶĚŝŶŐƐŽƵƌĐĞƚĞƌŵƐŽƌ ĐŽŶĚŝƟŽŶƐ͘tŝƚŚŝŶƚŚŝƐ^ĞĐƟŽŶ͕ĂůůƌĞĨĞƌĞŶĐĞƐƚŽ͞ĨĞĚĞƌĂů͟ƐŚŽƵůĚďĞŝŶƚĞƌƉƌĞƚĞĚƚŽŵĞĂŶƚŚĞhŶŝƚĞĚ ^ƚĂƚĞƐĨĞĚĞƌĂůŐŽǀĞƌŶŵĞŶƚ͘dŚĞĨŽůůŽǁŝŶŐůŝƐƚĂƉƉůŝĞƐǁŚĞŶĂWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJĂĐĐĞƐƐĞƐ^ƵƉƉůŝĞƌ͛Ɛ
Included ^ŽůƵƟŽŶƐǁŝƚŚhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůĨƵŶĚƐ͘
i)
Yh>
DW>KzD
EdKWWKZdhE/dz ͘
džĐĞƉƚĂƐŽƚŚĞƌǁŝƐĞƉƌŽǀŝĚĞĚƵŶĚĞƌϰϭ͘& ͘Z͘Α
60, all agreements ƚŚĂƚŵĞĞƚƚŚĞĚĞĮŶŝƟŽŶŽĨ͞ĨĞĚĞƌĂůůLJĂƐƐŝƐƚĞĚĐŽŶƐƚƌƵĐƟŽŶĐŽŶƚƌĂĐƚ͟ŝŶϰϭ ͘&͘Z͘ΑϲϬ-ϭ͘ϯŵƵƐƚŝŶĐůƵĚĞƚŚĞĞƋƵĂůŽƉƉŽƌƚƵŶŝƚLJĐůĂƵƐĞƉƌŽǀŝĚĞĚƵŶĚĞƌϰϭ͘&͘Z͘ΑϲϬ-1.4(b), in ĂĐĐŽ
ƌĚĂŶĐĞǁŝƚŚ
džĞĐƵƟǀĞKƌĚĞƌϭϭϮϰϲ͕͞
ƋƵĂů
ŵƉůŽLJŵĞŶƚKƉƉŽƌƚƵŶŝƚLJ͟;ϯϬ&ZϭϮϯϭϵ͕ϭϮϵϯϱ͕
ϯ͘&͘Z͘Α͕ϭϵϲϰ-ϭϵϲϱŽŵƉ͕͘Ɖ͘ϯϯϵͿ͕ĂƐĂŵĞŶĚĞĚďLJ
džĞĐƵƟǀĞKƌĚĞƌϭϭϯϳϱ͕͞ŵĞŶĚŝŶŐ
džĞĐƵƟǀĞKƌĚĞƌϭϭϮϰϲZĞůĂƟŶŐƚŽ
ƋƵĂů
ŵƉůŽLJŵĞŶƚKƉƉŽƌƚƵŶŝƚLJ͕͟ ĂŶĚŝŵƉůĞŵĞŶƟŶŐ
ATTACHMENT A
112124-SEC
v052824 4
ƌĞŐƵůĂƟŽŶƐĂƚϰϭ͘&͘Z͘ΑϲϬ͕͞KĸĐĞŽĨ&ĞĚĞƌĂůŽŶƚƌĂĐƚŽŵƉůŝĂŶĐĞWƌŽŐƌĂŵƐ͕ ƋƵĂů
ŵƉůŽLJŵĞŶƚKƉƉŽƌƚƵŶŝƚLJ͕ĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌ͘͟dŚĞĞƋƵĂůŽƉƉŽƌƚƵŶŝƚLJĐůĂƵƐĞŝƐŝŶĐŽƌƉŽƌĂƚĞĚ ŚĞƌĞŝŶďLJƌĞĨĞƌĞŶĐĞ͘
ii) s/^-KEd͕^D
E
;ϰϬh͘^͘͘Αϯϭϰϭ-ϯϭϰϴͿ͘ tŚĞŶƌĞƋƵŝƌĞĚďLJĨĞĚĞƌĂů
ƉƌŽŐƌĂŵůĞŐŝƐůĂƟŽŶ͕ĂůůƉƌŝŵĞĐŽŶƐƚƌƵĐƟŽŶĐŽŶƚƌĂĐƚƐŝŶĞdžĐĞƐƐŽĨΨϮ͕ϬϬϬĂǁĂƌĚĞĚďLJŶŽŶ-ĨĞĚĞƌĂů ĞŶƟƟĞƐŵƵƐƚŝŶĐůƵĚĞĂƉƌŽǀŝƐŝŽŶĨŽƌĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞĂǀŝƐ-ĂĐŽŶĐƚ;ϰϬh͘^͘͘Αϯϭϰϭ- ϯϭϰϰ͕ĂŶĚϯϭϰϲ-ϯϭϰϴͿĂƐƐƵƉƉůĞŵĞŶƚĞĚďLJĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌƌĞŐƵůĂƟŽŶƐ;Ϯϵ͘&͘Z͘Αϱ͕ ͞>ĂďŽƌ^ƚĂŶĚĂƌĚƐWƌŽǀŝƐŝŽŶƐƉƉůŝĐĂďůĞƚŽŽŶƚƌĂĐƚƐŽǀĞƌŝŶŐ&ĞĚĞƌĂůůLJ&ŝŶĂŶĐĞĚĂŶĚƐƐŝƐƚĞĚ ŽŶƐƚƌƵĐƟŽŶ͟Ϳ͘/ŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƐƚĂƚƵƚĞ͕ĐŽŶƚƌĂĐƚŽƌƐŵƵƐƚ ďĞƌĞƋƵŝƌĞĚƚŽƉĂLJǁĂŐĞƐƚŽ ůĂďŽƌĞƌƐĂŶĚŵĞĐŚĂŶŝĐƐĂƚĂƌĂƚĞŶŽƚůĞƐƐƚŚĂŶƚŚĞƉƌĞǀĂŝůŝŶŐǁĂŐĞƐƐƉĞĐŝĮĞĚŝŶĂǁĂŐĞ ĚĞƚĞƌŵŝŶĂƟŽŶŵĂĚĞďLJƚŚĞ^ĞĐƌĞƚĂƌLJŽĨ>ĂďŽƌ ͘/ŶĂĚĚŝƟŽŶ͕ĐŽŶƚƌĂĐƚŽƌƐŵƵƐƚďĞƌĞƋƵŝƌĞĚƚŽƉĂLJ wages not less than once a week. The non-ĨĞĚĞƌĂůĞŶƟƚLJŵƵƐƚƉůĂĐĞĂĐŽƉLJŽĨƚŚĞĐƵƌƌĞŶƚ ƉƌĞǀĂŝůŝŶŐǁĂŐĞĚĞƚĞƌŵŝŶĂƟŽŶŝƐƐƵĞĚďLJƚŚĞĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌŝŶĞĂĐŚƐŽůŝĐŝƚĂƟŽŶ͘dŚĞ ĚĞĐŝƐŝŽŶƚŽĂǁĂƌĚĂĐŽŶƚƌĂĐƚŽƌƐƵďĐŽŶƚƌĂĐƚŵƵƐƚďĞĐŽŶĚŝƟŽŶĞĚƵƉŽŶƚŚĞĂĐĐĞƉƚĂŶĐĞŽĨƚŚĞ ǁĂŐĞĚĞƚĞƌŵŝŶĂƟŽŶ͘dŚĞŶŽŶ-ĨĞĚĞƌĂůĞŶƟƚLJŵƵƐƚƌĞƉŽƌƚĂůůƐƵƐƉĞĐƚĞĚŽƌƌĞƉŽƌƚĞĚǀŝŽůĂƟŽŶƐƚŽ ƚŚĞĨĞĚĞƌĂůĂǁĂƌĚŝŶŐĂŐĞŶĐLJ͘dŚĞĐŽŶƚƌĂĐƚƐŵƵƐƚĂůƐŽŝŶĐůƵĚĞĂƉƌŽǀŝƐŝŽŶĨŽƌĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞ ŽƉĞůĂŶĚ͞ŶƟ-<ŝĐŬďĂĐŬ͟Đƚ;ϰϬh͘^͘͘ΑϯϭϰϱͿ͕ĂƐƐƵƉƉůĞŵĞŶƚĞĚďLJĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌ regulaƟŽŶƐ;Ϯϵ͘&͘Z͘Αϯ͕͞ŽŶƚƌĂĐƚŽƌƐĂŶĚ^ƵďĐŽŶƚƌĂĐƚŽƌƐŽŶWƵďůŝĐƵŝůĚŝŶŐŽƌWƵďůŝĐtŽƌŬ &ŝŶĂŶĐĞĚŝŶtŚŽůĞŽƌŝŶWĂƌƚďLJ>ŽĂŶƐŽƌ'ƌĂŶƚƐĨƌŽŵƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐ͟Ϳ͘dŚĞĐƚƉƌŽǀŝĚĞƐƚŚĂƚ ĞĂĐŚĐŽŶƚƌĂĐƚŽƌŽƌƐƵďƌĞĐŝƉŝĞŶƚŵƵƐƚďĞƉƌŽŚŝďŝƚĞĚĨƌŽŵŝŶĚƵĐŝŶŐ͕ďLJĂŶLJ means, any person ĞŵƉůŽLJĞĚŝŶƚŚĞĐŽŶƐƚƌƵĐƟŽŶ͕ĐŽŵƉůĞƟŽŶ͕ŽƌƌĞƉĂŝƌŽĨƉƵďůŝĐǁŽƌŬ͕ƚŽŐŝǀĞƵƉĂŶLJƉĂƌƚŽĨƚŚĞ ĐŽŵƉĞŶƐĂƟŽŶƚŽǁŚŝĐŚŚĞŽƌƐŚĞŝƐŽƚŚĞƌǁŝƐĞĞŶƟƚůĞĚ͘dŚĞŶŽŶ-ĨĞĚĞƌĂůĞŶƟƚLJŵƵƐƚƌĞƉŽƌƚĂůů ƐƵƐƉĞĐƚĞĚŽƌƌĞƉŽƌƚĞĚǀŝŽůĂƟŽŶƐƚŽƚŚĞĨĞĚĞƌĂůawarding agency. Supplier must comply with all ĂƉƉůŝĐĂďůĞĂǀŝƐ-Bacon Act provisions.
iii) KEdZdtKZ<,KhZ^E^&
dz^dEZ^d;ϰϬh͘^͘͘ΑϯϳϬϭ-ϯϳϬϴͿ͘
tŚĞƌĞĂƉƉůŝĐĂďůĞ͕ĂůůĐŽŶƚƌĂĐƚƐĂǁĂƌĚĞĚďLJƚŚĞŶŽŶ-ĨĞĚĞƌĂůĞŶƟƚLJŝŶĞdžĐĞƐƐŽĨΨϭϬϬ͕ϬϬϬƚŚĂƚ ŝŶǀŽůǀĞƚŚĞĞŵƉůŽLJŵĞŶƚŽĨŵĞĐŚĂŶŝĐƐŽƌůĂďŽƌĞƌƐŵƵƐƚŝŶĐůƵĚĞĂƉƌŽǀŝƐŝŽŶĨŽƌĐŽŵƉůŝĂŶĐĞǁŝƚŚ ϰϬh͘^͘͘ΑΑϯϳϬϮĂŶĚϯϳϬϰ͕ĂƐƐƵƉƉůĞŵĞŶƚĞĚďLJĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌƌĞŐƵůĂƟŽŶƐ;Ϯϵ͘&͘Z͘ΑϱͿ͘ hŶĚĞƌϰϬh͘^͘͘ΑϯϳϬϮŽĨƚŚĞĐƚ͕ĞĂĐŚĐŽŶƚƌĂĐƚŽƌŵƵƐƚďĞƌĞƋƵŝƌĞĚƚŽĐŽŵƉƵƚĞƚŚĞǁĂŐĞƐŽĨ ĞǀĞƌLJŵĞĐŚĂŶŝĐĂŶĚůĂďŽƌĞƌŽŶƚŚĞďĂƐŝƐŽĨĂƐƚĂŶĚĂƌĚǁŽƌŬǁĞĞŬŽĨϰϬŚŽƵƌƐ͘tŽƌŬŝŶĞdžĐĞƐƐŽĨ ƚŚĞƐƚĂŶĚĂƌĚǁŽƌŬǁĞĞŬŝƐƉĞƌŵŝƐƐŝďůĞƉƌŽǀŝĚĞĚƚŚĂƚƚŚĞǁŽƌŬĞƌŝƐĐŽŵƉĞŶƐĂƚĞĚĂƚĂƌĂƚĞŽĨŶŽƚ ůĞƐƐƚŚĂŶŽŶĞĂŶĚĂŚĂůĨƟŵĞƐƚŚĞďĂƐŝĐƌĂƚĞŽĨƉĂLJĨŽƌĂůůŚŽƵƌƐǁŽƌŬĞĚŝŶĞdžĐĞƐƐŽĨϰϬŚŽƵƌƐŝŶ ƚŚĞǁŽƌŬǁĞĞŬ͘dŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨϰϬh͘^͘͘ΑϯϳϬϰĂƌĞĂƉƉůŝĐĂďůĞƚŽĐŽŶƐƚƌƵĐƟŽŶǁŽƌŬĂŶĚ ƉƌŽǀŝĚĞƚŚĂƚŶŽůĂďŽƌĞƌŽƌŵĞĐŚĂŶŝĐŵƵƐƚďĞƌĞƋƵŝƌĞĚƚŽǁŽƌŬŝŶƐƵƌƌŽƵŶĚŝŶŐƐŽƌƵŶĚĞƌǁŽƌŬŝŶŐ ĐŽŶĚŝƟŽŶƐǁŚŝĐŚĂƌĞƵŶƐĂŶŝƚĂƌLJ͕ŚĂnjĂƌĚŽƵƐŽƌĚĂŶŐĞƌŽƵƐ͘dŚĞƐĞƌĞƋƵŝƌĞŵĞŶƚƐĚŽŶŽƚĂƉƉůLJƚŽ th
e purchases ŽĨƐƵƉƉůŝĞƐ͕ŵĂƚĞƌŝĂůƐ͕ŽƌĂƌƟĐůĞƐŽƌĚŝŶĂƌŝůLJĂǀĂŝůĂďůĞŽŶƚŚĞŽƉĞŶŵĂƌŬĞƚ͕Žƌ ĐŽŶƚƌĂĐƚƐĨŽƌƚƌĂŶƐƉŽƌƚĂƟŽŶŽƌƚƌĂŶƐŵŝƐƐŝŽŶŽĨŝŶƚĞůůŝŐĞŶĐĞ͘dŚŝƐƉƌŽǀŝƐŝŽŶŝƐŚĞƌĞďLJŝŶĐŽƌƉŽƌĂƚĞĚ ďLJƌĞĨĞƌĞŶĐĞŝŶƚŽƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨĂŶĂǁĂƌĚĨŽƌĂůů ŐƌĞĞŵĞŶƚƐďLJ^ŽƵƌĐĞǁĞůůƌĞƐƵůƟŶŐĨƌŽŵƚŚŝƐƉƌŽĐƵƌĞŵĞŶƚƉƌŽĐĞƐƐ͕^ƵƉƉůŝĞƌŵƵƐƚĐŽŵƉůLJǁŝƚŚ ĂƉƉůŝĐĂďůĞƌĞƋƵŝƌĞŵĞŶƚƐĂƐƌĞĨĞƌĞŶĐĞĚĂďŽǀĞ͘
iv) Z/',d^dK/Es
Ed/KE^D
hE
ZKEdZdKZ'Z
D
Ed͘ /ĨƚŚĞĨĞĚĞƌĂů
ĂǁĂƌĚŵĞĞƚƐƚŚĞĚĞĮŶŝƟŽŶŽĨ͞ĨƵŶĚŝŶŐĂŐƌĞĞŵĞŶƚ͟ƵŶĚĞƌϯϳ͘&͘Z͘ΑϰϬϭ͘Ϯ;ĂͿĂŶĚƚŚĞƌĞĐŝƉŝĞŶƚ ŽƌƐƵďƌĞĐŝƉŝĞŶƚǁŝƐŚĞƐƚŽĞŶƚĞƌŝŶƚŽĂĐŽŶƚƌĂĐƚǁŝƚŚĂƐŵĂůůďƵƐŝŶĞƐƐĮƌŵŽƌŶŽŶƉƌŽĮƚ ŽƌŐĂŶŝnjĂƟŽŶƌĞŐĂƌĚŝŶŐƚŚĞƐƵďƐƟƚƵƟŽŶŽĨƉĂƌƟĞƐ͕ĂƐƐŝŐŶŵĞŶƚŽƌƉĞƌĨŽƌŵĂŶĐĞŽĨĞdžƉĞƌŝŵĞŶƚĂů͕ ĚĞǀĞůŽƉŵĞŶƚĂů͕ŽƌƌĞƐĞĂƌĐŚǁŽƌŬƵŶĚĞƌƚŚĂƚ͞ĨƵŶĚŝŶŐĂŐƌĞĞŵĞŶƚ͕͟ƚŚĞƌĞĐŝƉŝĞŶƚŽƌƐƵďƌĞĐŝƉŝĞŶƚ
ATTACHMENT A
112124-SEC
v052824 5
ŵƵƐƚĐŽŵƉůLJǁŝƚŚƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨϯϳ͘&͘Z͘ΑϰϬϭ͕͞ZŝŐŚƚƐƚŽ/ŶǀĞŶƟŽŶƐDĂĚĞďLJEŽŶƉƌŽĮƚ KƌŐĂŶŝnjĂƟŽŶƐĂŶĚ^ŵĂůůƵƐŝŶĞƐƐ&ŝƌŵƐhŶĚĞƌ'ŽǀĞƌŶŵĞŶƚ'ƌĂŶƚƐ͕ŽŶƚƌĂĐƚƐĂŶĚŽŽƉĞƌĂƟǀĞ ŐƌĞĞŵĞŶƚƐ͕͟ĂŶĚĂŶLJŝŵƉůĞŵĞŶƟŶŐƌĞŐƵůĂƟŽŶƐŝƐƐƵĞĚďLJƚŚĞĂǁĂƌĚŝŶŐĂŐĞncy. Supplier ĐĞƌƟĮĞƐƚŚĂƚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨĂŶĂǁĂƌĚĨŽƌĂůůŐƌĞĞŵĞŶƚƐďLJ^ŽƵƌĐĞǁĞůůƌĞƐƵůƟŶŐĨƌŽŵƚŚŝƐ ƉƌŽĐƵƌĞŵĞŶƚƉƌŽĐĞƐƐ͕^ƵƉƉůŝĞƌŵƵƐƚĐŽŵƉůLJǁŝƚŚĂƉƉůŝĐĂďůĞƌĞƋƵŝƌĞŵĞŶƚƐĂƐƌĞĨĞƌĞŶĐĞĚĂďŽǀĞ͘
v) >
E/Zd;ϰϮh͘^͘͘ΑϳϰϬϭ-ϳϲϳϭY͘ͿEd,
&
Z>td
ZWK>>hd/KE
KEdZK>d;ϯϯh͘^͘͘ΑϭϮϱϭ-ϭϯϴϳͿ͘ ŽŶƚƌĂĐƚƐĂŶĚƐƵďŐƌĂŶƚƐŽĨĂŵŽƵŶƚƐŝŶĞdžĐĞƐƐŽĨ ΨϭϱϬ͕ϬϬϬƌĞƋƵŝƌĞƚŚĞŶŽŶ-ĨĞĚĞƌĂůĂǁĂƌĚƚŽĂŐƌĞĞƚŽĐŽŵƉůLJǁŝƚŚĂůůĂƉƉůŝĐĂďůĞƐƚĂŶĚĂƌĚƐ͕ŽƌĚĞƌƐ ŽƌƌĞŐƵůĂƟŽŶƐŝƐƐƵĞĚƉƵƌƐƵĂŶƚƚŽƚŚĞůĞĂŶŝƌĐƚ;ϰϮh͘^͘͘ΑϳϰϬϭ- ϳϲϳϭƋͿĂŶĚƚŚĞ&ĞĚĞƌĂů tĂƚĞƌWŽůůƵƟŽŶŽŶƚƌŽůĐƚĂƐĂŵĞŶĚĞĚ;ϯϯh͘^͘͘ΑϭϮϱϭ- ϭϯϴϳͿ͘sŝŽůĂƟŽŶƐŵƵƐƚďĞƌĞƉŽƌƚĞĚƚŽ ƚŚĞ&ĞĚĞƌĂůĂǁĂƌĚŝŶŐĂŐĞŶĐLJĂŶĚƚŚĞZĞŐŝŽŶĂůKĸĐĞŽĨƚŚĞ ŶǀŝƌŽŶŵĞŶƚĂůWƌŽƚĞĐƟŽŶŐĞŶĐLJ
;
WͿ͘^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚŝƚǁŝůůĐŽŵƉůLJǁŝƚŚĂƉƉůŝĐĂďůĞ ƌĞƋƵŝƌĞŵĞŶƚƐĂƐƌĞĨĞƌĞŶĐĞĚĂďŽǀĞ͘
vi)
ZD
EdE^h^W
E^/KE;
y
hd/s
KZ
Z^ϭϮϱϰϵEϭϮϲϴϵͿ͘ A contract
ĂǁĂƌĚ;ƐĞĞϮ͘&͘Z͘ΑϭϴϬ͘ϮϮϬͿŵƵƐƚŶŽƚďĞŵĂĚĞƚŽƉĂƌƟĞƐůŝƐƚĞĚŽŶƚŚĞŐŽǀĞƌŶŵĞŶƚǁŝĚĞ ĞdžĐůƵƐŝŽŶƐŝŶƚŚĞ^LJƐƚĞŵĨŽƌǁĂƌĚDĂŶĂŐĞŵĞŶƚ;^DͿ͕ŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞKDŐƵŝĚĞůŝŶĞƐ ĂƚϮ͘&͘Z͘ΑϭϴϬƚŚĂƚŝŵƉůĞŵĞŶƚ
džĞĐƵƟǀĞKƌĚĞƌƐϭϮϱϰϵ;ϯ͘&͘Z͘ΑϭϵϴϲŽŵƉ͕͘Ɖ͘ϭϴϵͿĂŶĚ ϭϮϲϴϵ;ϯ͘&͘Z͘ΑϭϵϴϵŽŵƉ͕͘Ɖ͘ϮϯϱͿ͕͞ĞďĂƌŵĞŶƚĂŶĚ^ƵƐƉĞŶƐŝŽŶ͘͟^D džĐůƵƐŝŽŶƐĐŽŶƚĂŝŶƐ
ƚŚĞŶĂŵĞƐŽĨƉĂƌƟĞƐĚĞďĂƌƌĞĚ͕ƐƵƐƉĞŶĚĞĚ͕ŽƌŽƚŚĞƌǁŝƐĞĞdžĐůƵĚĞĚďLJĂŐĞŶĐŝĞƐ͕ĂƐǁĞůůĂƐƉĂƌƟĞƐ ĚĞĐůĂƌĞĚŝŶĞůŝŐŝďůĞƵŶĚĞƌƐƚĂƚƵƚŽƌLJŽƌƌĞŐƵůĂƚŽƌLJĂƵƚŚŽƌŝƚLJŽƚŚĞƌƚŚĂŶ džĞĐƵƟǀĞKƌĚĞƌϭϮϱϰϵ͘
^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚŶĞŝƚŚĞƌŝƚŶŽƌŝƚƐƉƌŝŶĐŝƉĂůƐĂƌĞƉƌĞƐĞŶƚůLJĚĞďĂƌƌĞĚ͕ƐƵƐƉĞŶĚĞĚ͕ƉƌŽƉŽƐĞĚ ĨŽƌĚĞďĂƌŵĞŶƚ͕ĚĞĐůĂƌĞĚŝŶĞůŝŐŝďůĞ͕ŽƌǀŽůƵŶƚĂƌŝůLJĞdžĐůƵĚĞĚĨƌŽŵƉĂƌƟĐŝƉĂƟŽŶďLJĂŶLJĨĞĚĞƌĂů department or agency.
vii) zZEd/->Kz/E'D
ED
Ed ͕^D
E
;ϯϭh͘^͘͘ΑϭϯϱϮͿ͘ Suppliers must
ĮůĞĂŶLJƌĞƋƵŝƌĞĚĐĞƌƟĮĐĂƟŽŶƐ͘^ƵƉƉůŝĞƌƐŵƵƐƚŶŽƚŚĂǀĞƵƐĞĚĨĞĚĞƌĂůĂƉƉƌŽƉƌŝĂƚĞĚĨƵŶĚƐƚŽƉĂLJ ĂŶLJƉĞƌƐŽŶŽƌŽƌŐĂŶŝnjĂƟŽŶĨŽƌŝŶŇƵĞŶĐŝŶŐŽƌĂƩĞŵƉƟŶŐƚŽŝŶŇƵĞŶĐĞĂŶŽĸĐĞƌŽƌĞŵƉůŽLJĞĞŽĨ ĂŶLJĂŐĞŶĐLJ͕ĂŵĞŵďĞƌŽĨŽŶŐƌĞƐƐ͕ŽĸĐĞƌŽƌĞŵƉůŽLJĞĞŽĨŽŶŐƌĞƐƐ͕ŽƌĂŶĞŵƉůŽLJĞĞŽĨĂ ŵĞŵďĞƌŽĨŽŶŐƌĞƐƐŝŶĐŽŶŶĞĐƟŽŶǁŝƚŚŽďƚĂŝŶŝŶŐĂŶLJĨĞĚĞƌĂůĐŽŶƚƌĂĐƚ͕ŐƌĂŶƚ͕ŽƌĂŶLJŽƚŚĞƌ ĂǁĂƌĚĐŽǀĞƌĞĚďLJϯϭh͘^͘͘ΑϭϯϱϮ͘^ƵƉƉůŝĞƌƐŵƵƐƚĚŝƐĐůŽƐĞĂŶLJůŽďbying with non-ĨĞĚĞƌĂůĨƵŶĚƐ ƚŚĂƚƚĂŬĞƐƉůĂĐĞŝŶĐŽŶŶĞĐƟŽŶǁŝƚŚŽďƚĂŝŶŝŶŐĂŶLJĨĞĚĞƌĂůĂǁĂƌĚ͘^ƵĐŚĚŝƐĐůŽƐƵƌĞƐĂƌĞĨŽƌǁĂƌĚĞĚ ĨƌŽŵƟĞƌƚŽƟĞƌƵƉƚŽƚŚĞŶŽŶ-ĨĞĚĞƌĂůĂǁĂƌĚ͘^ƵƉƉůŝĞƌƐŵƵƐƚĮůĞĂůůĐĞƌƟĮĐĂƟŽŶƐĂŶĚĚŝƐĐůŽƐƵƌĞƐ ƌĞƋƵŝƌĞĚďLJ͕ĂŶĚŽƚŚĞƌǁŝƐĞĐŽŵƉůLJǁŝƚŚ͕ƚŚĞLJƌĚŶƟ->ŽďďLJŝŶŐŵĞŶĚŵĞŶƚ;ϯϭh͘^͘͘ΑϭϯϱϮͿ͘
viii) Z
KZZ
d
Ed/KEZ
Yh/Z
D
Ed^͘To the extent applicable, Supplier must comply
ǁŝƚŚƚŚĞƌĞĐŽƌĚƌĞƚĞŶƟŽŶƌĞƋƵŝƌĞŵĞŶƚƐĚĞƚĂŝůĞĚŝŶϮ͘&͘Z͘ΑϮϬϬ͘ϯϯϯ͘dŚĞ^ƵƉƉůŝĞƌĨƵƌƚŚĞƌ ĐĞƌƟĮĞƐƚŚĂƚŝƚǁŝůůƌĞƚĂŝŶĂůůƌĞĐŽƌĚƐĂƐƌĞƋƵŝƌĞĚďLJϮ͘&͘Z͘ΑϮϬϬ͘ϯϯϯĨŽƌĂƉĞƌŝŽĚŽĨϯLJĞĂƌƐĂŌĞƌ grantees or ƐƵďŐƌĂŶƚĞĞƐƐƵďŵŝƚĮŶĂůĞdžƉĞŶĚŝƚƵƌĞƌĞƉŽƌƚƐŽƌƋƵĂƌƚĞƌůLJŽƌĂŶŶƵĂůĮŶĂŶĐŝĂů ƌ
ĞƉŽƌƚƐ͕ĂƐĂƉƉůŝĐĂďůĞ͕ĂŶĚĂůůŽƚŚĞƌƉĞŶĚŝŶŐŵĂƩĞƌƐĂƌĞĐůŽƐĞĚ͘
ix)
E
Z'zWK>/zEKE^
Zsd/KEdKDW>/E
͘ To the extent applicable,
^ƵƉƉůŝĞƌŵƵƐƚĐŽŵƉůLJǁŝƚŚƚŚĞŵĂŶĚĂƚŽƌLJƐƚĂŶĚĂƌĚƐĂŶĚƉŽůŝĐŝĞƐƌĞůĂƟŶŐƚŽĞŶĞƌŐLJĞĸĐŝĞŶĐLJ ǁŚŝĐŚĂƌĞĐŽŶƚĂŝŶĞĚŝŶƚŚĞƐƚĂƚĞĞŶĞƌŐLJĐŽŶƐĞƌǀĂƟŽŶƉůĂŶŝƐƐƵĞĚŝŶĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞ ŶĞƌŐLJ
WŽůŝĐLJĂŶĚŽŶƐĞƌǀĂƟŽŶĐƚ͘
ATTACHMENT A
112124-SEC
v052824 6
x) hzD
Z/EWZKs/^/KE^KDW>/E
͘ To the extent applicable, Supplier must
ĐŽŵƉůLJǁŝƚŚĂůůĂƉƉůŝĐĂďůĞƉƌŽǀŝƐŝŽŶƐŽĨƚŚĞƵLJŵĞƌŝĐĂŶĐƚ͘WƵƌĐŚĂƐĞƐŵĂĚĞŝŶĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚƚŚĞƵLJŵĞƌŝĐĂŶĐƚŵƵƐƚĨŽůůŽǁƚŚĞĂƉƉůŝĐĂďůĞƉƌŽĐƵƌĞŵĞŶƚƌƵůĞƐĐĂůůŝŶŐĨŽƌĨƌĞĞĂŶĚ ŽƉĞŶĐŽŵƉĞƟƟŽŶ͘
xi)
^^dKZ
KZ^;Ϯ͘&͘Z͘ΑϮϬϬ͘ϯϯϲͿ͘ ^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŚĂƚĚƵůLJĂƵƚŚŽƌŝnjĞĚ ƌĞƉƌĞƐĞŶƚĂƟǀĞƐŽĨĂĨĞĚĞƌĂůĂŐĞŶĐLJŵƵƐƚŚĂǀĞĂĐĐĞƐƐƚŽĂŶLJŬƐ͕ĚŽĐƵŵĞŶƚƐ͕ƉĂƉĞƌƐĂŶĚ ƌĞĐŽƌĚƐŽĨ^ƵƉƉůŝĞƌƚŚĂƚĂƌĞĚŝƌĞĐƚůLJƉĞƌƟŶĞŶƚƚŽ^ƵƉƉůŝĞƌ͛ƐĚŝƐĐŚĂƌŐĞŽĨŝƚƐŽďůŝŐĂƟŽŶƐƵŶĚĞƌƚŚŝƐ ŐƌĞĞŵĞŶƚĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨŵĂŬŝŶŐĂƵĚŝƚƐ͕ĞdžĂŵŝŶĂƟŽŶƐ͕ĞdžĐĞƌƉƚƐ͕ĂŶĚƚƌĂŶƐĐƌŝƉƟŽŶƐ͘dŚĞ ƌŝŐŚƚĂůƐŽŝŶĐůƵĚĞƐƟŵĞůLJĂŶĚƌĞĂƐŽŶĂďůĞĂĐĐĞƐƐƚŽ^ƵƉƉůŝĞƌ͛ƐƉĞƌƐŽŶŶĞůĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨ ŝŶƚĞƌǀŝĞǁĂŶĚĚŝƐĐƵƐƐŝŽŶƌĞůĂƟŶŐƚŽƐƵĐŚĚŽĐƵŵĞŶƚƐ͘
xii) WZKhZ
D
EdK&Z
Ks
Z
Dd
Z/>^;Ϯ͘&͘Z͘ΑϮϬϬ͘ϯϮϮͿ͘A non-ĨĞĚĞƌĂůĞŶƟƚLJ
ƚŚĂƚŝƐĂƐƚĂƚĞĂŐĞŶĐLJŽƌĂŐĞŶĐLJŽĨĂƉŽůŝƟĐĂůƐƵďĚŝǀŝƐŝŽŶŽĨĂƐƚĂƚĞĂŶĚŝƚƐĐŽŶƚƌĂĐƚŽƌƐŵƵƐƚ ĐŽŵƉůLJǁŝƚŚ^ĞĐƟŽŶϲϬϬϮŽĨƚŚĞ^ŽůŝĚtĂƐƚĞŝƐƉŽƐĂůĐƚ͕ĂƐĂŵĞŶĚĞĚďLJƚŚĞZĞƐŽƵƌĐĞ ŽŶƐĞƌǀĂƟŽŶĂŶĚZĞĐŽǀĞƌLJĐƚ͘dŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨ^ĞĐƟŽŶϲϬϬϮŝŶĐůƵĚĞƉƌŽĐƵƌŝŶŐŽŶůLJŝƚĞŵƐ ĚĞƐŝŐŶĂƚĞĚŝŶŐƵŝĚĞůŝŶĞƐŽĨƚŚĞ
ŶǀŝƌŽŶŵĞŶƚĂůWƌŽƚĞĐƟŽŶŐĞŶĐLJ;
WͿĂƚϰϬ͘&͘Z͘ΑϮϰϳƚŚĂƚ
ĐŽŶƚĂŝŶƚŚĞŚŝŐŚĞƐƚƉĞƌĐĞŶƚĂŐĞŽĨƌĞĐŽǀĞƌĞĚŵĂƚĞƌŝĂůƐƉƌĂĐƟĐĂďůĞ͕ consistent with maintaining a ƐĂƟƐĨĂĐƚŽƌLJůĞǀĞůŽĨĐŽŵƉĞƟƟŽŶ͕ǁŚĞƌĞƚŚĞƉƵƌĐŚĂƐĞƉƌŝĐĞŽĨƚŚĞŝƚĞŵĞdžĐĞĞĚƐΨϭϬ͕ϬϬϬŽƌƚŚĞ ǀĂůƵĞŽĨƚŚĞƋƵĂŶƟƚLJĂĐƋƵŝƌĞĚĚƵƌŝŶŐƚŚĞƉƌĞĐĞĚŝŶŐĮƐĐĂůLJĞĂƌĞdžĐĞĞĚĞĚΨϭϬ͕ϬϬϬ͖ƉƌŽĐƵƌŝŶŐ solid waste management services in a mĂŶŶĞƌƚŚĂƚŵĂdžŝŵŝnjĞƐĞŶĞƌŐLJĂŶĚƌĞƐŽƵƌĐĞƌĞĐŽǀĞƌLJ͖ ĂŶĚĞƐƚĂďůŝƐŚŝŶŐĂŶĂĸƌŵĂƟǀĞƉƌŽĐƵƌĞŵĞŶƚƉƌŽŐƌĂŵĨŽƌƉƌŽĐƵƌĞŵĞŶƚŽĨƌĞĐŽǀĞƌĞĚŵĂƚĞƌŝĂůƐ ŝĚĞŶƟĮĞĚŝŶƚŚĞ
WŐƵŝĚĞůŝŶĞƐ͘
xiii) &
Z>^
>;^Ϳ͕>K'K^͕E&>'^͘ The Supplier cannot use the seal(s), logos, crests, ŽƌƌĞƉƌŽĚƵĐƟŽŶƐŽĨŇĂŐƐŽƌůŝŬĞŶĞƐƐĞƐŽĨ&ĞĚĞƌĂůĂŐĞŶĐLJŽĸĐŝĂůƐǁŝƚŚŽƵƚƐƉĞĐŝĮĐƉƌĞ-approval.
xiv) EKK>/'d/KEz&
Z>'Ks
ZED
Ed͘ dŚĞh͘^͘ĨĞĚĞƌĂůŐŽǀĞƌŶŵĞŶƚŝƐŶŽƚĂƉĂƌƚLJ
ƚŽƚŚŝƐŐƌĞĞŵĞŶƚŽƌĂŶLJƉƵƌĐŚĂƐĞďLJĂWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJĂŶĚŝƐŶŽƚƐƵďũĞĐƚƚŽĂŶLJŽďůŝŐĂƟŽŶƐ
ŽƌůŝĂďŝůŝƟĞƐƚŽƚŚĞWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͕^ƵƉƉůŝĞƌ͕ŽƌĂŶLJŽƚŚĞƌƉĂƌƚLJƉĞƌƚĂŝŶŝŶŐƚŽĂŶLJŵĂƩĞƌ ƌĞƐƵůƟŶŐĨƌŽŵƚŚĞŐƌĞĞŵĞŶƚŽƌĂŶLJƉƵƌĐŚĂƐĞďLJĂŶĂƵƚŚŽƌŝnjĞĚƵƐĞƌ͘
xv) WZK'ZD&ZhE&>^
KZ&Zhh>
Ed^dd
D
Ed^KZZ
>d
d^͘ The
ŽŶƚƌĂĐƚŽƌĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚϯϭh͘^͘͘Αϯϴ;ĚŵŝŶŝƐƚƌĂƟǀĞZĞŵĞĚŝĞƐĨŽƌ&ĂůƐĞůĂŝŵƐĂŶĚ ^ƚĂƚĞŵĞŶƚƐͿĂƉƉůŝĞƐƚŽƚŚĞ^ƵƉƉůŝĞƌ͛ƐĂĐƟŽŶƐƉĞƌƚĂŝŶŝŶŐƚŽƚŚŝƐŐƌĞĞŵĞŶƚŽƌĂŶLJƉƵƌĐŚĂƐĞďLJĂ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͘
xvi) &
Z>
d͘ dŚĞ^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚŝƚŝƐŶŽŶ-ĚĞůŝŶƋƵĞŶƚŝŶŝƚƐƌĞƉĂLJŵĞŶƚŽĨĂŶLJ ĨĞĚĞƌĂůĚĞďƚ͘
džĂŵƉůĞƐŽĨƌĞůĞǀĂŶƚĚĞďƚŝŶĐůƵĚĞĚĞůŝŶƋƵĞŶƚƉĂLJƌŽůůĂŶĚŽƚŚĞƌƚĂdžĞƐ͕ĂƵĚŝƚ ĚŝƐĂůůŽǁĂŶĐĞ͕ĂŶĚďĞŶĞĮƚŽǀĞƌƉĂLJŵĞŶƚƐ͘
xvii) CONFLICTS OF INTEREST. dŚĞ^ƵƉƉůŝĞƌŵƵƐƚŶŽƟĨLJƚŚĞh͘^͘KĸĐĞŽĨ'ĞŶĞƌĂů^ĞƌǀŝĐĞƐ͕ ^Ž
ƵƌĐĞǁĞůů͕ĂŶĚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJĂƐƐŽŽŶĂƐƉŽƐƐŝďůĞŝĨƚŚŝƐŐƌĞĞŵĞŶƚŽƌĂŶLJĂƐƉĞĐƚƌĞůĂƚĞĚ ƚŽƚŚĞĂŶƟĐŝƉĂƚĞĚǁŽƌŬƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚƌĂŝƐĞƐĂŶĂĐƚƵĂůŽƌƉŽƚĞŶƟĂůĐŽŶŇŝĐƚŽĨŝŶƚĞƌĞƐƚ(as ĚĞƐĐƌŝďĞĚŝŶϮ͘&͘Z͘WĂƌƚϮϬϬͿ͘dŚĞ^ƵƉƉůŝĞƌŵƵƐƚĞdžƉůĂŝŶƚŚĞĂĐƚƵĂůŽƌƉŽƚĞŶƟĂůĐŽŶŇŝĐƚŝŶ ǁƌŝƟŶŐŝŶƐƵĸĐŝĞŶƚĚĞƚĂŝůƐŽƚŚĂƚƚŚĞh͘^͘KĸĐĞŽĨ'ĞŶĞƌĂů^ĞƌǀŝĐĞƐ͕^ŽƵƌĐĞǁĞůů͕ĂŶĚ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJĂƌĞĂďůĞƚŽĂƐƐĞƐƐƚŚĞĂĐƚƵĂůŽƌƉŽƚĞŶƟĂůĐŽŶŇŝĐƚ͖ĂŶĚƉƌŽǀŝĚĞĂŶLJĂĚĚŝƟŽŶĂů ŝŶĨŽƌŵĂƟŽŶĂƐŶĞĐĞƐƐĂƌLJŽƌƌĞƋƵĞƐƚĞĚ͘
ATTACHMENT A
112124-SEC
v052824 7
xviii) h͘^͘
y
hd/s
KZ
ZϭϯϮϮϰ͘ The Supplier, and its subcontractors, must comply with h͘^͘
džĞĐƵƟǀĞKƌĚĞƌϭϯϮϮϰĂŶĚh͘^͘>ĂǁƐƚŚĂƚƉƌŽŚŝďŝƚƚƌĂŶƐĂĐƟŽŶƐǁŝƚŚĂŶĚƉƌŽǀŝƐŝŽŶŽĨ ƌĞƐŽƵƌĐĞƐĂŶĚƐƵƉƉŽƌƚƚŽŝŶĚŝǀŝĚƵĂůƐĂŶĚŽƌŐĂŶŝnjĂƟŽŶƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚƚĞƌƌŽƌŝƐŵ͘
xix) WZK,//d/KEKE
Zd/Ed
>
KDDhE/d/KE^Es/
K^hZs
/>>E
^
Zs/
^KZ
Yh/WD
Ed͘ dŽƚŚĞĞdžƚĞŶƚĂƉƉůŝĐĂďůĞ͕^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨ ƚŚŝƐŐƌĞĞŵĞŶƚŝƚǁŝůůĐŽŵƉůLJǁŝƚŚĂƉƉůŝĐĂďůĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨϮ͘&͘Z͘ΑϮϬϬ͘Ϯϭϲ͘
xx) KD
^d/WZ
&
Z
E
^&KZWZKhZ
D
Ed^͘ To the extent applicable, Supplier
ĐĞƌƟĮĞƐƚŚĂƚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕^ƵƉƉůŝĞƌǁŝůůĐŽŵƉůLJǁŝƚŚĂƉƉůŝĐĂďůĞ ƌĞƋƵŝƌĞŵĞŶƚƐŽĨϮ͘&͘Z͘ΑϮϬϬ͘ϯϮϮ͘
ƌƟĐůĞϮ͗
^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌKďůŝŐĂƟŽŶƐ
dŚĞd ĞƌŵƐŝŶƚŚŝƐƌƟĐůĞϮƌĞůĂƚĞƐƉĞĐŝĮĐĂůůLJƚŽ^ŽƵƌĐĞǁĞůůĂŶĚŝƚƐĂĚŵŝŶŝƐƚƌĂƟŽŶŽĨƚŚŝƐDĂƐƚĞƌ ŐƌĞĞŵĞŶƚǁŝƚŚ^ƵƉƉůŝĞƌĂŶĚ^ƵƉƉůŝĞƌ͛ƐŽďůŝŐĂƟŽŶƐƚŚĞƌĞƵŶĚĞƌ ͘
1) ƵƚŚŽƌŝnjĞĚ^ĞůůĞƌƐ͘^ƵƉƉůŝĞƌŵƵƐƚƉƌŽǀŝĚĞ^ŽƵƌĐĞǁĞůůĂĐƵƌƌĞŶƚŵĞĂŶƐƚŽǀĂůŝĚĂƚĞŽƌĂƵƚŚĞŶƟĐĂƚĞ ^ƵƉƉůŝĞƌ͛ƐĂƵƚŚŽƌŝnjĞĚĚĞĂůĞƌƐ͕ĚŝƐƚƌŝďƵƚŽƌƐ͕ŽƌƌĞƐĞůůĞƌƐǁŚŝĐŚŵĂLJĐŽŵƉůĞƚĞƚƌĂŶƐĂĐƟŽŶƐŽĨ/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐŽīĞƌĞĚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘^ŽƵƌĐĞǁĞůůŵĂLJƌĞƋƵĞƐƚƵƉĚĂƚĞĚŝŶĨŽƌŵĂƟŽŶŝŶŝƚƐ ĚŝƐĐƌĞƟŽŶ͕ĂŶĚ^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŽƉƌŽǀŝĚĞƌĞƋƵĞƐƚĞĚŝŶĨŽƌŵĂƟŽŶǁŝƚŚŝŶĂƌĞĂƐŽŶĂďůĞƟŵĞ͘
2) WƌŽĚƵĐƚĂŶĚWƌŝĐĞŚĂŶŐĞƐZĞƋƵŝƌĞŵĞŶƚƐ͘ ^ƵƉƉůŝĞƌŵĂLJƌĞƋƵĞƐƚ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐchanges, ĂĚĚŝƟŽŶƐ͕ŽƌĚĞůĞƟŽŶƐĂƚĂŶLJƟŵĞ͘ůůƌĞƋƵĞƐƚƐŵƵƐƚďĞŵĂĚĞŝŶǁƌŝƟŶŐďLJƐƵďŵŝƫŶŐĂ^ŽƵƌĐĞǁĞůů WƌŝĐĞĂŶĚWƌŽĚƵĐƚŚĂŶŐĞZĞƋƵĞƐƚ&ŽƌŵƚŽ^ŽƵƌĐĞǁĞůů͘ƚĂŵŝŶŝŵƵŵ͕ƚŚĞƌĞƋƵĞƐƚŵƵƐƚ͗ x /ĚĞŶƟĨLJƚŚĞĂƉƉůŝĐĂďůĞ^ŽƵƌĐĞǁĞůůŐƌĞĞŵĞŶƚŶƵŵďĞƌ͖
x ůĞĂƌůLJƐƉĞĐŝĨLJƚŚĞƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ͖
x WƌŽǀŝĚĞƐƵĸĐŝĞŶƚĚĞƚĂŝůƚŽũƵƐƟĨLJƚŚĞƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ͖ x /ŶĚŝǀŝĚƵĂůůLJůŝƐƚĂůů/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐĂīĞĐƚĞĚďLJƚŚĞƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ͕ĂůŽŶŐǁŝƚŚƚŚĞ ƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ;Ğ͘Ő͕͘ĂĚĚŝƟŽŶ͕ĚĞůĞƟŽŶ͕ƉƌŝĐĞĐŚĂŶŐĞͿ͖ĂŶĚ x /ŶĐůƵĚĞĂĐŽŵƉůĞƚĞƌĞƐƚĂƚĞŵĞŶƚŽĨWƌŝĐŝŶŐ>ŝƐƚǁŝƚŚƚŚĞĞīĞĐƟǀĞĚĂƚĞŽĨƚŚĞŵŽĚŝĮĞĚƉƌŝĐŝŶŐ͕ ŽƌƉƌŽĚƵĐƚĂĚĚŝƟŽŶŽƌĚĞůĞƟŽŶ͘dŚĞŶĞǁƉƌŝĐŝŶŐƌĞƐƚĂƚĞŵĞŶƚŵƵƐƚŝŶĐůƵĚĞĂůů/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐŽīĞƌĞĚ͕ĞǀĞŶĨŽƌƚŚŽƐĞŝƚĞŵƐǁŚĞƌĞƉƌŝĐŝŶŐƌĞŵĂŝŶƐƵŶĐŚĂŶŐĞĚ͘
ĨƵůůLJĞdžĞĐƵƚĞĚ^ŽƵƌĐĞǁĞůůWƌŝĐĞĂŶĚWƌŽĚƵĐƚŚĂŶŐĞZĞƋƵĞƐƚ&ŽƌŵǁŝůůďĞĐŽŵĞĂŶĂŵĞŶĚŵĞŶƚƚŽ this ŐƌĞĞŵĞŶƚĂŶĚǁŝůůďĞŝŶĐŽƌƉŽƌĂƚĞĚďLJƌĞĨĞƌĞŶĐĞ͘
ϯͿ ƵƚŚŽƌŝnjĞĚZĞƉƌĞƐĞŶƚĂƟǀĞ͘ ^ƵƉƉůŝĞƌǁŝůůĂƐƐŝŐŶĂŶƵƚ ŚŽƌŝnjĞĚZĞƉƌĞƐĞŶƚĂƟǀĞƚŽ^ŽƵƌĐĞǁĞůůĨŽƌƚŚŝƐ
ŐƌĞĞŵĞŶƚĂŶĚŵƵƐƚƉƌŽǀŝĚĞƉƌŽŵƉƚŶŽƟĐĞƚŽ^ŽƵƌĐĞǁĞůůŝĨƚŚĂƚƉĞƌƐŽŶŝƐĐŚĂŶŐĞĚ͘dŚĞƵƚŚŽƌŝnjĞĚ ZĞƉƌĞƐĞŶƚĂƟǀĞǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌ͗
x DĂŝŶƚĞŶĂŶĐĞĂŶĚŵĂŶĂŐĞŵĞŶƚŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͖
x dŝŵĞůLJƌĞƐƉŽŶƐĞƚŽĂůů^ŽƵƌĐĞǁĞůůĂŶĚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŝŶƋƵŝƌŝĞƐ͖ĂŶĚ
x WĂƌƟĐŝƉĂƟŽŶŝŶƌĞǀŝĞǁƐǁŝƚŚ^ŽƵƌĐĞǁĞůů͘
^ŽƵƌĐĞǁĞůůΖƐƵƚŚŽƌŝnjĞĚZĞƉƌĞƐĞŶƚĂƟǀĞŝƐŝƚƐŚŝĞĨWƌŽĐƵƌĞŵĞŶƚKĸĐĞƌ.
ATTACHMENT A
112124-SEC
v052824 8
4) WĞƌĨŽƌŵĂŶĐĞZĞǀŝĞǁƐ͘ Supplier will ƉĞƌĨŽƌŵĂŵŝŶŝŵƵŵŽĨŽŶĞƌĞǀŝĞǁǁŝƚŚ^ŽƵƌĐĞǁĞůůƉĞƌ ĂŐƌĞĞŵĞŶƚLJĞĂƌ͘dŚĞƌĞǀŝĞǁǁŝůůĐŽǀĞƌƚƌĂŶƐĂĐƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ͕ƉƌŝĐŝŶŐĂŶĚƚĞƌŵƐ͕
ĂĚŵŝŶŝƐƚƌĂƟǀĞĨĞĞƐ͕ƐĂůĞƐĚĂƚĂƌĞƉŽƌƚƐ͕ƉĞƌĨŽƌŵĂŶĐĞŝƐƐƵĞƐ͕ƐƵƉƉůLJ chain issues, customer issues, and ĂŶLJŽƚŚĞƌŶĞĐĞƐƐĂƌLJŝŶĨŽƌŵĂƟŽŶ͘
5) ^ĂůĞƐZĞƉŽƌƟŶŐZĞƋƵŝƌĞĚ͘ ^ƵƉƉůŝĞƌŝƐƌĞƋƵŝƌĞĚĂƐĂŵĂƚĞƌŝĂůĞůĞŵĞŶƚƚŽƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚƚŽ ƌĞƉŽƌƚĂůůĐŽŵƉůĞƚĞĚƚƌĂŶƐĂĐƟŽŶƐǁŝƚŚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐƵƟůŝnjŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͘&ĂŝůƵƌĞƚŽ
provide complete and accurate ƌĞƉŽƌƚƐĂƐĚĞĮŶĞĚŚĞƌĞŝŶǁŝůůďĞĂŵĂƚĞƌŝĂůďƌĞĂĐŚŽĨƚŚĞŐƌĞĞŵĞŶƚ ĂŶĚ^ŽƵƌĐĞǁĞůůƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽƉƵƌƐƵĞĂůůƌĞŵĞĚŝĞƐĂǀĂŝůĂďůĞĂƚůĂǁŝŶĐůƵĚŝŶŐĐĂŶĐĞůůĂƟŽŶŽĨ this Agreement.
6) ZĞƉŽƌƟŶŐZĞƋƵŝƌĞŵĞŶƚƐ͘ ^ƵƉƉůŝĞƌŵƵƐƚƉƌŽǀŝĚĞ^ŽƵƌĐĞǁĞůůĂŶĂĐƟǀŝƚLJƌĞƉŽƌƚŽĨĂůůƚƌĂŶƐĂĐƟŽŶƐ ĐŽŵƉůĞƚĞĚƵƟůŝnjŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͘ZĞƉŽƌƚƐĂƌĞĚƵĞĂƚůĞĂƐƚŽŶĐĞĞĂĐŚĐĂůĞŶĚĂƌƋƵĂƌƚĞƌ;ZĞƉŽƌƟŶŐ WĞƌŝŽĚͿ͘ZĞƉŽƌƚƐŵƵƐƚďĞƌĞĐĞŝǀĞĚŶŽůĂƚĞƌƚŚĂŶϰϱĐĂůĞŶĚĂƌĚĂLJƐĂŌĞƌƚŚĞĞŶĚŽĨĞĂch calendar ƋƵĂƌƚĞƌ ͘^ƵƉƉůŝĞƌŵĂLJƌĞƉŽƌƚŽŶĂŵŽƌĞĨƌĞƋƵĞŶƚďĂƐŝƐŝŶŝƚƐĚŝƐĐƌĞƟŽŶ͘ZĞƉŽƌƚƐŵƵƐƚďĞƉƌŽǀŝĚĞĚ ƌĞŐĂƌĚůĞƐƐŽĨƚŚĞĂŵŽƵŶƚŽĨĐŽŵƉůĞƚĞĚƚƌĂŶƐĂĐƟŽŶƐĚƵƌŝŶŐƚŚĂƚƋƵĂƌƚĞƌ;ŝ͘Ğ͕͘ŝĨƚŚĞƌĞĂƌĞŶŽƐĂůĞƐ͕ Supplier must submit a ƌĞƉŽƌƚŝŶĚŝĐĂƟŶŐŶŽƐĂůĞƐǁĞƌĞŵĂĚĞͿ͘
dŚĞZĞƉŽƌƚŵƵƐƚĐŽŶƚĂŝŶƚŚĞĨŽůůŽǁŝŶŐĮĞůĚƐ͗
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJEĂŵĞ;Ğ͘Ő͕͘ŝƚLJŽĨ^ƚĂƉůĞƐ,ŝŐŚǁĂLJĞƉĂƌƚŵĞŶƚͿ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJWŚLJƐŝĐĂů^ƚƌĞĞƚĚĚƌĞƐƐ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŝƚLJ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ^ƚĂƚĞͬWƌŽǀŝŶĐĞ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŝƉͬWŽƐƚĂůŽĚĞ͖
x ^ŽƵƌĐĞǁĞůůWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJAccount EƵŵďĞƌ͖
x dƌĂŶƐĂĐƟŽŶĞƐĐƌŝƉƟŽŶ͖
x dƌĂŶƐĂĐƟŽŶWƵƌĐŚĂƐĞĚWƌŝĐĞ͖
x ^ŽƵƌĐĞǁĞůůĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƉƉůŝĞĚ͖ĂŶĚ
x ĂƚĞdƌĂŶƐĂĐƟŽŶǁĂƐŝŶǀŽŝĐĞĚͬƐĂůĞǁĂƐƌĞĐŽŐŶŝnjĞĚĂƐƌĞǀĞŶƵĞďLJ^ƵƉƉůŝĞƌ ͘
/Ĩcollected by Supplier, ƚŚĞZĞƉŽƌƚŵĂLJŝŶĐůƵĚĞƚŚĞĨŽůůŽǁŝŶŐĮĞůĚƐĂƐĂǀĂŝůĂďůĞ͗ x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŽŶƚĂĐƚEĂŵĞ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŽŶƚĂĐƚ
ŵĂŝůĚĚƌĞƐƐ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŽŶƚĂĐƚdĞůĞƉŚŽŶĞEƵŵďĞƌ͖
7) ĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞ͘ /ŶĐŽŶƐŝĚĞƌĂƟŽŶĨŽƌƚŚĞƐƵƉƉŽƌƚĂŶĚƐĞƌǀŝĐĞƐƉƌŽǀŝĚĞĚďLJ^ŽƵƌĐĞǁĞůů͕^ƵƉƉůŝĞƌ ǁŝůůƉĂLJĂŶĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƚŽ^ŽƵƌĐĞǁĞůůŽŶĂůůĐŽŵƉůĞƚĞĚƚƌĂŶƐĂĐƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ
ƵƟůŝnjŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌǁŝůůŝŶĐůƵĚĞŝƚƐĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞǁŝƚŚin its proposed pricing. ^ƵƉƉůŝĞƌŵĂLJŶŽƚĚŝƌĞĐƚůLJĐŚĂƌŐĞWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐƚŽŽīƐĞƚƚŚĞĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞ͘
8) &ĞĞĂůĐƵůĂƟŽŶ͘ ^ƵƉƉůŝĞƌ͛ƐĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƉĂLJĂďůĞƚŽ^ŽƵƌĐĞǁĞůůǁŝůůďĞĐĂůĐƵůĂƚĞĚĂƐĂƐƚĂƚĞĚ ƉĞƌĐĞŶƚĂŐĞ;ůŝƐƚĞĚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůͿŽĨĂůůĐŽŵƉůĞƚĞĚƚƌĂŶƐĂĐƟŽŶƐƵƟůŝnjŝŶŐƚŚŝƐDĂƐƚĞƌ ŐƌĞĞŵĞŶƚǁŝƚŚŝŶƚŚĞƉƌĞĐĞĚŝŶŐZĞƉŽƌƟŶŐWĞƌŝŽĚ͘ &ŽƌĐĞƌƚĂŝŶcategories, a ŇĂƚĨĞĞ may be proposed. dŚĞĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞǁŝůůďĞƐƚĂƚĞĚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂů.
ATTACHMENT A
112124-SEC
v052824 9
9) &ĞĞZĞŵŝƩĂŶĐĞ͘ ^ƵƉƉůŝĞƌǁŝůůƌĞŵŝƚĨĞĞƚŽ^ŽƵƌĐĞǁĞůůŶŽůĂƚĞƌƚŚĂŶϰϱĐĂůĞŶĚĂƌĚĂLJƐĂŌĞƌƚŚĞĐůŽƐĞ ŽĨƚŚĞƉƌĞĐĞĚŝŶŐĐĂůĞŶĚĂƌƋƵĂƌƚĞƌŝŶĐŽŶũƵŶĐƟŽŶǁŝƚŚ^ƵƉƉůŝĞƌ͛ƐZĞƉŽƌƟŶŐWĞƌŝŽĚŽďůŝŐĂƟŽŶƐ ĚĞĮŶĞĚŚĞƌĞŝŶ͘WĂLJŵĞŶƚƐƐŚŽƵůĚŶŽƚĞƚŚĞ^ƵƉƉůŝĞƌ͛ƐŶĂŵĞĂŶĚ^ŽƵƌĐĞǁĞůů-assigned Agreement ŶƵŵďĞƌŝŶƚŚĞŵĞŵŽ͖ĂŶĚŵƵƐƚďĞĞŝƚŚĞƌŵĂŝůĞĚto Sourcewell ĂďŽǀĞ͞ƩŶ͗ĐĐŽƵŶƚƐZĞĐĞŝǀĂďůĞ͟Žƌ ƌĞŵŝƩĞĚĞůĞĐƚƌŽŶŝĐĂůůLJƚŽ^ŽƵƌĐĞǁĞůů͛ƐďĂŶŬŝŶŐŝŶƐƟƚƵƟŽŶƉĞƌ^ŽƵƌĐĞǁĞůů͛Ɛ&ŝŶĂŶĐĞĚĞƉĂƌƚŵĞŶƚ ŝŶƐƚƌƵĐƟŽŶƐ͘
10) Noncompliance. Sourcewell reserves the right to seek all remedies available ĂƚůĂǁĨŽƌƵŶƉĂŝĚŽƌ ƵŶĚĞƌƉĂŝĚĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƐĚƵĞƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘&ĂŝůƵƌĞƚŽƌĞŵŝƚƉĂLJŵĞŶƚ͕ĚĞůŝŶƋƵĞŶƚ payments͕ƵŶĚĞƌƉĂLJŵĞŶƚƐ͕ŽƌŽƚŚĞƌĚĞǀŝĂƟŽŶƐĨƌŽŵƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚŵĂLJďĞ ĚĞĞŵĞĚĂŵĂƚĞƌŝĂůďƌĞĂĐŚĂŶĚŵĂLJƌĞƐƵůƚŝŶĐĂŶĐĞůůĂƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚĚŝƐďĂƌŵĞŶƚĨƌŽŵ ĨƵƚƵƌĞŐƌĞĞŵĞŶƚƐ͘
11) ƵĚŝƚZĞƋƵŝƌĞŵĞŶƚƐ͘ Pursuant to Minn. Stat. Α 16C.05, subdivision 5, the books, records, ĚŽĐƵŵĞŶƚƐ͕ĂŶĚĂĐĐŽƵŶƟŶŐƉƌŽĐĞĚƵƌĞƐĂŶĚƉƌĂĐƟĐĞƐƌĞůĞǀĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚĂƌĞƐƵďũĞĐƚƚŽ ĞdžĂŵŝŶĂƟŽŶďLJ^ŽƵƌĐĞǁĞůůand ƚŚĞDŝŶŶĞƐŽƚĂ^ƚĂƚĞƵĚŝƚŽƌĨŽƌĂŵŝŶŝŵƵŵŽĨƐŝdžLJĞĂƌƐĨƌŽŵƚŚĞĞŶĚ ŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŽĨƵůůLJĐŽŽƉĞƌĂƚĞǁŝƚŚ^ŽƵƌĐĞǁĞůůŝŶĂƵĚŝƟŶŐƚƌĂŶƐĂĐƟŽŶƐƵŶĚĞƌ ƚŚŝƐŐƌĞĞŵĞŶƚƚŽĞŶƐƵƌĞĐŽŵƉůŝĂŶĐĞǁŝƚŚƉƌŝĐŝŶŐƚĞƌŵƐ͕ĐŽƌƌĞĐƚĐĂůĐƵůĂƟŽŶĂŶĚƌĞŵŝƩĂŶĐĞŽĨ ĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƐ͕ĂŶĚǀĞƌŝĮĐĂƟŽŶ ŽĨƚƌĂŶƐĂĐƟŽŶƐĂƐŵĂLJďĞƌĞƋƵĞƐƚĞĚďLJĂWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJŽƌ
Sourcewell.
12) /ŶĚĞŵŶŝĮĐĂƟŽŶ͘ ^ƵƉƉůŝĞƌŵƵƐƚŝŶĚĞŵŶŝĨLJ͕ĚĞĨĞŶĚ͕ƐĂǀĞ͕ĂŶĚŚŽůĚ^ŽƵƌĐĞǁĞůů͕ŝŶĐůƵĚŝŶŐƚŚĞŝƌĂŐĞŶƚƐ ĂŶĚĞŵƉůŽLJĞĞƐ͕ŚĂƌŵůĞƐƐĨƌŽŵĂŶLJƚŚŝƌĚ-ƉĂƌƚLJĐůĂŝŵƐŽƌĐĂƵƐĞƐŽĨĂĐƟŽŶ͕ŝŶĐůƵĚŝŶŐĂƩŽƌŶĞLJƐ͛ĨĞĞƐ ŝŶĐƵƌƌĞĚďLJ^ŽƵƌĐĞǁĞůů͕ĂƌŝƐŝŶŐŽƵƚŽĨƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚby the Supplier or its ĂŐĞŶƚƐŽƌĞŵƉůŽLJĞĞƐ͖ƚŚŝƐŝŶĚĞŵŶŝĮĐĂƟŽŶŝŶĐůƵĚĞƐŝŶũƵƌLJŽƌĚĞĂƚŚƚŽƉĞƌƐŽŶ;ƐͿŽƌƉƌŽƉĞƌƚLJĂůůĞŐĞĚ ƚŽŚĂǀĞďĞĞŶĐĂƵƐĞĚďLJƐŽŵĞĚĞĨĞĐƚŝŶĚĞƐŝŐŶ͕ĐŽŶĚŝƟŽŶ͕ŽƌƉĞƌĨŽƌŵĂŶĐĞŽĨ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐ under this Agreement. SŽƵƌĐĞǁĞůů͛ƐƌĞƐƉŽŶƐŝďŝůŝƚLJǁŝůůďĞŐŽǀĞƌŶĞĚďLJƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ͛ƐdŽƌƚ Liability Act (Minnesota Statutes Chapter 466) and other applicable law. Supplier is not responsible ĨŽƌĂŶLJŝŶĚŝƌĞĐƚĚĂŵĂŐĞƐƚŽŝŶĐůƵĚĞůŽƐƚƌĞǀĞŶƵĞƐ͕ůŽƐƚƉƌŽĮƚƐ͕ŝŶĐŝĚĞŶƚĂů͕ƐƉĞĐŝĂů͕ƉƵŶŝƟǀĞŽƌ ĐŽŶƐĞƋƵĞŶƟĂůĚĂŵĂŐĞƐ͘
ϭϯͿ ĂƚĂWƌĂĐƟĐĞƐ͘ Supplier and Sourcewell acknowledge Sourcewell is subject to the Minnesota 'ŽǀĞƌŶŵĞŶƚĂƚĂWƌĂĐƟĐĞƐĐƚ͕DŝŶŶĞƐŽƚĂ^ƚĂƚƵƚĞƐŚĂƉƚĞƌϭϯ͘ƐŝƚĂƉƉůŝĞƐƚŽĂůůĚĂƚĂĐƌĞĂƚĞĚĂŶĚ ŵĂŝŶƚĂŝŶĞĚŝŶƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕^ƵƉƉůŝĞƌŵĂLJďĞƐƵďũĞĐƚƚŽƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚŝƐ chapter.
14) 'ƌĂŶƚŽĨ>ŝĐĞŶƐĞ͘
a) ƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͗
i) ^ƵƉƉůŝĞƌWƌŽŵŽƟŽŶ͘ Sourcewell grants to Supplier a royalty-ĨƌĞĞ͕ǁŽƌůĚǁŝĚĞ͕ŶŽŶ-exclusive ƌŝŐŚƚĂŶĚůŝĐĞŶƐĞƚŽƵƐĞƚŚĞƚƌĂĚĞŵĂƌŬ;ƐͿƉƌŽǀŝĚĞĚƚŽ^ƵƉƉůŝĞƌďLJ^ŽƵƌĐĞǁĞůůŝŶĂĚǀĞƌƟƐŝŶŐ͕ Ɖ
ƌŽŵŽƟŽŶĂůŵĂƚĞƌŝĂůƐ͕ĂŶĚŝŶĨŽƌŵĂƟŽŶĂůƐŝƚĞƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨŵĂƌŬĞƟŶŐ^ŽƵƌĐĞǁĞůů͛Ɛ Agreement with Supplier.
ii) ^ŽƵƌĐĞǁĞůůWƌŽŵŽƟŽŶ͘ Supplier grants to Sourcewell a royalty-ĨƌĞĞ͕ǁŽƌůĚǁŝĚĞ͕ŶŽŶ- ĞdžĐůƵƐŝǀĞƌŝŐŚƚĂŶĚůŝĐĞŶƐĞƚŽƵƐĞ^ƵƉƉůŝĞƌ͛ƐƚƌĂĚĞŵĂƌŬƐŝŶĂĚǀĞƌƟƐŝŶŐ͕ƉƌŽŵŽƟŽŶĂů ŵĂƚĞƌŝĂůƐ͕ĂŶĚŝŶĨŽƌŵĂƟŽŶĂůƐŝƚĞƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨŵĂƌŬĞƟŶŐ^ƵƉƉůŝĞƌ͛ƐŐƌĞĞŵĞŶƚǁŝƚŚ Sourcewell.
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b) >ŝŵŝƚĞĚZŝŐŚƚŽĨ^ƵďůŝĐĞŶƐĞ͘ dŚĞƌŝŐŚƚĂŶĚůŝĐĞŶƐĞŐƌĂŶƚĞĚŚĞƌĞŝŶŝŶĐůƵĚĞƐĂůŝŵŝƚĞĚƌŝŐŚƚŽĨĞĂĐŚ ƉĂƌƚLJƚŽŐƌĂŶƚƐƵďůŝĐĞŶƐĞƐƚŽƚŚĞŝƌƌĞƐƉĞĐƟǀĞƐƵďƐŝĚŝĂƌŝĞƐ͕ĚŝƐƚƌŝďƵƚŽƌƐ͕ĚĞĂůĞƌƐ͕ƌĞƐĞůůĞƌƐ͕ ŵĂƌŬĞƟŶŐƌĞƉƌĞƐĞŶƚĂƟǀĞƐ͕ƉĂƌƚŶĞƌƐ͕ŽƌĂŐĞŶƚƐ;ĐŽůůĞĐƟǀĞůLJ͞WĞƌŵŝƩĞĚ^ƵďůŝĐĞŶƐĞĞƐ͟ͿŝŶ ĂĚǀĞƌƟƐŝŶŐ͕ƉƌŽŵŽƟŽŶĂů͕ŽƌŝŶĨŽƌŵĂƟŽŶĂůŵĂƚĞƌŝĂůƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨŵĂƌŬĞƟŶŐƚŚĞWĂƌƟĞƐ͛ ƌĞůĂƟŽŶƐŚŝƉ͘ŶLJƐƵďůŝĐĞŶƐĞŐƌĂŶƚĞĚǁŝůůďĞƐƵďũĞĐƚƚŽƚŚĞƚĞƌŵƐĂŶĚĐŽŶĚŝƟŽŶƐŽĨƚŚŝƐƌƟĐůĞ͘
ĂĐŚƉĂƌƚLJǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌĂŶLJďƌĞĂĐŚŽĨƚŚŝƐƐĞĐƟŽŶďLJĂŶLJŽĨƚŚĞŝƌƌĞƐƉĞĐƟǀĞ sublicensees.
c) hƐĞ͖YƵĂůŝƚLJŽŶƚƌŽů͘
i) EĞŝƚŚĞƌƉĂƌƚLJŵĂLJĂůƚĞƌƚŚĞŽƚŚĞƌƉĂƌƚLJ͛ƐƚƌĂĚĞŵĂƌŬƐĨƌŽŵƚŚĞĨŽƌŵƉƌŽǀŝĚĞĚĂŶĚŵƵƐƚ ĐŽŵƉůLJǁŝƚŚƌĞŵŽǀĂůƌĞƋƵĞƐƚƐĂƐƚŽƐƉĞĐŝĮĐƵƐĞƐŽĨŝƚƐƚƌĂĚĞŵĂƌŬƐŽƌůŽŐŽƐ͘ ii)
ĂĐŚƉĂƌƚLJĂŐƌĞĞƐƚŽƵƐĞ͕ĂŶĚƚŽĐĂƵƐĞŝƚƐWĞƌŵŝƩĞĚ^ƵďůŝĐĞŶƐĞĞƐƚŽƵƐĞ͕ƚŚĞŽƚŚĞƌƉĂƌƚLJ͛Ɛ ƚƌĂĚĞŵĂƌŬƐŽŶůLJŝŶŐŽŽĚĨĂŝƚŚĂŶĚŝŶĂĚŝŐŶŝĮĞĚŵĂŶŶĞƌĐŽŶƐŝƐƚĞŶƚǁŝƚŚƐƵĐŚƉĂƌƚLJ͛ƐƵƐĞŽĨ ƚŚĞƚƌĂĚĞŵĂƌŬƐ͘
ĂĐŚƉĂƌƚLJŵĂLJŵĂŬĞǁƌŝƩĞŶŶŽƟĐĞƚŽƚŚĞŽƚŚĞƌƌĞŐĂƌĚŝŶg misuse under ƚŚŝƐƐĞĐƟŽŶ͘dŚĞŽīĞŶĚŝŶŐƉĂƌƚLJǁŝůůŚĂǀĞϯϬĚĂLJƐŽĨƚŚĞĚĂƚĞŽĨƚŚĞǁƌŝƩĞŶŶŽƟĐĞƚŽĐƵƌĞ the issue or the license/sublicense will be terminated. d) dĞƌŵŝŶĂƟŽŶ͘ hƉŽŶƚŚĞƚĞƌŵŝŶĂƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌĂŶLJƌĞĂƐŽŶ͕ĞĂĐŚƉĂƌƚLJ͕ŝŶĐůƵĚŝŶŐ WĞƌŵŝƩĞĚ^ƵďůŝĐĞŶƐĞĞƐ͕ǁŝůůŚĂǀĞϯϬĚĂLJƐƚŽƌĞŵŽǀĞĂůůdƌĂĚĞŵĂƌŬƐĨƌŽŵƐŝŐŶĂŐĞ͕ǁĞďƐŝƚĞƐ͕ĂŶĚ ƚŚĞůŝŬĞďĞĂƌŝŶŐƚŚĞŽƚŚĞƌƉĂƌƚLJ͛ƐŶĂŵĞŽƌůŽŐŽ;ĞdžĐĞƉƟŶŐ^ŽƵƌĐĞǁĞůů͛ƐƉƌĞ-printed ĐĂƚĂůŽŐŽĨ ƐƵƉƉůŝĞƌƐǁŚŝĐŚŵĂLJďĞƵƐĞĚƵŶƟůƚŚĞŶĞdžƚƉƌŝŶƟŶŐͿ͘^ƵƉƉůŝĞƌŵƵƐƚƌĞƚƵƌŶĂůůŵĂƌŬĞƟŶŐĂŶĚ ƉƌŽŵŽƟŽŶĂůŵĂƚĞƌŝĂůƐ͕ŝŶĐůƵĚŝŶŐƐŝŐŶĂŐĞ͕ƉƌŽǀŝĚĞĚďLJ^ŽƵƌĐĞǁĞůů͕ŽƌĚŝƐƉŽƐĞŽĨŝƚĂĐĐŽƌĚŝŶŐƚŽ ^ŽƵƌĐĞǁĞůů͛ƐǁƌŝƩĞŶĚŝƌĞĐƟŽŶƐ͘
15) sĞŶƵĞĂŶĚ'ŽǀĞƌŶŝŶŐůĂǁďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌKŶůLJ͘ dŚĞƐƵďƐƚĂŶƟǀĞĂŶĚƉƌŽĐĞĚƵƌĂů ůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂǁŝůůŐŽǀĞƌŶƚŚŝƐŐƌĞĞŵĞŶƚďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌ ͘sĞŶƵĞ ĨŽƌĂůůůĞŐĂůƉƌŽĐĞĞĚŝŶŐƐĂƌŝƐŝŶŐŽƵƚŽĨƚŚŝƐŐƌĞĞŵĞŶƚďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌǁŝůůďĞŝŶ ĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƟŽŶǁŝƚŚŝŶƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ͘dŚŝƐƐĞĐƟŽŶĚŽĞƐŶŽƚĂƉƉůLJƚŽĂŶLJ ĚŝƐƉƵƚĞďĞƚǁĞĞŶ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͘dŚŝƐŐƌĞĞŵĞŶƚƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚĨŽƌ^ƵƉƉůŝĞƌĂŶĚ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJƚŽŶĞŐŽƟĂƚĞƚŚŝƐƚĞƌŵƚŽǁŝƚŚŝŶĂŶLJƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚƐ͘ 16) ^ĞǀĞƌĂďŝůŝƚLJ͘ /ĨĂŶLJƉƌŽǀŝƐŝŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚŝƐĨŽƵŶĚďLJĂĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƟŽŶƚŽďĞ ŝůůĞŐĂů͕ƵŶĞŶĨŽƌĐĞĂďůĞ͕ŽƌǀŽŝĚƚŚĞŶďŽƚŚƉĂƌƟĞƐǁŝůůďĞƌĞůŝĞǀĞĚĨƌŽŵĂůůŽďůŝŐĂƟŽŶƐĂƌŝƐŝŶŐĨƌŽŵƚŚĂƚ ƉƌŽǀŝƐŝŽŶ͘/ĨƚŚĞƌĞŵĂŝŶĚĞƌŽĨƚŚŝƐŐƌĞĞŵĞŶƚŝƐĐĂƉĂďůĞŽĨďĞŝŶŐƉĞƌĨŽƌŵĞĚ͕ŝƚǁŝůůŶŽƚďĞĂīĞĐƚĞĚ ďLJƐƵĐŚĚĞƚĞƌŵŝŶĂƟŽŶŽƌĮŶĚŝŶŐĂŶĚŵƵƐƚďĞĨƵůůLJƉĞƌĨŽƌŵĞĚ͘ 17) Force Majeure. EĞŝƚŚĞƌƉĂƌƚLJƚŽƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞŚĞůĚƌĞƐƉŽŶƐŝďůĞĨŽƌĚĞ ůĂLJŽƌĚĞĨĂƵůƚĐĂƵƐĞĚ ďLJĂĐƚƐŽĨ'ŽĚŽƌŽƚŚĞƌĐŽŶĚŝƟŽŶƐƚŚĂƚĂƌĞďĞLJŽŶĚƚŚĂƚƉĂƌƚLJ͛ƐƌĞ ĂƐŽŶĂďůĞĐŽŶƚƌŽů͘ƉĂƌƚLJĚĞĨĂƵůƟŶŐ ƵŶĚĞƌƚŚŝƐƉƌŽǀŝƐŝŽŶŵƵƐƚƉƌŽǀŝĚĞƚŚĞŽƚŚĞƌƉĂƌƚLJƉƌŽŵƉƚǁƌŝƩĞŶŶŽƟĐĞŽĨƚŚĞĚĞĨĂƵůƚ͘ 18) /ŶƐƵƌĂŶĐĞŽǀĞƌĂŐĞ͘ At its own expense, Supplier must maintain valid insurance policy(ies) during ƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚǁŝƚŚŝŶƐƵƌĂŶĐĞĐŽŵƉĂŶLJ;ŝĞƐͿůŝĐĞŶƐĞĚŽƌĂƵƚŚŽƌŝnjĞĚƚŽĚŽ ďƵƐŝŶĞƐƐŝŶƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂŚĂǀŝŶŐĂŶ͞D
^d͟ƌĂƟŶŐŽĨ- ŽƌďĞƩĞƌ͕ǁŝƚŚĐŽverage and
ůŝŵŝƚƐŽĨŝŶƐƵƌĂŶĐĞŶŽƚůĞƐƐƚŚĂŶƚŚĞĨŽůůŽǁŝŶŐ͗
a) ŽŵŵĞƌĐŝĂů'ĞŶĞƌĂů>ŝĂďŝůŝƚLJ/ŶƐƵƌĂŶĐĞ͘ ^ƵƉƉůŝĞƌǁŝůůŵĂŝŶƚĂŝŶŝŶƐƵƌĂŶĐĞĐŽǀĞƌŝŶŐŝƚƐŽƉĞƌĂƟŽŶƐ͕ with coverage on an occurrence basis, and must be subject to terms no less broad than the
ATTACHMENT A
112124-SEC
v052824 11
/ŶƐƵƌĂŶĐĞ^ĞƌǀŝĐĞƐKĸĐĞ;͞/^K͟ͿŽŵŵĞƌĐŝĂů'ĞŶĞƌĂů>ŝĂďŝůŝƚLJ&Žƌŵ'ϬϬϬϭ;ϮϬϬϭŽƌŶĞǁĞƌ ĞĚŝƟŽŶͿ͕ŽƌĞƋƵŝǀĂůĞŶƚ͘ƚĂŵŝŶŝŵƵŵ͕ĐŽǀĞƌĂŐĞŵƵƐƚŝŶĐůƵĚĞůŝĂďŝůŝƚLJĂƌŝƐŝŶŐĨƌŽŵƉƌĞŵŝƐĞƐ͕ ŽƉĞƌĂƟŽŶƐ͕ďŽĚŝůLJŝŶũƵƌLJĂŶĚƉƌŽƉĞƌƚLJĚĂŵĂŐĞ͕ŝŶĚĞƉĞŶĚĞŶƚĐŽŶƚƌĂĐƚŽƌƐ͕products-completed ŽƉĞƌĂƟŽŶƐ͕ĐŽŶƚƌĂĐƚƵĂůůŝĂďŝůŝƚLJ͕ďůĂŶŬĞƚĐŽŶƚƌĂĐƚƵĂůůŝĂďŝůŝƚLJ͕ĂŶĚƉĞƌƐŽŶĂůŝŶũƵƌLJĂŶĚĂĚǀĞƌƟƐŝŶŐ ŝŶũƵƌLJ͘ůůƌĞƋƵŝƌĞĚůŝŵŝƚƐ͕ƚĞƌŵƐĂŶĚĐŽŶĚŝƟŽŶƐŽĨĐŽǀĞƌĂŐĞŵƵƐƚďĞŵĂŝŶƚĂŝŶĞĚĚƵƌŝŶŐƚŚĞƚĞƌŵ ŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘
x Ψϭ͕ϱϬϬ͕ϬϬϬĞĂĐŚŽĐĐƵƌƌĞŶĐĞŽĚŝůLJ/ŶũƵƌLJĂŶĚWƌŽƉĞƌƚLJĂŵĂŐĞ x Ψϭ͕ϱϬϬ͕ϬϬϬWĞƌƐŽŶĂůĂŶĚĚǀĞƌƟƐŝŶŐ/ŶũƵƌLJ
x ΨϮ͕ϬϬϬ͕ϬϬϬĂŐŐƌĞŐĂƚĞĨŽƌƉƌŽĚƵĐƚƐůŝĂďŝůŝƚLJ-ĐŽŵƉůĞƚĞĚŽƉĞƌĂƟŽŶƐ x ΨϮ͕ϬϬϬ͕ϬϬϬŐĞŶĞƌĂůĂŐŐƌĞŐĂƚĞ
b) ĞƌƟĮĐĂƚĞƐŽĨ/ŶƐƵƌĂŶĐĞ͘ WƌŝŽƌƚŽĞdžĞĐƵƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕^ƵƉƉůŝĞƌŵƵƐƚĨƵƌŶŝƐŚƚŽ ^ŽƵƌĐĞǁĞůůĂĐĞƌƟĮĐĂƚĞŽĨŝŶƐƵƌĂŶĐĞ͕ĂƐĞǀŝĚĞŶĐĞŽĨƚŚĞŝŶƐƵƌĂŶĐĞƌĞƋƵŝƌĞĚƵŶĚĞƌƚŚŝƐ ŐƌĞĞŵĞŶƚ͘WƌŝŽƌƚŽĞdžƉŝƌĂƟŽŶŽĨƚŚĞƉŽůŝĐLJ;ŝĞƐͿ͕ƌĞŶĞǁĂůĐĞƌƟĮĐĂƚĞƐŵƵƐƚďĞŵĂŝůĞĚƚŽ Sourcewell, 202 12th Street Northeast, P .O. Box 219, Staples, MN 56479 or provided to in an ĂůƚĞƌŶĂƟǀĞŵĂŶŶĞƌĂƐĚŝƌĞĐƚĞĚďLJ^ŽƵƌĐĞǁĞůů͘dŚĞĐĞƌƟĮĐĂƚĞƐŵƵƐƚďĞƐŝŐŶĞĚďLJĂƉĞƌƐŽŶ ĂƵƚŚŽƌŝnjĞĚďLJƚŚĞŝŶƐƵƌĞƌ;ƐͿƚŽďŝŶĚĐŽǀĞƌĂŐĞŽŶƚŚĞŝƌďĞŚĂůĨ͘ &ĂŝůƵƌĞŽĨ^ƵƉƉůŝĞƌƚŽŵĂŝŶƚĂŝŶƚŚĞ ƌĞƋƵŝƌĞĚŝŶƐƵƌĂŶĐĞĂŶĚĚŽĐƵŵĞŶƚĂƟŽŶŵĂLJĐŽŶƐƟƚƵƚĞĂŵĂƚĞƌŝĂůďƌĞĂĐŚ͘
c) ĚĚŝƟŽŶĂů/ŶƐƵƌĞĚ
ŶĚŽƌƐĞŵĞŶƚĂŶĚWƌŝŵĂƌLJĂŶĚEŽŶ-ĐŽŶƚƌŝďƵƚŽƌLJ/ŶƐƵƌĂŶĐĞůĂƵƐĞ͘ Supplier ĂŐƌĞĞƐƚŽůŝƐƚ^ŽƵƌĐĞǁĞůů͕ŝŶĐůƵĚŝŶŐŝƚƐŽĸĐĞƌƐ͕ĂŐĞŶƚƐ͕ĂŶĚĞŵƉůŽLJĞĞƐ͕ĂƐĂŶĂĚĚŝƟŽŶĂůŝŶƐƵƌĞĚ ƵŶĚĞƌƚŚĞ^ƵƉƉůŝĞƌ͛ƐĐŽŵŵĞƌĐŝĂůŐĞŶĞƌĂůůŝĂďŝůŝƚLJŝŶƐƵƌĂŶĐĞƉŽůŝĐLJǁŝƚŚƌĞƐƉĞĐƚƚŽůŝĂďŝůŝƚLJĂƌŝƐŝŶŐ ŽƵƚŽĨĂĐƟǀŝƟĞƐ͕͞ŽƉĞƌĂƟŽŶƐ͕͟Žƌ͞ǁŽƌŬ͟ƉĞƌĨŽƌŵĞĚďLJ^ƵƉƉůŝĞƌ͕ĂŶĚƉƌŽĚƵĐƚƐĂŶĚĐŽŵƉůĞƚĞĚ ŽƉĞƌĂƟŽŶƐŽĨ^ƵƉƉůŝĞƌ ͘dŚĞƉŽůŝĐLJƉƌŽǀŝƐŝŽŶ;ƐͿŽƌĞŶĚŽƌƐĞŵĞŶƚ;ƐͿŵƵƐƚĨƵƌƚŚĞƌƉƌŽǀŝĚĞƚŚĂƚ coverage is primary and not excess over or contributory with any other valid, applicable, and ĐŽůůĞĐƟďůĞŝŶƐƵƌĂŶĐĞŽƌƐĞůĨ-ŝŶƐƵƌĂŶĐĞŝŶĨŽƌĐĞĨŽƌƚŚĞĂĚĚŝƟŽŶĂůŝŶƐƵƌĞĚƐ͘
d) tĂŝǀĞƌŽĨ^ƵďƌŽŐĂƟŽŶ͘ ^ƵƉƉůŝĞƌǁĂŝǀĞƐĂŶĚŵƵƐƚƌĞƋƵŝƌĞ;ďLJĞŶĚŽƌƐĞŵĞŶƚŽƌŽƚŚĞƌǁŝƐĞͿĂůůŝƚƐ ŝŶƐƵƌĞƌƐƚŽǁĂŝǀĞƐƵďƌŽŐĂƟŽŶƌŝŐŚƚƐĂŐĂŝŶƐƚ^ŽƵƌĐĞǁĞůůĂŶĚŽƚŚĞƌĂĚĚŝƟŽŶĂůŝŶƐƵƌĞĚƐĨŽƌůŽƐƐĞƐ ƉĂŝĚƵŶĚĞƌƚŚĞŝŶƐƵƌĂŶĐĞƉŽůŝĐŝĞƐƌĞƋƵŝƌĞĚďLJƚŚŝƐŐƌĞĞŵĞŶƚŽƌŽƚŚĞƌŝŶƐƵƌĂŶĐĞĂƉƉůŝĐĂble to ƚŚĞ^ƵƉƉůŝĞƌŽƌŝƚƐƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘dŚĞǁĂŝǀĞƌŵƵƐƚĂƉƉůLJƚŽĂůůĚĞĚƵĐƟďůĞƐĂŶĚͬŽƌƐĞůĨ-insured ƌĞƚĞŶƟŽŶƐĂƉƉůŝĐĂďůĞƚŽƚŚĞƌĞƋƵŝƌĞĚŽƌĂŶLJŽƚŚĞƌŝŶƐƵƌĂŶĐĞŵĂŝŶƚĂŝŶĞĚďLJƚŚĞ^ƵƉƉůŝĞƌŽƌŝƚƐ ƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘tŚĞƌĞƉĞƌŵŝƩĞĚďLJůĂǁ͕^ƵƉƉůŝĞƌŵƵƐƚƌĞƋƵŝƌĞƐŝŵŝůĂƌǁƌŝƩĞŶĞdžƉƌĞƐƐǁĂŝǀĞƌƐ ŽĨƐƵďƌŽŐĂƟŽŶĂŶĚŝŶƐƵƌĂŶĐĞĐůĂƵƐĞƐĨƌŽŵĞĂĐŚŽĨŝƚƐƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘
e) hŵďƌĞůůĂͬ
džĐĞƐƐ>ŝĂďŝůŝƚLJͬ^
>&-/E^hZ
Z
d
Ed/KE͘ dŚĞůŝŵŝƚƐƌĞƋƵŝƌĞĚďLJƚŚŝƐŐƌĞĞŵĞŶƚĐĂŶ
ďĞŵĞƚďLJĞŝƚŚĞƌƉƌŽǀŝĚŝŶŐĂƉƌŝŵĂƌLJƉŽůŝĐLJŽƌŝŶĐŽŵďŝŶĂƟŽŶǁŝƚŚƵŵďƌĞůůĂͬĞdžĐĞƐƐůŝĂďŝůŝƚLJ ƉŽůŝĐLJ;ŝĞƐͿ͕ŽƌƐĞůĨ-ŝŶƐƵƌĞĚƌĞƚĞŶƟŽŶ͘
19) dĞƌŵŝŶĂƟŽŶĨŽƌŽŶǀĞŶŝĞŶĐĞ͘ Sourcewell or Supplier may terminate this Agreement upon 60 ĐĂůĞŶĚĂƌĚĂLJƐΖǁƌŝƩĞŶŶŽƟĐĞƚŽƚŚĞŽƚŚĞƌWĂƌƚLJ͘dĞƌŵŝŶĂƟŽŶƉƵƌƐƵĂŶƚƚŽƚŚŝƐƐĞĐƟŽŶǁŝůůŶŽƚƌĞůŝĞǀĞ ƚŚĞ^ƵƉƉůŝĞƌ͛ƐŽďůŝŐĂƟŽŶƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌĂŶLJƚƌĂŶƐĂĐƟŽŶƐĞŶƚĞƌĞĚǁŝƚŚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐƚŚƌŽƵŐŚƚŚĞĚĂƚĞŽĨƚĞƌŵŝŶĂƟŽŶ͕ŝŶĐůƵĚŝŶŐƌĞƉŽƌƟŶŐĂŶĚƉĂLJŵĞŶƚŽĨĂƉƉůŝĐĂďůĞ ĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƐ͘
20) dĞƌŵŝŶĂƟŽŶĨŽƌĂƵƐĞ͘ ^ŽƵƌĐĞǁĞůůŵĂLJƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚƵƉŽŶƉƌŽǀŝĚŝŶŐǁƌŝƩĞŶŶŽƟĐĞŽĨ ŵĂƚĞƌŝĂůďƌĞĂĐŚƚŽ^ƵƉƉůŝĞƌ ͘EŽƟĐĞŵƵƐƚĚĞƐĐƌŝďĞƚŚĞďƌĞĂĐŚŝŶƌĞĂƐŽŶĂďůĞĚĞƚĂŝůĂŶĚƐƚĂƚĞƚŚĞ ŝŶƚĞŶƚƚŽƚĞƌŵŝŶĂƚĞƚŚĞŐƌĞĞŵĞŶƚ͘hƉŽŶƌĞĐĞŝƉƚŽĨEŽƟĐĞ͕ƚŚĞ^ƵƉƉůŝĞƌǁŝůůŚĂǀĞϯϬĐalendar days
ATTACHMENT A
112124-SEC
v052824 12
ŝŶǁŚŝĐŚŝƚŵƵƐƚĐƵƌĞƚŚĞďƌĞĂĐŚ͘d ĞƌŵŝŶĂƟŽŶƉƵƌƐƵĂŶƚƚŽƚŚŝƐƐĞĐƟŽŶǁŝůůŶŽƚƌĞůŝĞǀĞƚŚĞ^ƵƉƉůŝĞƌ͛Ɛ ŽďůŝŐĂƟŽŶƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌĂŶLJƚƌĂŶƐĂĐƟŽŶƐĞŶƚĞƌĞĚǁŝƚŚWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐƚŚƌŽƵŐŚƚŚĞ
ĚĂƚĞŽĨƚĞƌŵŝŶĂƟŽŶ͕ŝŶĐůƵĚŝŶŐƌĞƉŽƌƟŶŐĂŶĚƉĂLJŵĞŶƚŽĨĂƉƉůŝĐĂďůĞĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƐ͘ ƌƟĐůĞϯ͗
^ƵƉƉůŝĞƌKďůŝŐĂƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ
dŚĞd ĞƌŵƐŝŶƚŚŝƐƌƟĐůĞϯƌĞůĂƚĞƐƉĞĐŝĮĐĂůůLJƚŽ^ƵƉƉůŝĞƌĂŶĚĂWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJǁŚĞŶĞŶƚĞƌŝŶŐ
ƚƌĂŶƐĂĐƟŽŶƐƵƟůŝnjŝŶŐƚŚĞ'ĞŶĞƌĂůd ĞƌŵƐĞƐƚĂďůŝƐŚĞĚŝŶƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚ͘ƌƟĐůĞϭ'ĞŶĞƌĂůdĞƌŵƐ ĐŽŶƚƌŽůŽǀĞƌĂŶLJĐŽŶŇŝĐƚǁŝƚŚƚŚŝƐƌƟĐůĞϯ͘tŚĞƌĞ this Master Agreement is silent on any subject, WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJĂŶĚ^ƵƉƉůŝĞƌƌĞƚĂŝŶƚŚĞĂďŝůŝƚLJƚŽŶĞŐŽƟĂƚĞŵƵƚƵĂůůLJĂĐĐĞƉƚĂďůĞƚĞƌŵƐ͘ 1) YƵŽƚĞƐƚŽWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ͘ ^ƵƉƉůŝĞƌƐĂƌĞĞŶĐŽƵƌĂŐĞĚƚŽƉƌŽǀŝĚĞĂůůƉƌŝĐŝŶŐŝŶĨŽƌŵĂƟŽŶ ƌĞŐĂƌĚŝŶŐƚŚĞƚŽƚĂůĐŽƐƚŽĨĂĐƋƵŝƐŝƟŽŶǁŚĞŶƋƵŽƟŶŐƚŽĂWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJ͘^ƵƉƉůŝĞƌƐĂŶĚ
WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐĂƌĞĞŶĐŽƵƌĂŐĞĚƚŽŝŶĐůƵĚĞĂůůĐŽƐƚƐƉĞĐŝĮĐĂůůLJĂƐƐŽĐŝĂƚĞĚǁŝƚŚŽƌŝŶĐůƵĚĞĚǁŝthin ƚŚĞ^ƵƉƉůŝĞƌƐƉƌŽƉŽƐĂůĂŶĚ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐǁŝƚŚŝŶƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚƐ͘ 2) ^ŚŝƉƉŝŶŐ͕ĞůŝǀĞƌLJ͕ĐĐĞƉƚĂŶĐĞ͕ZĞũĞĐƟŽŶ͕ĂŶĚtĂƌƌĂŶƚLJ͘ ^ƵƉƉůŝĞƌ͛ƐƉƌŽƉŽƐĂůŵĂLJŝŶĐůƵĚĞƉƌŽƉŽƐĞĚ ƚĞƌŵƐƌĞůĂƟŶŐƚŽƐŚŝƉƉŝŶŐ͕ĚĞůŝǀĞƌLJ͕ŝŶƐƉĞĐƟŽŶ͕ĂŶĚĂĐĐĞƉƚĂŶĐĞͬƌĞũĞĐƟŽŶĂŶĚŽƚŚĞƌƌĞůĞǀĂŶƚƚĞƌŵƐ ŽĨƚĞŶĚĞƌĞĚ^ŽůƵƟŽŶƐ͘^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŵĂLJŶĞŐŽƟĂƚĞĮŶĂůƚĞƌŵƐĂƉƉƌŽƉƌŝĂƚĞĨŽƌƚŚĞ
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ŶƟƚLJŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌŶŽƟĨLJŝŶŐƐƵƉƉůŝĞƌŽĨŝƚƐƚĂdž-exempt status and ĨŽƌƉƌŽǀŝĚŝŶŐ^ƵƉƉůŝĞƌǁŝƚŚĂŶLJǀĂůŝĚƚĂdž-ĞdžĞŵƉƟŽŶĐĞƌƟĮĐĂƟŽŶ;ƐͿŽƌƌĞůĂƚĞĚĚŽĐƵŵĞŶƚĂƟŽŶ͘ 4) KƌĚĞƌŝŶŐWƌŽĐĞƐƐĂŶĚWĂLJŵĞŶƚ͘ ^ƵƉƉůŝĞƌ͛ƐŽƌĚĞƌŝŶŐƉƌŽĐĞƐƐĂŶĚĂĐĐĞƉƚĂďůĞĨŽƌŵƐŽĨƉĂLJŵĞŶƚĂƌĞ ŝŶĐůƵĚĞĚǁŝƚŚŝŶŝƚƐWƌŽƉŽƐĂů͘WĂƌƟĐŝƉĂƟŶŐ
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5) dƌĂŶƐĂĐƟŽŶŽĐƵŵĞŶƚƐ͘ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŵĂLJƌĞƋƵŝƌĞƚŚĞƵƐĞŽĨŝƚƐŽǁŶĨŽƌŵƐƚŽĐŽŵƉůĞƚĞ
ƚƌĂŶƐĂĐƟŽŶƐĚŝƌĞĐƚůLJǁŝƚŚ^ƵƉƉůŝĞƌƵƟůŝnjŝŶŐƚŚĞƚĞƌŵƐĞƐƚĂďůŝƐŚĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌ͛Ɛ ƐƚĂŶĚĂƌĚĨŽƌŵĂŐƌĞĞŵĞŶƚƐŵĂLJďĞŽīĞƌĞĚĂƐƉĂƌƚŽĨŝƚƐWƌŽƉŽƐĂů͘^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJ
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LJ͛ƐƵŶŝƋƵĞ^ŽƵƌĐĞǁĞůůĂĐĐŽƵŶƚŶƵŵďĞƌ ͘
6) ĚĚŝƟŽŶĂůdĞƌŵƐĂŶĚŽŶĚŝƟŽŶƐWĞƌŵŝƩĞĚ͘ WĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJĂŶĚ^ƵƉƉůŝĞƌŵĂLJŶĞŐŽƟĂƚĞĂŶĚ
ŝŶĐůƵĚĞĂĚĚŝƟŽŶĂůƚĞƌŵƐĂŶĚĐŽŶĚŝƟŽŶƐǁŝƚŚŝŶƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚĂƟŽŶĂƐŵƵƚƵĂůůLJĂŐƌĞĞĚ͘^ƵĐŚ terms may supplant or supersede this Master Agreement when necessary and as solely determined ďLJWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͘^ŽƵƌĐĞǁĞůůŚĂƐĞdžƉƌĞƐƐůLJƌĞƐĞƌǀĞĚƚŚĞƌŝŐŚƚĨŽƌ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJƚŽĂĚĚƌĞƐƐĂŶLJŶĞĐĞƐƐĂƌLJƉƌŽǀŝƐŝŽŶƐǁŝƚŚŝŶƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚƐŶŽƚĞdžƉƌĞƐƐůLJŝŶĐůƵĚĞĚ within this Master Agreement, ŝŶĐůƵĚŝŶŐďƵƚŶŽƚůŝŵŝƚĞĚƚŽƚƌĂŶƐĂĐƟŽŶĐĂŶĐĞůůĂƟŽŶ͕ĚŝƐƉƵƚĞ
ATTACHMENT A
112124-SEC
v052824 13
ƌĞƐŽůƵƟŽŶ͕ŐŽǀĞƌŶŝŶŐůĂǁĂŶĚǀĞŶƵĞ͕ŶŽŶ-ĂƉƉƌŽƉƌŝĂƟŽŶ͕ŝŶƐƵƌĂŶĐĞ͕ĚĞĨĞŶƐĞĂŶĚŝŶĚĞŵŶŝƚLJ͕ĨŽƌĐĞ majeure, and other material terms as mutually agreed.
7) ^ƵďƐĞƋƵĞŶƚŐƌĞĞŵĞŶƚƐĂŶĚ^ƵƌǀŝǀĂů͘ ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJŵĂLJĞŶƚĞƌŝŶƚŽĂƐĞƉĂƌĂƚĞ
ĂŐƌĞĞŵĞŶƚƚŽĨĂĐŝůŝƚĂƚĞůŽŶŐ-ƚĞƌŵƉĞƌĨŽƌŵĂŶĐĞŽďůŝŐĂƟŽŶƐƵƟůŝnjŝŶŐƚŚĞƚĞƌŵƐŽĨƚŚŝƐDĂƐƚĞƌ ŐƌĞĞŵĞŶƚĂƐŵƵƚƵĂůůLJĂŐƌĞĞĚ͘^ƵĐŚĂŐƌĞĞŵĞŶƚƐŵĂLJƉƌŽǀŝĚĞĨŽƌĂƉĞƌĨŽƌŵĂŶĐĞƉĞƌŝŽĚĞdžƚĞŶĚŝŶŐ beyond thĞĨƵůůƚĞƌŵŽĨƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚĂƐĚĞƚĞƌŵŝŶĞĚŝŶƚŚĞĚŝƐĐƌĞƟŽŶŽĨWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͘
8) WĂƌƟĐŝƉĂƟŶŐĚĚĞŶĚƵŵƐ͘ ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŵĂLJĞŶƚĞƌĂWĂƌƟĐŝƉĂƟŶŐĚĚĞŶĚƵŵŽƌ
ƐŝŵŝůĂƌĚŽĐƵŵĞŶƚĞdžƚĞŶĚŝŶŐĂŶĚƐƵƉƉůĞŵĞŶƟŶŐƚŚĞƚĞƌŵƐŽĨƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚƚŽĨĂĐŝůŝƚĂƚĞ ĂĚŽƉƟŽŶĂƐŵĂLJďĞƌĞƋƵŝƌĞĚďLJĂWĂƌƟĐŝƉĂƟŶŐ
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Sourcewell Sharp Electronics Corporation
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__________________ LJ͗ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ
:ĞƌĞŵLJ^ĐŚǁĂƌƚnj Mike Marusic
dŝƚůĞ͗ŚŝĞĨWƌŽĐƵƌĞŵĞŶƚKĨĨŝĐĞƌ dŝƚůĞ͗President and CEO ĂƚĞ͗ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ ĂƚĞ͗ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ
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