City Council and Concurrent Authorities
March 31, 2026

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Bid Number: RFP 112124 Vendor Name: Sharp Electronics Corporation 









 




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Bid Number: RFP 112124 Vendor Name: Sharp Electronics Corporation 









 


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Bid Number: RFP 112124 Vendor Name: Sharp Electronics Corporation 









 


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Bid Number: RFP 112124 Vendor Name: Sharp Electronics Corporation 









 




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Bid Number: RFP 112124 Vendor Name: Sharp Electronics Corporation 









 


 ATTACHMENT A
Bid Number: RFP 112124 Vendor Name: Sharp Electronics Corporation 89 Warranty program Yes
No
Sharp Electronics provides our Sourcewell
participating entities our Sharp Three Year
Performance Guarantee. The Three Year
Performance Guarantee begins at the date of
installation. The equipment purchased must be
maintained under a full Service Maintenance
Agreement offered through the awarded contract
with a Sharp Authorized Dealer or SBS branch
and operated using
only genuine Sharp supplies and parts. This
guarantee applies to all products procured through
and billed through our National Account Program,
but is not applicable to equipment that has been
damaged by accident or misuse, including
improper voltage. If it is determined that the
equipment was maintained using other than
genuine Sharp supplies and parts, the Three Year
Performance Guarantee will no longer be valid.

This Three Year Performance Guarantee is
provided as an assurance that Sharp Products and
the Sharp Authorized Dealer network are
committed to your total satisfaction.

See Table 3 Ability to Sell and Deliver Solutions
for details on the Three Year Performance
Sharp Canada
Our standard warranty period on new equipment is
90 days.

Warranty coverage beyond the standard 90 days
can be included with the purchase of an optional
Service and Maintenance agreement for the
duration of the agreement. Cost is typically covered
in a Cost-per-Impression maintenance agreement.
*
Table 9: Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text.

Line Item 90. NOTICE: To identify any exception, or to request any modification, to Sourcewell standard Master Agreement terms, conditions, or specifications, a Proposer must submit the proposed exception(s) or requested modification(s) via redline in the Master Agreement Template provided in the "Bid Documents" section. Proposer must upload the redline in the "Requested Exceptions" upload field. All exceptions and/or proposed modifications are subject to review and approval by Sourcewell and will not automatically be included in the Master Agreement.

Do you have exceptions or modifications to propose? Acknowledgement* Yes
No
Documents
Ensure your submission document(s) conforms to the following :

1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.

2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.

3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.

4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the 









 


 ATTACHMENT A
Bid Number: RFP 112124 Vendor Name: Sharp Electronics Corporation zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." 









 


 ATTACHMENT A
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Bid Number: RFP 112124 Vendor Name: Sharp Electronics Corporation 









 




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Bid Number: RFP 112124 Vendor Name: Sharp Electronics Corporation 









 


 ATTACHMENT A
5 (Rev. ..2025)

EXHIBIT B

INSURANCE REQUIREMENTS

ATTACHMENT A
REV 2025-06-04
Exhibit B:

Insurance Requirements for Services
(Equipment – Setup of Equipment, Training of New Equipment, Removal of Equipment, Maintenance & Repair of Equipment, Transport/Drop Off/Pick Up of Equipment) Contractor 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 the Contractor, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “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: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

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

If the Contractor 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:

AAdditional 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

ATTACHMENT A
REV 2025-06-04
operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. Coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

PPrimary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 12 19 as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

Umbrella or Excess Policy
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. 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.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any 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.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Stockton for all work performed by the Contractor, its employees, agents and subcontractors.

Self-Insured Retentions
Self-ins
ured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Contractor to purchase coverage with a lower

ATTACHMENT A
REV 2025-06-04
retention or provide proof of ability to pay losses and related expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self- insured retention may be satisfied by either the named insured or City of Stockton.

AAcceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.

Claims Made Policies (Professional & Pollution only)
If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work .

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

Verification of Coverage
Cont
ractor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause All documents are to be received and approved by the City of Stockton before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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

ATTACHMENT A
REV 2025-06-04
Its Officers, Officials, Employees, and Volunteers
425 N El Dorado Street
Stockton, CA 95202

ATTACHMENT A
City of Stockton
Legislation Text
File #: 26-0062, Version: 1

APPROVE MOTION TO ENTER INTO A NEW CONTRACT WITH ESRI FOR PROFESSIONAL

SERVICES AND EXTEND PURCHASE AUTHORITY FOR ESRI SOFTWARE MAINTENANCE AND

SUPPORT

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

1. Enter into a contract with Environmental Systems Research Institute, Inc. (ESRI) for professional services in a one-time amount of $100,575 (Attachment A).

2. Authorize Purchase Authority for ongoing ESRI software maintenance and support, quoted at $186,823.42, effective August 4, 2026, to August 3, 2028 (Attachment B).

3. Authorize additional subscriptions for an estimated amount of $52,000 over the next two years.

4. Approve findings for an exception to the competitive bidding process; and

5. Authorize the City Manager, or designee, to take necessary and appropriate actions to carry out the purpose and intent of this motion.

Summary
The City utilizes ESRI’s Geographic Information System (GIS) software for mapping, spatial analysis, and data visualization across multiple departments. To ensure continuity of operations and maintain compliance with licensing requirements, the City must renew its ESRI software maintenance agreement and engage ESRI professional services for system optimization and integration projects.

The City plans to enter into a one-time contract with ESRI for professional services totaling $100,575.

In addition, the City will continue its software maintenance and support contract with ESRI for a two- year term, estimated at $186,823.42, from August 4, 2026, through August 3, 2028. Furthermore, the City will add additional subscriptions over the next two years in the amount of $52,000.

DISCUSSION
Background
Through a Request for Proposal process in 1988, the City entered into an agreement with ESRI to provide GIS mapping licenses. In 1993 the City approved the purchase of computer hardware (Resolution 93-0571) to replace and expand the use of the GIS system. In 1994 the ESRI agreement City of Stockton Printed on 3/26/2026Page 1 of 3
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File #: 26-0062, Version: 1
was amended (Resolution 94-0154) to purchase additional GIS software to support departmental automated mapping. In 2011 the ESRI maintenance agreement was reinstated (Resolution 11-0308), as only ESRI provides the needed maintenance support that is compatible with the software. ESRI is the sole source provider of maintenance and support for its proprietary GIS software. The City has relied on ESRI solutions for many years, supporting critical functions such as asset management, public safety, and infrastructure planning.

Present Situation
The current ESRI maintenance agreement is set to renew in August 2026. Without renewal, the City risks losing access to essential updates, security patches, and vendor support. The professional services engagement will assist with advanced GIS projects, integration with enterprise systems, and staff training.

The proposed agreement includes:
· Professional Services: $100,575 for consulting, configuration, and implementation support. · Software Maintenance: Two-year term for updates, patches, and technical support, estimated at $186,823.42.
· Additional Subscriptions: $52,000 over the next two years.

Findings
Stockton Municipal Code Section 3.68.070.A.4 provides an exception to the competitive bidding process in cases where the City Council has approved findings that support and justify the purchase:

1. Proprietary Software: ESRI’s GIS platform and associated maintenance services are proprietary. No other vendor can provide updates, patches, or technical support for ESRI software.

2. Continuity of Operations: The City must maintain ESRI software to ensure uninterrupted GIS functionality, which supports critical operations such as infrastructure planning, public safety, and asset management.

3. Strategic Review: Procurement staff reviewed current and future GIS requirements and determined that continuing this multi-year agreement with ESRI provides cost predictability and operational stability during ongoing system enhancements.

4. Market Consistency: The agreements reflect pricing consistent with industry standards for GIS software maintenance and professional services.

FINANCIAL SUMMARY
The total cost associated with this request for purchase authority is $339,458.42 (Table 1), which City of Stockton Printed on 3/26/2026Page 2 of 3
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File #: 26-0062, Version: 1
includes a new one-time fee of $100,575 for professional services and $52,000 for additional subscriptions over the next two years, along with the continuation of the existing maintenance and support contract for two years, estimated at $186,823.42. There is a sufficient FY 2025-26 budget appropriated in the Technology Internal Service Fund account 3020-000-630013-510-511. Future annual costs will be included in the annual budget development approval process.

Table 1: Total Request for Purchase Authority
Expenditure Description FY 2025-26 FY 2026-27 FY 2027-28 Estimated Total
Annual Maintenance &
Support
$93,441.71 $93,441.71 $186,823.42
Professional Services $100,575.00 $100,575.00
Additional Subscriptions $20,000.00 $32,000.00 $52,000.00 Totals: $100,575.00 $113,441.71 $125,441.71 $339,458,42 Attachment A - ESRI Professional Services Agreement
Attachment B - ESRI Multi-Year Renewal Quote
City of Stockton Printed on 3/26/2026Page 3 of 3
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ATTACHMENT A
Advantage Program Agreement
E204AP Page 1 of 17 August 1, 2025
Agreement No. __________
This Advantage Program Agreement ( Agreement ) is between the entity shown below ( Customer ) and Environmental Systems Research Institute, Inc.( Esri ), a California corporation with a place of business at 380 New York Street, Redlands, California 92373-8100 USA.

This Agreement sets forth the terms under which Esri provides the Advantage Program to the Customer. This Agreement does not apply to Software, Online Services, Data, or Maintenance, or to development Professional Services. The terms of use for these Esri Offerings are set forth in the applicable signed master agreement or, if the Customer has no such agreement, the terms of Esris Master Agreement found at https://www.esri.com/en- us/legal/terms/full-master-agreement.

This Agreement is the sole and entire agreement of the parties as to the subject matter of this Agreement and supersedes any previous agreements, understandings, and arrangements relating to such subject matter. Neither party has relied on any statement, representation, or warranty not expressly stated in this Agreement. This Agreement comprises this signature page, the terms and conditions that begin on the following page, and all referenced attachments. Except for Product or Service descriptions, quantities, pricing, and delivery instructions, or as agreed in an Ordering Document signed by both parties, all terms included in any Ordering Document are void and of no effect. Any modification(s) or amendment(s) to this Agreement must be in writing and signed by both parties.

The parties may sign this Agreement in counterparts or via electronic signatures; such execution is valid even if an original paper document bearing both parties
original signatures is not delivered. This Agreement is executed and effective as of the last date signed below.

The authorized representatives of each party accept and agree to the terms of this Agreement by signing below:

ENVIRONMENTAL SYSTEMS RESEARCH
(Customer) INSTITUTE, INC. (Esri)
Legal Address: 380 New York Street, Redlands, CA 92373-8100 By: By:

Authorized Signature Authorized Signature
Printed Name: Printed Name:

Title: Title:

Date: Date:

Customer Contact Information
Contact: Telephone:

Address: Fax:

City, State, ZIP: Email:

ATTACHMENT A

ATTACHMENT A

E204AP

Attachment A contains definitions of capitalized terms used throughout this Agreement. Each section of this Agreement may include additional definitions that are used exclusively within that section.

1.0 GENERAL GRANT OF RIGHTS AND RESTRICTIONS

1.1 Grant of Rights. In consideration of Customers payment of all applicable fees and in accordance with this Agreement, Esri

a. Provides Services as set forth in this Agreement;
b. Grants to Customer a nonexclusive, nontransferable right and license or subscription to access and use Esri Offerings as set forth in the Specifications and applicable Ordering Documents; and c. Authorizes Customer to copy and make derivative works of the Documentation for Customer s own internal use in conjunction with Customer s authorized use of Esri Offerings. Customer will include the following copyright attribution notice acknowledging the proprietary rights of Esri and its licensors in any derivative work:

Portions of this document include intellectual property of Esri and its licensors and are used under license.

Copyright © [Customer will insert the actual copyright date(s) from the source materials.] Esri and its licensors. All rights reserved.

The grants of rights in this section (i) continue for the duration of the subscription or applicable Term or perpetually if no Term is applicable or identified in the Ordering Documents and (ii) are subject to additional rights and restrictions in this Agreement including Attachment B.

1.2 Consultant or Contractor Access. Customer may authorize its consultants or contractors to (i) host Esri Offerings for Customer s benefit and (ii) use Esri Offerings exclusively for Customers benefit. Customer will be solely responsible for its consultants and contractors compliance with this Agreement and will ensure that each consultant or contractor discontinues use of Esri Offerings upon completion of work for Customer. Access to or use of Esri Offerings by consultants or contractors that is not exclusively for Customer s benefit is prohibited.

1.3 Reservation of Rights. All Esri Offerings are the copyrighted works of Esri or its licensors; all rights not specifically granted in this Agreement are reserved.

1.4 Customer Content. Esri does not acquire any rights in Customer Content under this Agreement other than as needed to provide Esri Offerings and Services to Customer.

2.0 OWNERSHIP OF DELIVERABLES. Esri or its licensors own and retain ownership of Deliverables.

2.1 System and Data Access. Each Activity Description will specify any requirement for Customer to give Esri personnel access to Customer
s systems or data.

3.0 ESRI MANAGED CLOUD SERVICES

3.1 Definitions. The following definitions supplement the definitions provided in Attachment A:

a. Esri Managed Cloud Services Environment means the hardware, Software, Data, and network platform that Esri or its third-party supplier provides as part of Esri Managed Cloud Services. b. Hosting means the business of housing and making accessible Customer Content via the Internet.

3.2 Provision of Esri Managed Cloud Services.

a. General Terms. Use of Esri Managed Cloud Services is subject to the Cloud Services terms found in Attachment B of this Agreement.
b. Requirements Planning. It is Customer s responsibility to plan for and address with Esri changes to Customer s requirements, such as the need for additional capacity, the update of an application or dataset, or increased level of system availability.

ATTACHMENT A

ATTACHMENT A

E204AP

c. Compensation and Expenses. Esri will invoice Customer for the one-time setup fee upon Activity Description. Thereafter, Esri deduct Learning and Service Credits monthly for the Esri Managed Cloud Services to be provided the following month. Customer is responsible for any shipping or temporary storage costs incurred during the delivery of Customer Content to Esri or removal of Customer Content from the Esri Managed Cloud Services Environment.
d. Risk of Loss. Risk of loss for all Customer Content shall at all times remain with Customer, and it is Customer
s sole responsibility to maintain regular backups of Customer Content. Risk of loss for the Esri Managed Cloud Services Environment shall at all times remain with Esri. e. Personally Identifiable Information. Prior to providing any Customer Content under this Agreement, Customer shall notify Esri if Customer Content includes personally identifiable information. f. Public Software. Customer may not use, and may not authorize its end users or contractors to combine or use any Esri Offerings with any software (including any underlying dependencies), documentation, or other material distributed under an open source or other similar licensing or distribution model that requires as a condition of such model that any component of the Esri Offering to be (1) disclosed or distributed in source code form, (2) made available free of charge to third parties, or (3) modifiable without restriction by third parties.
g. Monitoring. Customer will provide information and other materials related to its Customer Content as reasonably requested by Esri or its Hosting partner to verify Esri s or Customer s compliance with this
Agreement. Esri or its Hosting partner, as applicable, may browse, index, or otherwise monitor the external interfaces of any Customer Content solely for the purpose of verifying compliance with this Agreement.

4.0 TRAINING

4.1 Definitions. The following definitions supplement the definitions provided in Attachment A:
a. Customer-Supplied Training Data means any digital dataset(s) including, but not limited to, geographic vector data, coordinates, raster data reports, or associated tabular attributes supplied by Customer for use in training.
b.

Esri Academy LMS Integration Subscription means an optional term-limited subscription to Esri Academy enabling a specific number of unique Customer student(s) access to Self-Paced E-Learning through the customer s Learning Management System.
c. Esri E-Learning Content (SCORM Format) License means an optional term-limited license that provides Esri customers with Esri s e-learning content in SCORM (Shareable Content Object Reference Model) format to import into their Learning Management System.
d. Esri Mobile Lab means a service in which Esri will deliver and set up a training environment at the Customer s site for use in conjunction with scheduled Esri Training Events only. The Esri Mobile Lab will include certain hardware, software, power cords, and network switches necessary for the instructor to set up the environment.
e. Esri Training Event(s) means an Esri site class, Esri instructor-led online class, a Customer site/private class, workshop, or coaching services.
f. Esri Training Representative means Customer s primary Esri liaison in organizing private Esri Training Events.
g. Student(s) means a Customer employee or agent who is a registered participant in a specific Esri Training Event or Training-related services. If Customer is an individual, then Student means Customer. h. Training Pass means a nonrefundable, nontransferable block of prepaid training days with a fixed price per day throughout the Term of the Training Pass.
i. Esri Mobile Router means a service in which Esri will deliver and setup a mobile router at the Customers site for use in conjunction with a scheduled Esri Training Event only. The mobile router provides high-speed wireless internet access needed to run the Esri Training Event. j. Learning Management System or LMS shall mean third-party software acquired separately by Customer that allows Customer to consume E-Learning Content (SCORM Format) for the purpose of re- serving it to the Customer s internal employees.

ATTACHMENT A

ATTACHMENT A

E204AP

4.2 Permitted and Prohibited Uses.
a. Esri provides Training Materials for Training purposes only and for the exclusive use of the Student who attends the Training course for which the Training Materials are provided. b. Customer may reproduce copies of Training Materials for registered Students. c. Customer may not and may not permit any Student to (i) separate the component parts of Training Materials for any use or (ii) use audio or video recording equipment during an Esri Training Event. d. Esri may issue temporary Product authorizations if Customer has an insufficient number of Products available for Training. Customer may use such Products as Training Materials under the terms of this Agreement.

Customer will uninstall all deployed Products and return any media provided by Esri upon conclusion of the Esri Training Event.
e. Customer will retain ownership of any Customer-Supplied Training Data.

4.3 Esri
s Responsibilities.

Esri will

a. Provide an instructor qualified to conduct Training; b. Provide all necessary Training Materials for Student; and c. Confirm Esri Training Events approximately 10 business days prior to the scheduled start date. Esri will only confirm Student registrations that include a payment method. Registrations without a confirmed payment method are placed on the reservation waiting list. All reservations on the waiting list are subject to availability.

Customer site/Private class and coaching services confirmation is also dependent on receipt of the completed Customer site training request form.

4.4 Customer s Responsibilities.

Customer will

a. Ensure that all Students have received confirmation from Esri to participate in an Esri Training Event. Esri reserves the right to disconnect any Student who permits unregistered student access to an online classroom Esri Training Event. In such case, the full Esri Training Event fee will be invoiced and payable; b. Ensure that all Students meet the minimum prerequisites for the applicable Esri Training Event as listed on Esri s training website;
c. Submit Student registrations with payment method information at least 15 business days before the scheduled start date;
d. Provide the Esri Training Representative with a list of names and email addresses of any Students who are to attend an Esri Training Event at least 3 business days before the scheduled start date, for compliance with the US embargoed country lists and the various US Government Lists of Parties of Concern or Specially Designated Nationals lists;
e. For classes held at the Customer-designated facility, complete a client-site training request form; consult with Esri personnel to determine classroom, computer, and network requirements; and provide all such required classrooms, computers, and network access;
f. Ensure that Student use of Training Materials provided by Esri complies with the terms of this Agreement; and g. Assume full liability and responsibility for Student attending Training course(s) under this Agreement. h. If the Esri Mobile Lab or Mobile Router is used, Customer will

1. Take delivery of the Esri Mobile Lab or Mobile Router from the shipping agent, and keep it in a secure, locked area at all times;

2. Immediately report any previously damaged Esri Mobile Lab or Mobile Router equipment to the Esri Training Representative upon receipt of the shipment; and

3. Be financially responsible for loss of, damage to, or theft of Esri Mobile Lab or Mobile Router equipment while in Customer s possession.

ATTACHMENT A

ATTACHMENT A

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4.5 Student Registration and Training Event Change Policy. a. Customer will provide advance written notice to Esri Customer Service at [email protected] to reschedule or cancel any Esri Training Event or to substitute a student in a scheduled Esri Training Event. b. A replacement Student must be from the same Customer organization as the Student being replaced. c. If Customer reschedules an Esri Training Event three or fewer days before the scheduled start date, Esri will charge Customer 50 percent of the fee plus the cost of the rescheduled Esri Training Event. d. If Customer (i) cancels an Esri Training Event 3 or fewer days before the scheduled start date without concurrently rescheduling or (ii) is absent without notice from the Esri Training Event, Customer will be liable for the full Esri Training Event fee.
e. If cancellation of an Esri Training Event is necessary due to causes beyond the party s reasonable control, the affected party may reschedule or cancel the Esri Training Event without incurring any liability. f. Termination of Agreement. Students who are currently registered for an Esri Training Event as of the date of termination of this Agreement may attend the scheduled Esri Training Event, subject to the terms and conditions of this Agreement.

4.6 Compensation.

a. Esri will deduct Customer Learning and Service Credits upon completion of the Esri Training Event or on purchase of a Training Pass.

4.7 Availability and General Provision of Wireless Service

a. Esri will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to wireless service interruptions or unavailability.

4.8 Esri E-Learning in the Customer
s Learning Management System
a. Esri E-Learning Content (SCORM format) License, specific terms of use incorporated by reference are found at https://www.esri.com/content/dam/esrisites/en-us/media/legal/scorm-lms/scorm-terms-and-conditions.pdf b. Esri Academy LMS Integration Subscription, specific terms of use incorporated by reference are found at https://www.esri.com/content/dam/esrisites/en-us/media/legal/scorm-lms/lms-terms-and-conditions.pdf

5.0 ADVANTAGE PROGRAM

5.1 Definitions. The following definitions supplement the definitions provided in Attachment A:

a. Activity Description means a mutually agreed upon written statement that confirms the number of Learning and Services Credits that Esri estimates is required to perform an activity and authorizes Esri to begin work based on such estimate. The Activity Description serves as the Task Order for Services provided under the Advantage Program.
b. Advantage Program means either Advantage Program, as described at www.esri.com/services/eeap/components, or the Advantage Program for Partners, as described at www.esri.com/partners/bpap/components.
c. Authorized Contact means Customers point of contact for the Advantage Program identified below. d. Learning and Services Credits means a contracted unit of exchange that Customer may use to acquire Professional Services, Training, PSS, Esri Managed Cloud Services, or related travel expenses as described below.
e. Premium Support Services or PSS means a prioritized incident management and technical support program further described at https://support.esri.com/en/support/premium. f. Advisor means an Esri consultant assigned to work with Customer to provide Professional Services such as advising Customer on GIS strategies, facilitating annual planning, and developing and coordinating a collaborative work plan under the Advantage Program.

5.2 Advantage Program Description. The Advantage Program is provided on an order-by-order, annual subscription basis and provides strategy and planning support in addition to a menu of items including

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Professional Services, Training, PSS, and Esri Managed Cloud Services that Customer can select to best meet its needs with guidance from Advisor. The Advantage Program may change from time to time. The Advantage Program includes the following:

a. Advisor. Customer will receive up to the number of Advisor hours ordered. Customer may elect to retain additional Advisor hours for a supplemental price.
b. Annual Planning Meeting. A 1-day annual planning meeting is included. c. Work Plan. A collaboratively developed document is designed to drive the programs implementation through definition of Customer s GIS vision, goals, and objectives. d. Learning and Services Credits. Customer will receive the number of Learning and Services Credits ordered.

Customer may use the credits toward any combination of Professional Services, Training, PSS, Esri Managed Cloud Services, or related travel expenses. Customer may order, for an additional price, additional Learning and Services Credits. Learning and Services Credits may be exchanged as described at the applicable Advantage Program website. Esri will provide a monthly report outlining usage of Learning and Services Credits to date to the Authorized Contact.
e. Technology Webcasts. Esri will provide an email invitation to the Authorized Contact for webcasts presenting business and technical information related to enterprise GIS. f. No Project Services. The Advantage Program is not designed for Esri to provide project-specific Professional Services such as custom application or database development for solutions or applications. Esri will not provide these types of Professional Services under the Advantage Program and does not warrant that Deliverables provided under an Advantage Program will comply with Specifications.

5.3 Authorized Contact Information. Customer identifies the following person as its initial Authorized Contact.

(to be completed by Customer):

Contact Name:

Address:

City, State, ZIP:

Email:

Telephone:

Fax:

5.4 Current on Maintenance. Customer must remain current on standard Software Maintenance during the Advantage Program term.

5.5 Authorization of Learning and Services Credits Use. Customer will contact its account manager or Advisor to consume Learning and Services Credits for a particular request. Esri will submit an Activity Description by email to Customer for confirmation and authorization to use Learning and Services Credits. Customer may authorize the consumption of Learning and Services Credits by submitting an email. Esri will begin work and deduct the estimated credit amount stated in the Activity Description from the unused Learning and Services Credits available.

5.6 Activity Descriptions for Esri Managed Cloud Services. The Activity Description for Esri Managed Cloud Services orders must include the following:

a. The Esri Managed Cloud Services Term. The time period in which Esri provides the Esri Managed Cloud Services to Customer. The Esri Managed Cloud Services term does not begin until setup and deployment of the data and application are complete.
b. Targeted System Availability. The minimum percentage of time that Customer has external access to the application and associated Customer Content through the Internet. Examples of supported levels of system availability are 95 percent, 99 percent, and 99.9 percent. Not all Esri Managed Cloud Services offerings include a Targeted System Availability.
c. Number of Anticipated Requests. A The number of requests made by an end user through a client (e.g., desktop computer, web application, mobile device) and sent to a server(s) that is set up in the Esri Managed Cloud Services Environment by Esri and performs computational tasks on behalf of the end user. An example

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of a common request used in a GIS is a map request. A map request is made every time a user pans, zooms, or queries a map service.
d. Amount of Data Storage. The storage capacity required to retain digital data, which is to be used and consumed in Customer GIS applications or Cloud Services. e. Learning and Services Credits Consumption. The price for the Esri Managed Cloud Services in Learning and Services Credits.

The Data storage location may be defined in the Activity Description.

5.7 Travel and Per Diem Expenses. Any Esri travel and per diem expenses will be quoted separately. Travel expenses will include a 15 percent burden, and meal per diem will be determined in accordance with the full daily limits specified on the government Defense Travel website at Defense Travel website at https://www.defensetravel.dod.mil/site/perdiemCalc.cfm. Customer will use Learning and Services Credits for travel and per diem expenses.

5.8 Notification of Consumed Credits. Esri will notify Customer if the authorized Learning and Services Credits are consumed prior to completion of the requested work. Customer may elect to direct the use of additional Learning and Services Credits, if available; procure additional Learning and Services Credits; or notify Esri to stop work on such requested work. Esri reserves the right to stop work if Customer has consumed all its Learning and Services Credits.

5.9 Review of Proposed Activities. Any activities proposed to be completed under the Advantage Program will be subject to Esri s review and approval to ensure alignment with the intent of the program.

5.10 Invoicing.

a. Esri shall invoice Customer as quoted for the Advantage Program subscription, additional Learning and Services Credits, or Advisor services upon receipt of Customers order. Subsequently, Esri will invoice annually at least 30 days in advance of the Advantage Program subscription expiration date. Esri will extend the Advantage Program subscription for a subsequent annual term upon receipt of Customers payment of the renewal invoice. Esri will invoice fees for additional Learning and Services Credits or Advisor services upon receipt of Customer s order.
b. Pricing for program renewals and new or additional Services will be in accordance with Esri s standard pricing at the time of purchase or renewal.

5.11 Termination and Expiration. Upon termination or expiration of an Advantage Program subscription:

a. Services will end as of the expiration or termination date stated; and b. Unless either party terminates the Advantage Program subscription for cause, Customer may apply any unused Learning and Services Credits toward any Professional Services, Training, PSS, or related travel expenses that are scheduled as of the termination or expiration date, provided that the Learning and Services Credits are used within 3 months after the termination or expiration date. Any other unused Learning and Services Credits will expire 30 days after the expiration or termination date; if Customer renews the Advantage Program subscription within this time period, any unused Learning and Services Credits will remain valid for up to 2 years from the purchase date or termination of this Agreement, whichever comes first.

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ATTACHMENT A

GLOSSARY OF TERMS
The following glossary of terms applies to all Esri Offerings and Services that Esri may provide to its customers.

Certain Esri Offerings or Services may not be within the scope of this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement.

Affiliate means any entity that directly or indirectly (i) Controls; (ii) is Controlled by; or (iii) is under common Control with a party, where Control means having more than 50 percent of the voting stock or other voting interest in the Controlled entity.

API means application programming interface.

ArcGIS Website means www.arcgis.com and any related or successor websites.

Authorization Code(s) means any key, authorization number, enablement code, login credential, activation code, token, user name and password, or other mechanism required for use of Esri Offerings.

Beta means any alpha, beta, or other prerelease version of a Product.

Cloud Services means Esri Managed Cloud Services.

Content means data, images, photographs, animations, video, audio, text, maps, databases, data models, spreadsheets, user interfaces, graphics components, icons, software, and other resources used in connection with Esri Offerings and Services.

Control means having more than 50 percent of the voting stock or other voting interest in the Controlled entity.

Customer Content means any Content that Customer provides, uses, or develops in connection with Customer s use of Esri Offerings or Services, including Value-Added Applications. Customer Content excludes any feedback, suggestions, or requests for improvements that Customer provides to Esri.

Data means any commercially available digital dataset(s) including, but not limited to, geographic vector data, raster data reports, or associated tabular attributes that Esri bundles with other Esri Offerings or delivers independently.

Deliverables means anything that Esri delivers to Customer as a result of performance of Professional Services.

Documentation means all user reference documentation that Esri provides with a Deliverable or an Esri Offering.

Esri Managed Cloud Services means a Customer-specific cloud infrastructure, Software, Data, and network platform that Esri hosts, manages, and makes available to Customer or Customers end users via the Internet.

Esri Offering(s) means Training or Professional Services that Esri provides directly to Customer, including Deliverables and Training Materials. Esri Offerings exclude Services and Third-Party Content.

GIS means geographic information system.

Maintenance means a subscription program that Esri provides and that entitles Customer to Product updates and other benefits such as access to technical support and self-paced, web-based learning resources.

Malicious Code means software viruses; worms; time bombs; Trojan horses; or any other computer code, files, denial of service, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.

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Online Services means any commercially available, Internet-based geospatial system that Esri provides, including applications and associated APIs for storing, managing, publishing, and using maps, data, and other information. Online Services exclude Data and Content.

Ordering Document(s) means a sales quotation, purchase order, proposal, Task Order, or other document identifying Esri Offerings, updates, or Services that Customer orders.

Perpetual License means a license to use a version of the Esri Offering for which applicable license fees have been paid, indefinitely, unless terminated by Esri or Customer as authorized under this Agreement.

Product(s) means Software, Data, and Online Services.

Professional Services means any development or consulting services that Esri provides to Customer.

Sample(s) means sample code, sample applications, add-ons, or sample extensions of Products.

Service(s) means Esri Managed Cloud Services, Training, or Professional Services directly to Customer, then Services also include Esri Managed Cloud Services, Training, and Professional Services.

Software means any proprietary commercial off-the-shelf software, excluding Data, accessed or downloaded from an Esri-authorized website or that Esri delivers on any media in any format including backups, updates, service packs, patches, hot fixes, or permitted merged copies.

Specification(s) means (i) the scope of work set forth in any Activity Description, or (ii) Esris published course descriptions for Training.

Subscription means a license for use of an Esri Offering for a limited time period or a right to receive Services for a limited time period.

Task Order(s) means an Ordering Document for Services.

Term License means a license for use of an Esri Offering for a limited time period (Term ).

Third-Party Content means any Content that Customer may obtain from a third-party website or that persons other than Esri employees, suppliers, or contractors may directly contribute to Esris website.

Training means (i) Product training or (ii) related training that Esri provides under this Agreement.

Training Materials means digital or printed Content required to complete Training, which may include, but is not limited to, workbooks, data, concepts, exercises, assessments, and exams.

Value-Added Application(s) means an application developed by Customer for use in conjunction with the authorized use of any Software, Data, or Online Services.

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ATTACHMENT B

GENERAL TERMS AND CONDITIONS
The following general terms and conditions apply to all Esri Offerings and Services that Esri may offer to its customers. Certain Esri Offerings or Services may not be available under this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement.

ARTICLE B.1 GENERAL USE RESTRICTIONS

Except as expressly permitted in this Agreement, Customer will not

a. Sell, rent, lease, sublicense, distribute, lend, time-share, or assign Services or Esri Offerings; b. Distribute or provide direct access to Services or Esri Offerings to third parties, in whole or in part, including, but not limited to, extensions, components, or Dynamic Link Libraries; c. Distribute Authorization Codes to third parties;
d. Reverse engineer, decompile, or disassemble any Product or Deliverable delivered in compiled form; e. Make any attempt to circumvent the technological measure(s) that controls access to or use of Esri Offerings; f. Store, cache, use, upload, distribute, or sublicense Content or otherwise use Esri Offerings in violation of Esri
s or a third-party s rights, including intellectual property rights, privacy rights, nondiscrimination laws, export laws, or any other applicable law or regulation; g. Remove or obscure any Esri or its licensors patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any Esri Offerings, output, metadata file, or online or hard-copy attribution page of any Data or Documentation;
h. Unbundle or independently use individual or component parts of Esri Offerings; i. Incorporate any portion of Esri Offerings into a product or service for third-party use that competes with the Esri Offerings;
j. Publish or in any other way communicate the results of benchmark tests run on Beta Products without the prior written permission of Esri and its licensors; or
k. Use, incorporate, modify, distribute, provide access to, or combine any Esri Offerings in a manner that would subject any Esri Offering to open-source or open-database license terms (e.g. GPL) that require any part of the Esri Offering to be subject to additional terms, for example

1. Disclosed in source code form to third parties;

2. Licensed to third parties for the purpose of making derivative works; or

3. Redistributable to third parties at no charge; or

l. Generate revenue by providing access to Software or Online Services through a Value-Added Application.

These restrictions will not apply to the extent that they conflict with applicable law or regulation.

ARTICLE B.2 TERM AND TERMINATION

B.2.1 Customer may terminate this Agreement or any Esri Offerings license or subscription at any time upon written notice to Esri. Termination without cause does not entitle Customer to receive any refund of fees paid. Any right to terminate pending Services engagements for convenience is set forth in the applicable section in the body of this Agreement. Either party may terminate this Agreement or any license or subscription for a material breach that is not cured within 30 days of written notice to the breaching party. Upon any termination of this Agreement for breach, Esri will stop providing Services. Any licenses in Esri Offerings that survive termination of this Agreement continue under the terms of this Agreement.

B.2.2 If Esri terminates this Agreement following Customers breach, then Esri may also, at its election, terminate Customer s licenses or subscriptions to Esri Offerings. If Customer terminates this Agreement for cause or convenience, then Customer may, at its election, also terminate Customers licenses or subscriptions to Esri Offerings.

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B.2.3 Upon any termination or expiration of a license or subscription, Customer will

a. Stop accessing and using the terminated or expired Esri Offerings; b. Clear any client-side data cache derived from the terminated or expired Cloud Services; and c. Stop using and uninstall, remove, and destroy all copies of the terminated or expired Esri Offerings in Customer s possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Esri or its authorized distributor.

Esri may stop performing Services immediately upon written notice to Customer if a bankruptcy or insolvency proceeding is commenced by or against Customer until the trustee cures any existing defaults and provides adequate assurance of future performance under this Agreement. This Agreement terminates upon the insolvency, liquidation, or dissolution of either party.

ARTICLE B.3 LIMITED WARRANTIES AND DISCLAIMERS

B.3.1 Limited Warranties. Except as disclaimed below, Esri warrants to Customer that (i) Products and Training will substantially comply with the applicable Specifications and (ii) Services will substantially conform to the professional and technical standards of the industry. The warranty period for Esri Offerings offered under a Perpetual License and for Services runs for 90 days from the date of delivery or from the date of acceptance if this Agreement provides an acceptance period. The warranty period for Esri Offerings offered under a subscription or Term License basis runs for the lesser of (i) the duration of the subscription or term or (ii) 90 days from delivery or acceptance if this Agreement provides an acceptance period.

B.3.2 Special Disclaimer. Third-Party Content; Data; Samples; hot fixes; patches; updates; Online Services provided at no charge; and trial, evaluation, and Beta Products are delivered as is and without
warranty of any kind.

B.3.3 General Disclaimer. Except for the express limited warranties set forth in this Agreement, Esri disclaims all other warranties or conditions of any kind, whether express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, and noninfringement of intellectual property rights. Esri is not responsible for any nonconformities with Specifications or loss, deletion, modification, or disclosure of Customer Content caused by Customers modification of any Esri Offering other than as specified in the Documentation. Esri does not warrant that Esri Offerings, or Customer s operation of the same, will be uninterrupted, error free, fault tolerant, or fail- safe or that all nonconformities can or will be corrected, or will result in Customers compliance with any applicable law. Esri Offerings are not designed, manufactured, or intended for use in environments or applications that may lead to death, personal injury, or physical property or environmental damage.

Customer should not follow any navigational route suggestions that appear to be hazardous, unsafe, or illegal. Any such uses will be at Customer s own risk and cost. Customer must use its independent judgment to determine whether (i) Esri Offerings are suitable for its Value-Added Applications and (ii) Value Added Applications are safe for use by end users and other third parties.

B.3.4 Disclaimers.

a. Internet Disclaimer . Neither party will be liable for damages under any theory of law related to the performance or discontinuance of operation of the Internet or to regulation of the Internet that might restrict or prohibit the operation of Cloud Services.
b. Third-Party Websites; Third-Party Content. Esri is not responsible for any third-party website or Third- Party Content that appears in or is referenced by Esri Offerings or Esri websites, including www.esri.com, developers.arcgis.com, livingatlas.arcgis.com and www.arcgis.com. Providing links to third-party websites and resources does not imply an endorsement, affiliation, or sponsorship of any kind.
c. Artificial Intelligence (AI)/Machine Learning (ML) Disclaimer. As specified in the Documentation, certain Esri Offerings may integrate third-party AI/ML software libraries and third-party or Esri created pre-trained AI/ML models for various tasks including, but not limited to, object detection, image obfuscation, image classification, or text or speech recognition. Customer may use these capabilities

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at its option and such AI/ML capabilities are delivered as is and without warranty of any kind. In certain cases, the Esri Offering may provide Customers the ability to configure their own custom AI/ML models to meet Customer s unique requirements, which except for the express warranties contained in this Agreement, shall be at Customers own risk.

B.3.5 Exclusive Remedy. Customer s exclusive remedy and Esris entire liability for breach of the limited warranties in this section will be to replace any defective media and to (i) repair, correct, or provide a workaround for the applicable Esri Offering or Services or (ii) at Esris election, terminate Customers right to use and refund the fees paid for Esri Offerings or Services that do not meet Esris limited warranties.

ARTICLE B.4 LIMITATION OF LIABILITY

B.4.1 Disclaimer of Liability.

(a) Neither Customer, Esri, nor any Esri authorized distributor or third party licensor will be liable for any indirect, special, incidental, or consequential damages; lost profits; lost sales; loss of goodwill; or costs of procurement of substitute goods or services.
(b) Neither Customer, Esri nor any Esri authorized distributor or third-party licensor will be liable for any direct damages exceeding the applicable license fees, or current subscription fees, or Services fees paid or owed to Esri during the twelve (12) month period prior to the date upon which the related claim arose.

B.4.2 The limitations and exclusions of liability in the preceding paragraph do not apply to Customers infringement, misuse, or misappropriation of Esris or Esri s licensors intellectual property rights, either partys indemnification obligations, gross negligence, willful misconduct, or violations of the Export Compliance clause of this Agreement.

B.4.3 Applicability of Disclaimers and Limitations. Esri or its authorized distributor has set its fees and entered into this Agreement in reliance on the disclaimers and limitations in this Agreement; the fees reflect an allocation of risk that is an essential basis of the bargain between the parties. These limitations will apply whether or not a party is aware of the possibility of any damage and notwithstanding any failure of essential purpose of any exclusive, limited remedy.

B.4.4 The foregoing disclaimers, limitations, and exclusions may be invalid in some jurisdictions and apply only to the extent permitted by applicable law or regulation in Customers jurisdiction. Customer may have additional rights that may not be waived or disclaimed. Esri does not seek to limit Customers warranty or remedies to any extent not permitted by law.

ARTICLE B.5 INDEMNIFICATIONS

B.5.1 Definitions. The following definitions supplement the definitions provided in Attachment A:

a. Claim means any claim, action, or demand by a third party. b. Indemnitees means Customer and its directors, officers, and employees. c. Infringement Claim(s) means any Claim alleging that Customers use of or access to any Esri Offering or Service infringes a patent, copyright, trademark, or trade secret. d. Loss(es) means expenditure, damage award, settlement amount, cost, or expense, including awarded attorneys fees.

B.5.2 Infringement Indemnity.

a. Esri will defend, hold all Indemnitees harmless from, and indemnify any Loss arising out of an Infringement Claim.
b. If Esri determines that an Infringement Claim is valid, Esri may, at its expense, either (i) obtain rights for Customer to continue using the Esri Offerings or Services or (ii) modify the Esri Offerings or Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, Esri may terminate Customer s right to use the Esri Offerings or Services and will refund any (a) license fees that Customer paid for the infringing Esri Offerings or Services acquired under a Perpetual License, prorated on a

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5-year, straight-line depreciation basis beginning from the initial date of delivery or (b) unused portion of fees paid for Term Licenses, subscriptions, and Maintenance. c. Esri has no obligation to defend an Infringement Claim or to indemnify Customer to the extent the Infringement Claim arises out of (i) the combination or integration of Esri Offerings or Services with a product, process, system, or element that Esri has not supplied or specified in the Specification; (ii) alteration of Esri Offerings or Services by anyone other than Esri or its subcontractors; (iii) compliance with Customer s
specifications; or (iv) use of Esri Offerings or Services after Esri either provides a modified version to avoid infringement or terminates Customers right to use the Esri Offerings or Services.

B.5.3 General Indemnity. Esri will defend and hold all Indemnitees harmless from, and indemnify any Loss arising out of, any Claim for bodily injury, death, or tangible or real property damage brought against any of the Indemnitees to the extent arising from any negligent act or omission or willful misconduct by Esri or its directors, officers, employees, or agents performing Services while on Customers site.

B.5.4 Conditions for Indemnification. As conditions for indemnification, Indemnitee will (i) promptly notify Esri in writing of the Claim, (ii) provide all available documents describing the Claim, (iii) give Esri sole control of the defense of any action and negotiation related to the defense or settlement of any Claim, and (iv) reasonably cooperate in the defense of the Claim at Esris request and expense.

B.5.5 This section sets forth the entire obligation of Esri, its authorized distributor, and its third party licensors regarding any Claim for which Esri must indemnify Customer.

ARTICLE B.6 INSURANCE

If Esri is providing Services, Esri will carry, at a minimum, the following coverage:

a. Comprehensive general liability or commercial general liability with a minimum coverage of $1,000,000.00 (US dollars) combined single limit per occurrence for bodily injury, including death, and property damage liability to include the following:

1. Premises and operations;

2. Blanket contractual liability;

3. Broad form property damage;

4. Independent contractors;

5. Personal injury, with employee exclusion deleted; and

6. Completed operations.

b. Workers compensation insurance, with waiver of subrogation, in an amount that complies with statutory limits.

ARTICLE B.7 SECURITY AND COMPLIANCE

B.7.1 Security. Esri publishes its security capabilities at https://trust.arcgis.com. Customer may give Esri personnel access to Customer systems or to Customer or third-party personal information, controlled information, or sensitive data if access is essential for Esris performance of Services and if Esri expressly agrees to such access. Esri will use reasonable administrative, technical, and physical safeguards to protect such data and guard against unauthorized access. Customer bears responsibility to (i) confirm that Esris published security and privacy controls meet all applicable legal requirements for protection of Customer Content and (ii) upload or share Customer Content through Cloud Services only when it is legal to do so. Esri is not responsible to review Customer Content to ensure compliance with applicable laws and regulations. Customer must contact Esri at [email protected] for further instruction before providing any Customer Content that requires security measures other than Esris published security capabilities.

B.7.2 Malicious Code. Esri will use commercially reasonable efforts to ensure that Esri Offerings will not transmit any Malicious Code to Customer. Esri is not responsible for Malicious Code that Customer introduces to Esri Offerings or that is introduced through Third-Party Content.

B.7.3 Export Compliance. Each party will comply with all applicable export and trade sanctions laws and regulations, including the US Department of Commerces Export Administration Regulations (EAR), the US

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Department of State s International Traffic in Arms Regulations (ITAR), the US Department of Treasury, Office of Foreign Assets Control (OFAC) Regulations, and other applicable export laws. Customer will not export, reexport, transfer, release, or otherwise dispose of, in whole or in part, or permit access to or transfer or use of Services or Esri Offerings to any United States embargoed countries currently including Iran, North Korea, Cuba, Russia, Belarus, Crimea region of Ukraine, the Donetsk People
s Republic (DNR) and Luhansk Peoples Republic (LNR),
or denied entities or persons except in accordance with all then-current applicable US government export laws and regulations. Customer will not export, reexport, transfer, or use Services or Esri Offerings for certain missile, nuclear, chemical, or biological activities or end uses without proper authorization from the US government.

Customer shall immediately notify Esri in writing if any US government entity or agency denies, suspends, or revokes Customer
s export privileges. Customer will not upload, store, or process in Cloud Services any Customer Content that (i) has an Export Control Classification Number (ECCN) other than EAR99 or (ii) is controlled for export from the United States under ITAR or (iii) is subject to the EAR where the cloud host is on the US government s Specially Designated Nationals List, Denied Entity List, Unverified List or Denied Parties List or any other US government restricted list. Customer will notify Esri in advance if Esris performance of any Services or provision of any Esri Offerings is related to any defense article, defense service, or technical data, as defined under the ITAR Sections 120.31, 120.32, and 120.33, respectively; Esri will not perform any such Services or provide any such Esri Offerings until Esri obtains any necessary export license from the US government.

Customer will reasonably assist Esri in applying for and obtaining an export license if needed.

B.7.4 Privacy. Esri publishes its privacy notices at and Products and Services Privacy Supplement and will process personal data according to the terms of the Data Processing Addendum available at https://www.esri.com/en-us/privacy/privacy-gdpr.

ARTICLE B.8 CLOUD SERVICES

B.8.1 Prohibited Uses. Customer shall not provide Customer Content or otherwise access or use Cloud Services in a manner that

a. Creates or transmits spam, spoofings, or phishing email or offensive, hate-related or defamatory material; or stalks or makes threats of physical harm;
b. Stores or transmits any Malicious Code;
c. Violates any law or regulation;
d. Infringes or misappropriates the rights of any third party; e. Probes, scans, or tests the vulnerability of Cloud Services or breach any security or authentication measures used by Cloud Services without written approval from Esri s Product Security Officer; or
f. Benchmarks the availability, performance, or functionality of Cloud Services.

B.8.2 Service Interruption. System failures or other events beyond Esris reasonable control may interrupt Customer s access to Cloud Services. Esri may not be able to provide advance notice of such interruptions.

B.8.3 Customer Content.

a. Customer grants Esri and its subcontractors a nonexclusive, nontransferable, worldwide right to host, run, modify, and reproduce Customer Content as needed to provide Cloud Services to Customer. Esri will not access, use, or disclose Customer Content without Customer s written permission except as reasonably
necessary to support Customer s use of Cloud Services. Except for the limited rights granted to Esri under this Agreement, Customer retains all its rights, title, and interest in the Customer Content. b. If Customer accesses Cloud Services with an application provided by a third party, Esri may disclose Customer Content to such third party as necessary to enable interoperation between the application, Cloud Services, and Customer Content.
c. Esri may disclose Customer Content if required to do so by law or regulation or by order of a court or other government body, in which case Esri will reasonably attempt to limit the scope of disclosure. d. When Customer s use of Cloud Services ends, Esri will either

1. Make Customer Content available to Customer for download for a period of 30 days unless Customer requests a shorter window of availability or Esri is legally prohibited from doing so; or

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2. Download all Customer Content in Esri s possession to a medium of Customers choosing and deliver such Customer Content to Customer.

Esri will have no further obligations to store or return Customer Content at the conclusion of the Cloud Services.

B.8.4 Removal of Customer Content. Esri may remove or delete Customer Content if there is reason to believe that uploading Customer Content to or using it with Cloud Services materially violates this Agreement. If reasonable under these circumstances, Esri will notify Customer before removing Customer Content. Esri will respond to any Digital Millennium Copyright Act takedown notices in accordance with Esri s copyright policy,
available at www.esri.com/legal/dmca_policy.

B.8.5 Service Suspension. Esri may suspend access to Cloud Services (i) if Customer materially breaches this Agreement and fails to timely cure the breach; (ii) if Esri reasonably believes that Customer s use of Cloud
Services will subject Esri to immediate liability or adversely affect the integrity, functionality, or usability of the Cloud Services; (iii) for scheduled maintenance; (iv) to enjoin a threat or attack on Cloud Services; or (v) if Cloud Services become prohibited by law or regulated to a degree that continuing to provide them would impose a commercial hardship. When feasible, Esri will notify Customer of any Cloud Services suspension beforehand and give Customer reasonable opportunity to take remedial action.

Esri is not responsible for any damages, liabilities, or losses that may result from any interruption or suspension of Cloud Services or removal of Customer Content as described above.

B.8.6 Notice to Esri. Customer will promptly notify Esri if Customer becomes aware of any unauthorized use of Customer
s subscription or any other breach of security regarding Cloud Services.

ARTICLE B.9 GENERAL PROVISIONS

B.9.1 Payment. Customer will pay each correct invoice no later than 30 days after receipt and will remit payment to the address stated on the invoice. Customers outside the United States will pay the authorized distributors invoices in accordance with the authorized distributors payment terms.

B.9.2 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvement that Customer provides to Esri.

B.9.3 Patents. Customer may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any Products. This express prohibition on patenting will not apply to Customer s software and technology except to the extent that Products, or any portion thereof, are part of any claim or preferred embodiment in a patent application or a similar application.

B.9.4 Reserved.

B.9.5 Taxes and Fees; Shipping Charges. Pricing of Esri Offerings and Services that Esri quotes to Customer is exclusive of any and all applicable taxes or fees including, but not limited to, sales tax, use tax, or value-added tax (VAT); customs, duties, or tariffs; shipping and handling charges; and vendor enrollment fees. Esri will add any fees that it is required to pay to the total amount of its invoice to Customer. Esri may include estimated taxes and shipping and handling charges in its quotations but may adjust these fees on invoicing. For Customers outside the United States, the authorized distributor may quote taxes or fees in accordance with its own policies.

B.9.6 Compliance Review. Customer will keep accurate and complete records and accounts pertaining to its compliance with its obligations under this Agreement. Esri or its authorized distributor may conduct a compliance review of these records and accounts with no less than 14 business days written notice or may appoint an
independent third party to conduct such a compliance review on its behalf. Customer will promptly correct any noncompliance identified during the compliance review. Neither Esri nor Esris authorized distributor may conduct a compliance review of Customer within 12 months after the conclusion of any prior compliance review that does not reveal any material Customer noncompliance.

ATTACHMENT A

ATTACHMENT A

E204AP

B.9.7 No Implied Waivers. The failure of either party to enforce any provision of this Agreement is not a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.

B.9.8 Severability. If any provision of this Agreement is held to be unenforceable for any reason, (i) such provision will be reformed only to the extent necessary to make the intent of the language enforceable, and (ii) all other provisions of this Agreement will remain in effect.

B.9.9 Successor and Assigns. Customer will not assign, sublicense, or transfer Customers rights or delegate Customer s obligations under this Agreement without Esris and its authorized distributors prior written consent, and any attempt to do so without consent will be void. This Agreement will be binding on the respective successors and assigns of the parties to this Agreement. Notwithstanding, a contractor under contract to the government to deliver Products may assign this Agreement and Products acquired for delivery to its government customer upon written notice to Esri, provided the government customer assents to the terms of this Agreement.

Upon mutual agreement, Esri s Affiliates may provide Esri Offerings and Services under the terms of this Agreement; in such cases, the Ordering Documents will identify the Affiliate as the party that provides the Esri Offerings and Services. Esri s authorized distributors are not Affiliates of Esri.

B.9.10 Survival of Terms. The Glossary of Terms and provisions of the following Articles of these General Terms and Conditions will survive the expiration or termination of this Agreement: Limited Warranties and Disclaimers, Limitation of Liability, Indemnifications, and General Provisions.

B.9.11 US Government Customer. The Products are commercial items, developed at private expense, provided to Customer under this Agreement. If Customer is a US government entity or US government contractor, Esri licenses or provides subscriptions to Customer in accordance with this Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Esri Data and Online Services are licensed or subscribed under the same DFARS Subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. Products are subject to restrictions, and this Agreement strictly governs Customers use, modification, performance, reproduction, release, display, or disclosure of Products. Agreement provisions that are inconsistent with federal law regulation will not apply. A US government Customer may transfer Software to any of its facilities to which it transfers the computer(s) on which it has installed such Software. If any court, arbitrator, or board holds that a US government Customer has greater rights to any portion of Products under applicable public procurement law, such rights will extend only to the portions affected.

B.9.12 Governing Law. This Agreement is not subject to the United Nations Convention on Contracts for the International Sale of Goods.

a. Government Entities. If Customer is a government entity, the applicable laws of Customers jurisdiction govern this Agreement.
b. Nongovernment Entities. US federal law and the law of the State of California exclusively govern this Agreement, excluding their respective choice of law principles.

B.9.13 Dispute Resolution. The parties will use the following dispute resolution processes:

a. Equitable Relief. Either party will have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief.
b. US Government Agencies. This Agreement is subject to the Contract Disputes Act of 1978, as amended (41 USC 601 613).
c. Other Government Entities. Esri will comply with mandatory dispute resolutions under applicable law. d. Arbitration. Except as noted above, the parties will submit to binding arbitration to resolve any dispute arising out of or relating to this Agreement that cannot be settled through negotiation. If Customer is in the United States or one of its territories or outlying areas, the Commercial Arbitration Rules of the American Arbitration Association will govern the arbitration proceedings. If Customer is outside the United States, the Rules of Arbitration of the International Chamber of Commerce will govern the proceedings. The parties will select a single arbitrator in accordance with the applicable arbitration rules. The language of the arbitration will be

ATTACHMENT A

ATTACHMENT A

E204AP

English. Arbitration will be at an agreed-upon location. Either party will, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute.

B.9.14 Force Majeure. A party will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond the partys reasonable control. Such causes may include, but are not limited to, acts of God, war, strikes, labor disputes, cyber attacks, laws, regulations, government orders, or any other force majeure event.

B.9.15 Independent Contractor. Esri is and at all times will be an independent contractor. Nothing in this Agreement creates an employer/employee, principal/agent, or joint venture relationship between Esri or its authorized distributor and Customer. No party has any authority to enter into contracts on behalf of another party or otherwise act on behalf of another party.

B.9.16 Notice. Customer may send notices required under this Agreement to Esri at the following address:

Environmental Systems Research Institute, Inc.

Attn.: Contracts and Legal Department
380 New York Street
Redlands, CA 92373-8100
USA
Tel.: 909-793-2853
Email: [email protected]

ATTACHMENT A

ATTACHMENT A
Subject: Renewal Quotation
Date: 01/14/2026
To: Trinity Guzman
Organization: City of Stockton
Information Technology Dept
Fax #: 209-937-8897 Phone #: 209-937-8065
From: Heather Carmody
Fax #: 909-793-4801 Phone #: +19093692314 Ext. 2314
Email: [email protected]
Number of pages transmitted Quotation #26331579
(including this cover sheet): 6 Document Date: 01/14/2026 Budgetary Quote
Term: 8/4/26-8/3/27
Esri Inc
380 New York St
Redlands CA 92373-8118

ATTACHMENT B
10 1 195139 550.00 550.00
ArcGIS Online Creator User Type Annual Subscription (Desktop Migration) Start Date: 08/04/2026
End Date: 08/03/2027
Subscription ID: 6489377648
1010 15 153148 700.00 10,500.00
ArcGIS Online Creator User Type Annual Subscription
Start Date: 08/04/2026
End Date: 08/03/2027
Subscription ID: 6489377648
2010 4 154252 700.00 2,800.00
ArcGIS Enterprise Creator User Type Annual Subscription Start Date: 08/04/2026
End Date: 08/03/2027
Subscription ID: 6489377648
3010 1 154252 700.00 700.00
ArcGIS Enterprise Creator User Type Annual Subscription City of Stockton
Information Technology Dept
City Hall
425 N El Dorado St
Stockton CA 95202-1951
Attn: Trinity Guzman
Email: [email protected]
_______________________________________________________________________ Please note Esri has introduced a price change and this quote reflects current pricing for your organization. It is important to us that we are able to continue to deliver value through enhancements to products, solutions, and capabilities.

Your renewal provides access to all the benefits you are familiar with, which you can review at https://go.esri.com/maintenance For questions related to the price change, please reach out to your assigned Esri Account Manager.

Quotation is valid for 90 days from document date.

Any estimated sales and/or use tax has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state taxes directly, then prior to invoicing, your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction.

Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

To expedite your order, please reference your customer number and this quotation number on your purchase order.

Send Purchase Orders To:

Environmental Systems Research Institute, Inc.
380 New York Street
Redlands, CA 92373-8100
Attn: Heather Carmody
Please include the following remittance address
on your Purchase Order:

Environmental Systems Research Institute, Inc.

P.O. Box 741076
Los Angeles, CA 90074-1076
Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________ Date: 01/14/2026 Quotation Number: 26331579
380 New York St
Redlands, CA 92373-8118
Phone: +190936923142314
Fax #: 909-793-4801
Customer Number: 228
For questions regarding this document, please contact Customer Service at 888-377-4575.

Quotation
_______________________________________________________________________________

ATTACHMENT B
Start Date: 08/04/2026
End Date: 08/03/2027
Subscription ID: 6489377648
4010 1 161328 6,200.00 6,200.00
ArcGIS Enterprise Standard Up to Four Cores Maintenance Start Date: 08/04/2026
End Date: 08/03/2027
5010 1 161348 3,570.00 3,570.00
ArcGIS GIS Server Basic Up to Four Cores Maintenance
Start Date: 08/04/2026
End Date: 08/03/2027
6010 1 165531 228.08 228.08
ArcGIS Online Contributor (formerly Editor) User Type Annual Subscription Start Date: 09/05/2026
End Date: 08/03/2027
Subscription ID: 6489377648
7010 2 165533 449.32 898.63
ArcGIS Online Mobile Worker User Type Annual Subscription Start Date: 06/20/2026
End Date: 08/03/2027
Subscription ID: 6489377648
8010 1 165533 400.00 400.00
ArcGIS Online Mobile Worker User Type Annual Subscription Start Date: 08/04/2026
End Date: 08/03/2027
Subscription ID: 6489377648
9010 5 166893 250.00 1,250.00
ArcGIS Enterprise Contributor (formerly Editor) User Type Annual Subscription Start Date: 08/04/2026
End Date: 08/03/2027
Subscription ID: 6489377648
10010 8 166894 400.00 3,200.00
ArcGIS Enterprise Mobile Worker User Type Annual Subscription Start Date: 08/04/2026
End Date: 08/03/2027
Subscription ID: 6489377648
Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________

Date: 01/14/2026 Quotation Number: 26331579
380 New York St
Redlands, CA 92373-8118
Phone: +190936923142314
Fax #: 909-793-4801
Quotation

ATTACHMENT B
11010 1 191362 3,400.00 3,400.00
ArcGIS Developer Bundle Migration from ArcGIS Developer Professional Annual Subscription Start Date: 08/04/2026
End Date: 08/03/2027
12010 33 195118 550.00 18,150.00
ArcGIS Enterprise Creator User Type Annual Subscription (Desktop Migration) Start Date: 08/04/2026
End Date: 08/03/2027
Subscription ID: 6489377648
13010 6 195119 1,575.00 9,450.00
ArcGIS Enterprise Professional User Type Annual Subscription (Desktop Migration) Start Date: 08/04/2026
End Date: 08/03/2027
Subscription ID: 6489377648
14010 12 195120 2,440.00 29,280.00
ArcGIS Enterprise Professional Plus User Type Annual Subscription (Desktop Migration) Start Date: 08/04/2026
End Date: 08/03/2027
Subscription ID: 6489377648
15010 1 195125 405.00 405.00
ArcGIS Network Analyst for ArcGIS Enterprise Creator or Professional User Type Annual Subscription (Desktop Migration)
Start Date: 08/04/2026
End Date: 08/03/2027
Subscription ID: 6489377648
16010 1 195127 405.00 405.00
ArcGIS Publisher for ArcGIS Enterprise Creator or Professional User Type Annual Subscription (Desktop Migration)
Start Date: 08/04/2026
End Date: 08/03/2027
Subscription ID: 6489377648
17010 5 195128 405.00 2,025.00
ArcGIS Spatial Analyst for ArcGIS Enterprise Creator or Professional User Type Annual Subscription (Desktop Migration)
Start Date: 08/04/2026
End Date: 08/03/2027
Subscription ID: 6489377648
Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________

Date: 01/14/2026 Quotation Number: 26331579
380 New York St
Redlands, CA 92373-8118
Phone: +190936923142314
Fax #: 909-793-4801
Quotation

ATTACHMENT B
Item Subtotal 93,411.71
Estimated Tax 0.00
Total USD 93,411.71
DUNS/CEC: 06-313-4175 CAGE: 0AMS3
Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________

Date: 01/14/2026 Quotation Number: 26331579
380 New York St
Redlands, CA 92373-8118
Phone: +190936923142314
Fax #: 909-793-4801
Quotation

ATTACHMENT B
Renew online by using a credit card, purchase order, or by requesting an invoice at https://www.esri.com/en-us/quote-order/renew.

If there are any changes required to your quotation please respond to this email and indicate any changes in your invoice authorization.

If you choose to discontinue your support, you will become ineligible for support benefits and services. All maintenance fees from the date of discontinuation will be due and payable if you decide to reactivate your support coverage at a later date.

The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at
http://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf , and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri's standard terms and conditions found at http://assets.esri.com/content/dam/esrisites/media/legal/ma-full/ma-full.pdf apply to your purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at http://www.esri.com/en-us/legal/terms/state-supplemental apply to some state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.

Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin.

In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g.

MPA, EA, GSA, BPA) on your ordering document.

Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________

Date: 01/14/2026 Quotation No: 26331579 Customer No: 228 380 New York St
Redlands, CA 92373-8118
Phone: +190936923142314
Fax #: 909-793-4801
Quotation

ATTACHMENT B
Subject: Renewal Quotation
Date: 01/14/2026
To: Trinity Guzman
Organization: City of Stockton
Information Technology Dept
Fax #: 209-937-8897 Phone #: 209-937-8065
From: Heather Carmody
Fax #: 909-793-4801 Phone #: +19093692314 Ext. 2314
Email: [email protected]
Number of pages transmitted Quotation #26331581
(including this cover sheet): 6 Document Date: 01/14/2026 ~ BUDGETARY QUOTE ~
8/4/27-8/3/28
Esri Inc
380 New York St
Redlands CA 92373-8118

ATTACHMENT B
10 1 195139 550.00 550.00
ArcGIS Online Creator User Type Annual Subscription (Desktop Migration) Start Date: 08/04/2027
End Date: 08/03/2028
Subscription ID: 6489377648
1010 15 153148 700.00 10,500.00
ArcGIS Online Creator User Type Annual Subscription
Start Date: 08/04/2027
End Date: 08/03/2028
Subscription ID: 6489377648
2010 4 154252 700.00 2,800.00
ArcGIS Enterprise Creator User Type Annual Subscription Start Date: 08/04/2027
End Date: 08/03/2028
Subscription ID: 6489377648
3010 1 154252 700.00 700.00
ArcGIS Enterprise Creator User Type Annual Subscription City of Stockton
Information Technology Dept
City Hall
425 N El Dorado St
Stockton CA 95202-1951
Attn: Trinity Guzman
Email: [email protected]
_______________________________________________________________________ Please note Esri has introduced a price change and this quote reflects current pricing for your organization. It is important to us that we are able to continue to deliver value through enhancements to products, solutions, and capabilities.

Your renewal provides access to all the benefits you are familiar with, which you can review at https://go.esri.com/maintenance For questions related to the price change, please reach out to your assigned Esri Account Manager.

Quotation is valid for 90 days from document date.

Any estimated sales and/or use tax has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state taxes directly, then prior to invoicing, your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction.

Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

To expedite your order, please reference your customer number and this quotation number on your purchase order.

Send Purchase Orders To:

Environmental Systems Research Institute, Inc.
380 New York Street
Redlands, CA 92373-8100
Attn: Heather Carmody
Please include the following remittance address
on your Purchase Order:

Environmental Systems Research Institute, Inc.

P.O. Box 741076
Los Angeles, CA 90074-1076
Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________ Date: 01/14/2026 Quotation Number: 26331581
380 New York St
Redlands, CA 92373-8118
Phone: +190936923142314
Fax #: 909-793-4801
Customer Number: 228
For questions regarding this document, please contact Customer Service at 888-377-4575.

Quotation
_______________________________________________________________________________

ATTACHMENT B
Start Date: 08/04/2027
End Date: 08/03/2028
Subscription ID: 6489377648
4010 1 161328 6,200.00 6,200.00
ArcGIS Enterprise Standard Up to Four Cores Maintenance Start Date: 08/04/2027
End Date: 08/03/2028
5010 1 161348 3,570.00 3,570.00
ArcGIS GIS Server Basic Up to Four Cores Maintenance
Start Date: 08/04/2027
End Date: 08/03/2028
6010 1 165531 228.08 228.08
ArcGIS Online Contributor (formerly Editor) User Type Annual Subscription Start Date: 08/04/2027
End Date: 08/03/2028
Subscription ID: 6489377648
7010 2 165533 449.32 898.63
ArcGIS Online Mobile Worker User Type Annual Subscription Start Date: 08/04/2027
End Date: 08/03/2028
Subscription ID: 6489377648
8010 1 165533 400.00 400.00
ArcGIS Online Mobile Worker User Type Annual Subscription Start Date: 08/04/2027
End Date: 08/03/2028
Subscription ID: 6489377648
9010 5 166893 250.00 1,250.00
ArcGIS Enterprise Contributor (formerly Editor) User Type Annual Subscription Start Date: 08/04/2027
End Date: 08/03/2028
Subscription ID: 6489377648
10010 8 166894 400.00 3,200.00
ArcGIS Enterprise Mobile Worker User Type Annual Subscription Start Date: 08/04/2027
End Date: 08/03/2028
Subscription ID: 6489377648
Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________

Date: 01/14/2026 Quotation Number: 26331581
380 New York St
Redlands, CA 92373-8118
Phone: +190936923142314
Fax #: 909-793-4801
Quotation

ATTACHMENT B
11010 1 191362 3,400.00 3,400.00
ArcGIS Developer Bundle Migration from ArcGIS Developer Professional Annual Subscription Start Date: 08/04/2027
End Date: 08/03/2028
12010 33 195118 550.00 18,150.00
ArcGIS Enterprise Creator User Type Annual Subscription (Desktop Migration) Start Date: 08/04/2027
End Date: 08/03/2028
Subscription ID: 6489377648
13010 6 195119 1,575.00 9,450.00
ArcGIS Enterprise Professional User Type Annual Subscription (Desktop Migration) Start Date: 08/04/2027
End Date: 08/03/2028
Subscription ID: 6489377648
14010 12 195120 2,440.00 29,280.00
ArcGIS Enterprise Professional Plus User Type Annual Subscription (Desktop Migration) Start Date: 08/04/2027
End Date: 08/03/2028
Subscription ID: 6489377648
15010 1 195125 405.00 405.00
ArcGIS Network Analyst for ArcGIS Enterprise Creator or Professional User Type Annual Subscription (Desktop Migration)
Start Date: 08/04/2027
End Date: 08/03/2028
Subscription ID: 6489377648
16010 1 195127 405.00 405.00
ArcGIS Publisher for ArcGIS Enterprise Creator or Professional User Type Annual Subscription (Desktop Migration)
Start Date: 08/04/2027
End Date: 08/03/2028
Subscription ID: 6489377648
17010 5 195128 405.00 2,025.00
ArcGIS Spatial Analyst for ArcGIS Enterprise Creator or Professional User Type Annual Subscription (Desktop Migration)
Start Date: 08/04/2027
End Date: 08/03/2028
Subscription ID: 6489377648
Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________

Date: 01/14/2026 Quotation Number: 26331581
380 New York St
Redlands, CA 92373-8118
Phone: +190936923142314
Fax #: 909-793-4801
Quotation

ATTACHMENT B
Item Subtotal 93,411.71
Estimated Tax 0.00
Total USD 93,411.71
DUNS/CEC: 06-313-4175 CAGE: 0AMS3
Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________

Date: 01/14/2026 Quotation Number: 26331581
380 New York St
Redlands, CA 92373-8118
Phone: +190936923142314
Fax #: 909-793-4801
Quotation

ATTACHMENT B
Renew online by using a credit card, purchase order, or by requesting an invoice at https://www.esri.com/en-us/quote-order/renew.

If there are any changes required to your quotation please respond to this email and indicate any changes in your invoice authorization.

If you choose to discontinue your support, you will become ineligible for support benefits and services. All maintenance fees from the date of discontinuation will be due and payable if you decide to reactivate your support coverage at a later date.

The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at
http://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf , and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri's standard terms and conditions found at http://assets.esri.com/content/dam/esrisites/media/legal/ma-full/ma-full.pdf apply to your purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at http://www.esri.com/en-us/legal/terms/state-supplemental apply to some state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.

Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin.

In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g.

MPA, EA, GSA, BPA) on your ordering document.

Item Qty Material# Unit Price Extended Price _______________________________________________________________________________ _______________________________________________________________________________

Date: 01/14/2026 Quotation No: 26331581 Customer No: 228 380 New York St
Redlands, CA 92373-8118
Phone: +190936923142314
Fax #: 909-793-4801
Quotation

ATTACHMENT B
City of Stockton
Legislation Text
File #: 26-0194, Version: 1

ADOPT A RESOLUTION TO AWARD TWO FIVE-YEAR CONTRACTS WITH UNIVAR SOLUTIONS

USA, LLC AND HILL BROTHERS CHEMICAL COMPANY TO PURCHASE WATER TREATMENT

CHEMICALS

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

1. Award a five-year contract in the amount of $4,755,300 to Univar Solutions USA, LLC to purchase sodium hypochlorite for water treatment at the Delta Water Treatment Plant.

2. Award a five-year contract in the amount of $814,300 to Hill Brothers Chemical Company to purchase aqueous ammonia for water treatment at the Delta Water Treatment Plant.

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

Summary
The Municipal Utilities Department operates and maintains the Delta Water Treatment Plant (DWTP).

Dedicated in 2012, the DWTP diverts up to 30 million gallons per day of water from the Sacramento- San Joaquin Delta and Mokelumne River for treatment and distribution to the City of Stockton water service area.

If approved by the City Council, this action would award two contracts to purchase chemicals used in the water treatment process.

DISCUSSION
Background
The DWTP uses various chemicals as part of the water treatment process to remove contaminants, reduce harmful microorganisms, and ensure the water meets all state and federal drinking water standards before it is delivered to customers.

Completed and dedicated in 2012, the DWTP water treatment process includes ozone oxidation, disinfection, and ultra-membrane filtration. Sodium hypochlorite is used in surface water pre- treatment to inactivate bacteria, viruses, and other microorganisms, and to help control algae and organic matter that can affect water quality and downstream treatment processes.

When water is treated, a small amount aqueous ammonia is added to form chloramines, which is a City of Stockton Printed on 3/26/2026Page 1 of 2
powered by Legistar™
File #: 26-0194, Version: 1
stable disinfectant that provides longer-lasting protection than free chlorine. This helps maintain safe, disinfected water throughout the distribution system.

On September 18, 2025, the City advertised an Invitation for Bids for the purchase and delivery of sodium hypochlorite and aqueous ammonia to the DWTP, well sites and other facilities, Project No.

PUR 26-010.

Present Situation
On October 9, 2025, the following six (6) firms submitted bids:

Vendor Chemical Unit Cost (per
gallon)
Est. Annual
Quantity
(Gallons)
Hill Brothers Chemical Company Aqueous Ammonia $ 2.20 66,985 Airgas Specialty Products Inc. Aqueous Ammonia $ 2.28 66,985 Pur Water LLC* Sodium Hypochlorite $ 2.80 252,540 Pacific Star Chemical* Sodium Hypochlorite $ 2.77 252,540 Pioneer America LLC** Sodium Hypochlorite $ 3.35 252,540 Univar Solutions USA, LLC Sodium Hypochlorite
(DWTP)
$ 3.24 207,000
Univar Solutions USA, LLC Sodium Hypochlorite
(wells)
$ 4.17 45,540
*Pur Water LLC and Pacific Star Chemical formally withdrew their bids due to the City’s anticipated chemical delivery start date, which did not align with their proposed delivery schedules. **Pioneer America LLC’s minimum delivery requirement did not comply with City’s specifications and was therefore determined to be nonresponsive.

Hill Brothers Chemical Company was the lowest responsive bidder for aqueous ammonia. Likewise, Univar Solutions USA, LLC, was the lowest responsive bidder for sodium hypochlorite. The bid allows for a maximum 5% cost increase for each succeeding year as long as either raw material or production costs have increased.

Staff recommend that the City Council award a five-year contract in the amount of $4,755,300 to Univar Solutions USA, LLC (Exhibit 1 to the Resolution) to purchase sodium hypochlorite, and a five- year contract in the amount of $814,300 to Hill Brothers Chemical Company for aqueous ammonia (Exhibit 2 to the Resolution) for DWTP water treatment.

FINANCIAL SUMMARY
Funds for year one of the contracts will be requested as part of the FY 2026-27 budget process in the following accounts - 6513-511-650005-600-000-00-65-000-000; 6515-000-650005-600-000-00-65- 000-000. Funding for the remaining contract term will be requested during the future annual budget process.

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

City of Stockton Printed on 3/26/2026Page 2 of 2
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Resolution No.

STOCKTON CITY COUNCIL

ADOPT A RESOLUTION TO AWARD TWO FIVE-YEAR CONTRACTS WITH UNIVAR SOLUTIONS USA, LLC IN THE AMOUNT OF $4,755,300 AND HILL BROTHERS CHEMICAL COMPANY IN THE AMOUNT OF $814,300 TO PURCHASE WATER

TREATMENT CHEMICALS

The Municipal Utilities Department (MUD) diverts surface water from the Sacramento-San Joaquin Delta and Mokelumne River to the Delta Water Treatment Plant (DWTP); and

The DWTP uses chemicals like sodium hypochlorite and aqueous ammonia in the water treatment process before delivering safe and clean drinking water to customers in north and south Stockton service areas; and

The existing contracts for sodium hypochlorite and aqueous ammonia expire on June 30, 2026; and

On October 9, 2025, the City Clerk received six sealed bids; and

Univar Solutions USA, LLC submitted a bid that was regular in all aspects with a cost of $3.24 per gallon of sodium hypochlorite delivered to the Delta Water Treatment Plant, and $4.17 per gallon of sodium hypochlorite delivered to City wells; and

Hill Brothers Chemical Company submitted a responsive bid with a cost of $2.20 per gallon of aqueous ammonia; now, therefore,

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

1. The City Council authorizes a five-year contract in the amount of $4,755,300 with Univar Solutions USA, LLC for sodium hypochlorite as detailed in Exhibit 1 attached hereto and incorporated by this reference.

2. The City Council authorizes a five-year contract in the amount of $814,300 with Hill Brothers Chemical Company for aqueous ammonia , as detailed in Exhibit 2 attached hereto and incorporated by this reference.
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3. The City Manager or designee is hereby authorized to take appropriate and necessary actions to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED March 31, 2026 .

CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:

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

Docusign Envelope ID: 7388CC28 -746C-4458-963 4-BFEC9C8E4711

CITY OF STOCKTON
STANDARD AGREEMENT I Agreement Number:

1. This Agreement is entered into between the City of Stockton ("City") and Univar Solutions USA LLC ("Contractor") to provide Sodium Hypochlorite as set forth in Exhibit A to this Agreement.

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

Commences on:07/01/2026 Terminates on: 06/30/2031

3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: I $4,755,300 I

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.
(a) Exhibit A - Statement of Work
(b) Exhibit B - Insurance
(c) Exhibit C - General Terms & Conditions
(d) Exhibit D - Professional Services Special Terms & Conditions (e) Exhibit E - Compensation Schedule
(f) Exhibit F - Timeline
(g) Exhibit G - Special Funding Terms & Conditions (If applicable check box)YES D IN WITNESS WHEREOF , the authorized parties have executed this Agreement.

CONTRACTOR
Univar Solutions USA LLC
l,s;~\?ijtractor's Name (if other than an individual, state whether a corporation, partnership , etc.):
~~ b~Lt, Mar ch 3 , 20 26 I 15 : 24 P ST
AEAe!ffi't,~~d Signature Date
S-i+!--Jei9-es- V1/esteffl -f2 • &A-V-tee-P r-es+EJ-e.r.t 8 V''P Printed Name and Title of Person Signing
8201 S. 212111 , Kent, WA 98032
Address

CITY OF STOCKTON
Johnny Ford, City Manager
ATTEST:

Katherine Roland, CMC, CPMC, City Clerk
APPROVED AS TO FORM:

Taryn Jones, Acting City Attorney
BY:
(Rev. 01.14.26)
1 Date
EXHIBIT 1
EXHI
BIT A

STATEMENT OF WORK

1. PROJECT OBJECTIVES
Supply and delivery of Sodium Hypochlorite ( 12.5%) to the Delta Water Treatment Plant (DWTP) and well sites as needed for a period of five years.

2. PROJECT SCOPE
The DWTP and well sites use chemicals to treat water and make it potable for human consumption. One of the chemicals needed for this process is Sodium Hypochlorite.

Contractor shall furnish, deliver, and transfer into City tanks Sodium Hypochlorite to the DWTP and other Municipal Utilities Department (MUD) facilities as required for a period of five years.

3. LIMITATIONS ON PRICE ADJUSTMENTS
There is no price increase in the first year of the contract. Thereafter, annual increases are not to exceed 5% for each succeeding year. In the event the Contractor increases base price in succeeding years, Contractor shall produce evidence that they have experienced a cost increase and by what amount costs have increased.

4. DELIVERY
Price quoted shall include all delivery and unloading charges, FOB Destination:

Delivery of services under this contract shall be made as follows:

DELTA WATER TREATMENT PLANT
11373 NORTH LOWER SACRAMENTO ROAD
LODI, CA 95242
Delivery bills of lading must be provided for each shipment. All bulk shipments must include a weight ticket from a certified weigh station in addition to a shipping manifest.

Delivery times and dates must be coordinated between the Contractor and City staff.

No delivery can be made when City staff are not on site. The Contractor must notify the City of any anticipated late deliveries at least 24 hours in advance of the scheduled delivery time and date, unless delivery delays are the result of in- route transportation delays, then notification must be provided as soon as possible to inform the City of the anticipated delivery date and time. Persistently late deliveries may be used as a basis for contract cancellation. Any deliveries not meeting chemical quality, regulatory, safety, or delivery requirements will be returned to the Contractor at no cost to the City and must be re -delivered by the Contractor within 48 hours of the unacceptable delivery.

No handling fees, offloading charges, or processing charges may be applied in addition to the freight charge.

It will be the responsibility of the Contractor to provide adequate assistance and/or equipment necessary to load and unload their products at the delivery site. No fee or additional charge will be accepted for split loads or multiple deliveries. Deliveries of chemicals shall be made within one week (5 business days) of notification (excluding EXHIBIT 1
weeken
ds and holidays) of the time of order.

In cases of critical need, shorter delivery times, including possible weekend and holiday deliveries may be required. Delivery is to be between the hours of 7:00A.M. and 3:00 P.M., Monday through Friday. The Contractor with the particular plant destination shall pre-arrange any variance from these days and hours City will provide access to City maps, conceptual drawings, records, studies, plans and other documents relating to the project, based on availability.

The Contractor is responsible for providing the correct connections/apparatus at no additional cost to pump/fill the tanks onsite. Any accidental chemical spills will be the responsibility of the contractor to clean in accordance with any federal, state and local regulations.

5. SAFETY REQUIREMENTS
The Contractor, their employees, subcontractors, and/or agents must conform to the rules and regulations pertaining to safety established by the California Division of Industrial Safety, and they must adhere to all State, Federal and Occupational Safety and Health Act (OSHA) safety standards while they are on the premises of any City facility. Furnished equipment, materials, and/or services must comply with all OSHA standards and regulations, and all applicable governmental laws and orders. City staff reserve the right to individually refuse any shipment, at their sole discretion, which cannot be unloaded using safe and proper techniques. Any such refusal must result in the return of the chemical at the Contractor's sole expense. If requested by City staff, the Contractor and/or the firm providing transportation of the chemical shall submit to a safety briefing at the City’s site before commencing deliveries. In addition, if requested by City staff, the Contractor and/or the firm providing transportation of the chemical ma y be asked to review site safety materials and provide a signed acknowledgement of their receipt of the materials.

6. SPILLAGE
The Contractor must be prepared to provide safety training on the safe handling and use of the chemical and emergency procedures in the event of a leak or spill. Should a chemical spill or leak result due to negligence, faulty equipment, or inferior packaging on the part of the Contractor or their agents, the Contractor and their agents must be responsible for cleaning the spill or leakage and for bearing any cost incurred due to spill or leakage clean-up. It must be the Contractors responsibility to effect immediate containment, clean- up, disposal, and restoration activities in accordance with the individual Facility's requirements and any and all applicable laws and regulations. All material associated with such clean up operations must be hauled away and lawfully disposed of at no charge to the City where the delivery is being made. The property of the City where the delivery is being made must not be used for such disposal. If the spill is NOT cleaned up, the City will hire a certified hazardous material handling company to clean up the spill, and the costs incurred, including any fines or penalties which may be imposed by regulating authorities, will be charged to the Contractor. Chemicals must stay in possession of the Contractor and must not be unloaded until accepted by the City. All chemicals must be delivered in accordance with Department of Transportation regulations.

EXHIBIT 1

7. INSP

ECTION AND ACCEPTANCE AT DESTINATION
Final inspection and acceptance shall be at destination. Although source inspection by the City is not anticipated, the City reserves the right to conduct such inspection as it deems appropriate. Standard operating procedures for delivery of product to include safety, offloading of product, onsite sampling and chemical analysis verification (quantity and quality), and spill procedures. Paperwork handling to include shipping documents, bill of lading, and any operator generated paperwork. City will provide the code building inspection and any special inspection required.

8. FORCE MAJEURE
Any Contractor that anticipates a workforce interruption or a production shutdown that could affect delivery of the chemical must email and call the contract manager to notify them of the potential interruption in deliveries.

9. LAWS AND REGULATIONS
All applicable State of California and Federal laws, City and County ordinances, licenses, and regulations of the City must apply during the contract period.

10. MATERIAL WARRANTY
Before the bid is awarded and, if applicable, the Contractor may be required to furnish a complete statement of the origin, composition and manufacture of any or all chemicals to be supplied, together with samples. The samples may be subjected to tests to determine their quality and fitness for the intended uses.

11. SPECIFICATIONS
Contractor agrees to furnish all quantities ordered by City during the contract period.

Quantities given are approximate usage per annum, City guarantees no minimum.

City reserves the right to increase and decrease the quantities. Contractor shall not exercise right of allocation during the term of this contract.

Sodium Hypochlorite must be NSF /ANSI 60 certified. A certified analysis of composition & MSDS shall accompany each delivery. Contractor shall furnish a certified analysis of composition and Material Safety Data Sheets (MSDS) with each delivery.

The certificate of analysis shall contain the following:
• Date of manufacture
• Date of delivery
• Shipper ID
• Specific gravity at 20°C
• Density at 20°C
• Appearance (color and odor)
• PH
No deliveries will be accepted by City staff unless accompanied by said certificate of EXHIBIT 1
analys
is for the specific batch or lot of chemicals delivered and the quality specifications listed in the bid contract documents are met. • Charges for certificate of analysis from a certified laboratory shall be included in the bid price.
• Failure to supply the required certificate of analysis shall be sufficient cause to reject the load. A certificate of analysis that does not meet AWWA Standard B306-07 shall be cause to reject the load.

Contractor shall provide emergency response training to City staff as required not less than twice annually. The first training session shall take place within sixty (60) days of contract commencement. The second training session shall take place midway through the contract period. City will provide a training room at DWSP as necessary.

Contractor shall provide samples or prepare test specimens of such materials to be furnished as the City may require. Sample items when called for, must be furnished free of expense. All materials must be of the specified quality and equal to the approved sample. Materials not in accordance with these specifications, in the opinion of City, shall be made to conform thereto. Uns atisfactory material will be rejected by City. Contractor shall remove and replace, at its own expense, any part of the material that has been improperly provided. If they refuse or neglect to replace such defective material, it may be replaced by City at the expense of Contractor.

12. ESTIMATED QUANTITY
The quantities indicated are estimates of anticipated usage for a 12-month period and are given for informational purposes only. Nothing in these estimated annual quantities must be construed as obligating the City to purchase specific quantities, as these quantities may vary depending on actual operating conditions and demands during the contract term. The City reserves the right to purchase any volume of the chemical listed at the contract price, regardless of stated estimates of quantities. No price adjustments will be allowed as a result of an increase or a decrease in the quantity purchased.

CHEMICAL ESTIMATED ANNUAL

USAGE UNIT

SODIUM HYPOCHLORITE
(12.5%)
252,540 GALLONS

13. TAXES
Pursuant to applicable provisions of the California Sales and Use Tax Law and related CDTFA guidance, chemicals added to water that is resold and that remain in the water as integral components of the treated water product may be purchased exempt from sales and use tax with a valid resale or exemption certificate.

The City shall provide all required resale or sales/exemption certificates to Contractor.

Invoices for exempt chemical purchases shall exclude sales/use tax. Any tax collected in error shall be refunded or credited to the City.

EXHIBIT 1

14. INVOIC
E
The following information must be provided on the invoice for each shipment delivered.

1. Order date, time and person placing order

2. Delivery date and time

3. Gallons of chemicals delivered

4. Price of Chemical

5. Total charge for Chemical delivery

6. Contract Number
Invoices a
re to be emailed directly to [email protected].

15. CONTRACT PERIOD
For a period of five years.

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

Contractor:

Univar Solutions USA LLC
Attn: Jennifer M. Perras
8201 S 212th Street
Kent, WA 98032
City:

City of Stockton
Attn: Clara Isho
11373 N. Lower Sacramento Road
Lodi, CA 95242

17. KEY PERSON
NEL
Clara Isho
Program Manager II
Water Division
Municipal Utilities Department

18. OPTION TO RENEW
There is no option to renew.

EXHIBIT 1
Exhibit B:

Insurance Requirements
(Chemical Sodium Hypochlorite)
Contra
ctor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees, or subcontractors. With respect to General Liability, Errors & Omissions, Contractors Pollution Liability, and/or Asbestos Pollution Liability, coverage should be maintained for a minimum of five (5) years after contract completion.

MINIMUM SCOP

E AND LIMIT OF INSURANCE
Covera
ge shall be at least as broad as:

1. Comme
rcial 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 $3,000,000 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. Autom
obile Liability: Insurance Services Office Form Number CA 0001 covering any auto (Code 1), or if Contractor has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limit no less than $2,000,000 per accident for bodily injury and property damage.

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

4. Enviro
nmental Impairment/Contractors’ Pollution Legal Liability with limits no less than $2,000,000 per occurrence or claim, to include liability for Groundwater contamination, Explosion, Sudden and Accidental and Environmental cleanup, etc.

If the
contractor 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.

EXHIBIT 1
Self -Insured Retentions

Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named Insured.

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.

Other Insurance Provisions

A. The General Liability, Automobile Liability, Contractors Pollution Liability, and/or Asbestos Pollution policies are to contain, or be endorsed to contain, the following provisions:

1. The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions 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.

2. For any claims related to this project, the Contractor’s insurance coverage shall be primary and non-contributory insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, agents, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept EXHIBIT 1
endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

3. Each i
nsurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

B. The Aut
omobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance, covering materials to be transported by Contractor pursuant to the contract. This coverage may also be provided on the Contractors Pollution Liability policy.

C. If Gene
ral Liability, Contractors Pollution Liability and/or Asbestos Pollution Liability and/or Errors & Omissions coverages are written on a claims-made form:

1. The ret
roactive date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insuranc
e 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 cove
rage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

4. A cop
y of the claims reporting requirements must be submitted to the City of Stockton for review.

5. If the
services involve lead-based paint or asbestos identification / remediation, the Contractors Pollution Liability shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification / remediation, the Contractors Pollution Liability shall not contain a mold exclusion and the definition of “Pollution” shall include microbial matter including mold.

Umbrella or Excess Policy
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss EXHIBIT 1
covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A:VII if admitted in the State of California.

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

Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of subrogation which any insurer may acquire against City of Stockton, its officers, officials, employees, and volunteers, from Contractor by virtue of the payment of any loss. Contractor 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. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Stockton for all work performed by the Contractor, its employees, agents, and subcontractors.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.

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 EXHIBIT 1
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.

Certifi
cate Holder Address
The ad
dress for mailing certificates, endorsements and notices shall be:

City o
f Stockton
Its Officers, Officials, Employees and Volunteers
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202
EXHIBIT 1

EXHIBIT C

GENERAL TERM

S AND CONDITIONS

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

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

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

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

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

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

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

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

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

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

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

9. Contractor’s Status.

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

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's 2 EXHIBIT 1
control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Con tractor has control over the manner and means of performing the services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

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

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

10. Subcontractor.

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

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

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

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received. 3 EXHIBIT 1

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

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

12. Non-Assignability. The Contractor s hall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City m ay set forth in writing.

Contractor shall be solely responsible for reimbursing subcontractors.

13. Indemnity and Hold Harmless.

To the fullest extent permitted by law,
Contractor shall hold harmless, defend and indemnify
City of Stockton and
its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including
without limitation costs and
fees of litigation) 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 this agreement,
except such loss or damage
which was caused by the sole negligence
or willful misconduct of the City
of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this agreement.

These obligations shall survive the completion or termination of this agreement.

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

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

16. Conformance to Applicable Laws. Contractor
shall comply with all
applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on
the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person. 4 EXHIBIT 1

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

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

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

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

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

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

23. No Personal Liability. No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the Cit y or for any amount due Contractor.
5 EXHIBIT 1

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

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

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

26. Force Majeure. Neithe r party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a for ce majeure event, and to use diligent efforts to re- commence performance as promptly as commercially practicable.

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

28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
6 EXHIBIT 1

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

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

31. Entire Agreement, Integration, and Modification.

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

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

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

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
7 EXHIBIT 1
1 (Rev. 4.18.22)

EXHIBIT D

GOODS AND SERVICES TERMS AND CONDITIONS

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

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

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

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

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

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

3. Time for Performance.

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

3.2 Timeliness of Performance i) Contractor shall provide the S ervices, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other EXHIBIT 1
2 (Rev. 4.18.22)
losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

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

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

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

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

5. Compensation

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

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed EXHIBIT 1
3 (Rev. 4.18.22)
basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compens ation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

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

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

8. Right of Inspection
All Deliverables furnished by Contractor must be as specified in Exhibit A and will be subject to inspection and approval of City after delivery. City reserves the right to reject and return, at the risk and expense of Contractor, the portion of any Deliverable which may be defective or fail to comply with specifications in Exhibit A without invalidating the remainder of the Deliverables. If rejected, Deliverable will be held for disposition at the expense and risk of Contractor. Payment for Deliverable prior to inspection shall not constitute acceptance of the Deliverable.

9. Warranty
Contractor warrants that (i) any Deliverable created or performed by Contractor for City under this Agreement will conform to specifications, drawings or samples furnished by City to Contractor for a minimum period of one year, and (ii) any standard Deliverable sold by Contractor to other customers besides City will meet or exceed any of the standards for such types of product in industry, any express or implied warranty stated or EXHIBIT 1
4 (Rev. 4.18.22)
advertised by Contractor or the actual manufacturer of such Deliverable, or any warranties implied by law. Contractor’s warranty shall survive delivery of Deliverable and shall not be deemed waived by City’s failure to discover defects, acceptance of the Deliverable, or payment, therefore.

10. Ownership
Contractor shall have title to and bear the risk of any loss or damage to the Deliverable until the Deliverable is delivered and accepted by City in conformity with this Agreement. Upon delivery and acceptance, Deliverable delivered by Contractor shall become the exclusive property of City. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, or otherwise use the Deliverable. All artwork, patterns, dies, models, samples, materials, drawings, specifications, technical material, advertising material and any other personal property furnished by City to Contractor, or specifically paid for by City for use in performance of the Agreement, shall be and remain the property of City and said property shall be used only for Deliverables benefiting City. Contractor shall return to City or shall dispose of this property only according to City’s instruction.

11. Applicable Laws
Under guidelines specified in 29 CFR 1910.1200 (f) and (g) City requests that Contractor label applicable Deliverables accordingly and provide associated Safety Data Sheets (“SDS”) to City.

Deliverables must conform with all applicable federal, state, and local laws . Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.

12. Prevailing Wage
It shall be the responsibility of the Contractor to comply, when applicable, with the prevailing wage rates in accordance with the State of California Department of Industrial Relations. It shall further be the responsibility of the Contractor to monitor the prevailing wage rates as established by the California Department of Industrial Relations for any increase in rates during the term of this Agreement and adjust wage rates accordingly.

CONTRACTOR REGISTRATION REQUIREMENTS - Pursuant to Labor Code Section 1771.1(a): A Contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered Contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the Contractor is EXHIBIT 1
5 (Rev. 4.18.22)
registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.

No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. Department of Industrial Relations- Contractor Registration information and web link: https://www.dir.ca.gov/public-works/publicworks.html. In compliance with Senate Bill 854 and the California Labor Code, all Bidders shall include with their Bid proof of registration from the Department of Industrial Relations (DIR) that includes the contractor’s Legal Name, Registration Number, License Type/Number, Registration Date and Expiration Date, for every contractor and subcontractor, regardless of tier.

This project may be subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractors must submit their certified payroll records directly to the Division of Labor Standards Enforcement Compliance Monitoring Unit, as well as the City of Stockton.

13. Shipping Terms

City shipment terms are F.O.B. Destination, Freight Prepaid and Added unless otherwise specified in the Agreement. Contractor shall observe shipping instructions and, unless otherwise stated in the instructions, shall ship Deliverables in the safest and most economical manner necessary to meet the delivery date specified in the Agreement.

Contractor shall provide an itemized packing list showing the Agreement number with the shipment. Contractor shall include the Agreement number on all packages, boxes, invoices, and shipping documents. Contractor shall label all individual boxes with stock number and quantity and items with different stock numbers shall be boxed separately.

City reserves the right to refuse, at Contractor’s expense, any shipments not containing the Agreement number or stock numbers as required under this section.

14. Deliveries

TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ANY ORDER. If Deliverable is not provided or performed within the times specified in the Agreement, City may cancel the Agreement and hold Contractor liable for damages incurred due to the untimely delivery including, but not limited to, the additional costs resultant from City procuring substitute Deliverables elsewhere.

15. Price and Quantities
EXHIBIT 1
6 (Rev. 4.18.22)
Prices and quantities set forth in this Agreement may not be altered by Contractor without the prior written authorization of City, with the exception that quantities of custom paper or printed Deliverables, chemicals, or fuel may deviate from those in the Agreement by the lesser of standard industry practices.

EXHIBIT 1

EXHIBIT E

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

1. Projec
t Price

1.1 The maximum the Contractor shall be paid on this Agreement is $4,755,300 (hereafter the “not to exceed” amount). The “not to exceed” amount includes
all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does
not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

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

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

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

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

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

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

EXHIBIT 1

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

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

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

Task Description Unit Price
1 DWTP Deliveries 3.24/gal
2 Well Site Deliveries 4.17/gal

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

Hourly Billable Rate Schedule

Title

Role on Project
Hourly Billable
Rates
N/A $
$
$

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

Title Unit Price
N/A $

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

Please send all invoices to [email protected] and cc contract manager [email protected].

EXHIBIT 1

EXHIBIT F

TIMELINE

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

1.1 TIMELINE FOR COMPLETION OF WORK

Task Due Date
Supply and delivery of Sodium Hypochlorite (12.5%) to the Delta Water Treatment Plant (DWTP) and well sites as
needed for a period of five years.

June 30, 2031

EXHIBIT 1

CITY OF STOCKTON
STANDARD AGREEMENT I Agreement Number:

1. This Agreement is entered into between the City of Stockton ("City") and Hill Brothers Chemical Company ("Contractor") to provide Aqueous Ammonia as set forth in Exhibit A to this Agreement.

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

Commences on: 07/01/2026 Terminates on: 06/30/2031

3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: $ I 814,300 I

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.
(a) Exhibit A- Statement of Work
(b) Exhibit B - Insurance
(c) Exhibit C - General Terms & Conditions
(d) Exhibit D- Professional Services Special Terms & Conditions (e) Exhibit E - Compensation Schedule
(f) Exhibit F - Timeline
(g) Exhibit G - Special Funding Terms & Conditions (lfappiicablecheckbox)YES D IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
an individual, state whether a corporation, partnership, etc.):
-+i'c.~, br.\ /), t.ed-o ✓ o-9 S=JP::::,
Printed Name and Title of Person Signing
3000 E. Birch Street #108, Brea, CA 92821
Address

CITY OF STOCKTON
Johnny Ford, City Manager
ATTEST:

Katherine Roland, CMC, CPMC, City Clerk
APPROVED AS TO FORM:

Taryn Jones, Acting City Attorney
BY:
(Rev. 01.14.26}
1 Date
EXHIBIT 2

1. PROJECT OBJECTIVES

EXHIBIT A

STATEMENT OF WORK
Supply and delivery of Aqueous Ammonia (19%) to the Delta Water Treatment Plant (DWTP) and well sites as needed for a period of five years.

2. PROJECT SCOPE
The DWTP and well sites use chemicals to treat water and make it potable for human consumption. One of the chemicals needed for this process is Aqueous Ammonia.

Contractor shall furnish, deliver, and transfer into City tanks Aqueous Ammonia to the DWTP and other Municipal Utilities Department (MUD) facilities as required for a period of five years.

3. LIMITATIONS ON PRICE ADJUSTMENTS
There is no price increase in the first year of the contract. Thereafter, annual increases are not to exceed 5% for each succeeding year. In the event the Contractor increases base price in succeeding years, Contractor shall produce evidence that they have experienced a cost increase and by what amount costs have increased.

4. DELIVERY
Price quoted shall include all delivery and unloading charges, FOB Destination:

Delivery of services under this contract shall be made as follows:

DELTA WATER TREATMENT PLANT
11373 NORTH LOWER SACRAMENTO ROAD
LODI, CA 95242
Delivery bills of lading must be provided for each shipment. All bulk shipments must include a weight ticket from a certified weigh station in addition to a shipping manifest.

Delivery times and dates must be coordinated between the Contractor and City staff.

No delivery can be made when City staff are not on site. The Contractor must notify the City of any anticipated late deliveries at least 24 hours in advance of the scheduled delivery time and date, unless delivery delays are the result of in-route transportation delays, then notification must be provided as soon as possible to inform the City of the anticipated delivery date and time. Persistently late deliveries may be used as a basis for contract cancellation. Any deliveries not meeting chemical quality, regulatory, safety, or delivery requirements will be returned to the Contractor at no cost to the City and must be re-delivered by the Contractor within 48 hours of the unacceptable delivery.

No handling fees, offloading charges, or processing charges may be applied in addition to the freight charge.

It will be the responsibility of the Contractor to provide adequate assistance and/or equipment necessary to load and unload their products at the delivery site. No fee or additional charge will be accepted for split loads or multiple deliveries. Deliveries of chemicals shall be made within one week (5 business days) of notification (excluding 1 EXHIBIT 2
weekends and holidays) of the time of order.

In cases of critical need, shorter delivery times, including possible weekend and holiday deliveries may be required. Delivery is to be between the hours of 7:00A.M. and 3:00 P.M., Monday through Friday. The Contractor with the particular plant destination shall pre-arrange any variance from these days and hours City will provide access to City maps, conceptual drawings, records, studies, plans and other documents relating to the project, based on availability.

The Contractor is responsible for providing the correct connections/apparatus at no additional cost to pump/fill the tanks onsite. Any accidental chemical spills will be the responsibility of the contractor to clean in accordance with any federal, state and local regulations.

5. SAFETY REQUIREMENTS
The Contractor, their employees, subcontractors, and/or agents must conform to the rules and regulations pertaining to safety established by the California Division of Industrial Safety, and they must adhere to all State, Federal and Occupational Safety and Health Act (OSHA) safety standards while they are on the premises of any City facility. Furnished equipment, materials, and/or services must comply with all OSHA standards and regulations, and all applicable governmental laws and orders. City staff reserve the right to individually refuse any shipment, at their sole discretion, which cannot be unloaded using safe and proper techniques. Any such refusal must result in the return of the chemical at the Contractor's sole expense. If requested by City staff, the Contractor and/or the firm providing transportation of the chemical shall submit to a safety briefing at the City's site before commencing deliveries. In addition, if requested by City staff, the Contractor and/or the firm providing transportation of the chemical may be asked to review site safety materials and provide a signed acknowledgement of their receipt of the materials.

6. SPILLAGE
The Contractor must be prepared to provide safety training on the safe handling and use of the chemical and emergency procedures in the event of a leak or spill. Should a chemical spill or leak result due to negligence, faulty equipment, or inferior packaging on the part of the Contractor or their agents, the Contractor and their agents must be responsible for cleaning the spill or leakage and for bearing any cost incurred due to spill or leakage clean-up. It must be the Contractor's responsibility to effect immediate containment, clean-up, disposal, and restoration activities in accordance with the individual Facility's requirements and any and all applicable laws and regulations. All material associated with such clean up operations must be hauled away and lawfully disposed of at no charge to the City where the delivery is being made. The property of the City where the delivery is being made must not be used for such disposal. If the spill is NOT cleaned up, the City will hire a certified hazardous material handling company to clean up the spill, and the costs incurred, including any fines or penalties which may be imposed by regulating authorities, will be charged to the Contractor. Chemicals must stay in possession of the Contractor and must not be unloaded until accepted by the City. All chemicals must be delivered in accordance with Department of Transportation regulations.
2 EXHIBIT 2

7. INSPECTION AND ACCEPTANCE AT DESTINATION
Final inspection and acceptance shall be at destination. Although source inspection by the City is not anticipated, the City reserves the right to conduct such inspection as it deems appropriate. Standard operating procedures for delivery of product to include safety, offloading of product, onsite sampling and chemical analysis verification (quantity and quality), and spill procedures. Paperwork handling to include shipping documents, bill of lading, and any operator generated paperwork. City will provide the code building inspection and any special inspection required.

8. FORCE MAJEURE
Any Contractor that anticipates a workforce interruption or a production shutdown that could affect delivery of the chemical must email and call the contract manager to notify them of the potential interruption in deliveries.

9. LAWS AND REGULATIONS
All applicable State of California and Federal laws, City and County ordinances, licenses, and regulations of the City must apply during the contract period.

10. MATERIAL WARRANTY
Before the bid is awarded and, if applicable, the Contractor may be required to furnish a complete statement of the origin, composition and manufacture of any or all chemicals to be supplied, together with samples. The samples may be subjected to tests to determine their quality and fitness for the intended uses.

11. SPECIFICATIONS
Contractor agrees to furnish all quantities ordered by City during the contract period.

Quantities given are approximate usage per annum, City guarantees no minimum.

City reserves the right to increase and decrease the quantities. Contractor shall not exercise right of allocation during the term of this contract.

Aqueous Ammonia must be NSF/ANSI 60 certified. A certified analysis of composition & MSDS shall accompany each delivery. Contractor shall furnish a certified analysis of composition and Material Safety Data Sheets (MSDS) with each delivery.

The certificate of analysis shall contain the following:
• Date of manufacture
• Date of delivery
• Shipper ID
• Specific gravity at 60°F
• Percent(%) of ammonia
• Appearance
No deliveries will be accepted by City staff unless accompanied by said certificate of analysis for the specific batch or lot of chemicals delivered and the quality specifications listed in the bid contract documents are met. 3 EXHIBIT 2
• Charges for certificate of analysis from a certified laboratory shall be included in the bid price.
• Failure to supply the required certificate of analysis shall be sufficient cause to reject the load. A certificate of analysis that does not meet AWWA Standard 8306-07 shall be cause to reject the load.

Contractor shall provide emergency response training to City staff as required not less than twice annually. The first training session shall take place within sixty (60) days of contract commencement. The second training session shall take place midway through the contract period. City will provide a training room at DWSP as necessary.

Contractor shall provide samples or prepare test specimens of such materials to be furnished as the City may require. Sample items, when called for, must be furnished free of expense. All materials must be of the specified quality and equal to the approved sample. Materials not in accordance with these specifications, in the opinion of City, shall be made to conform thereto. Unsatisfactory material will be rejected by City. Contractor shall remove and replace, at its own expense, any part of the material that has been improperly provided. If they refuse or neglect to replace such defective material, it may be replaced by City at the expense of Contractor.

12. ESTIMATED QUANTITY
The quantities indicated are estimates of anticipated usage for a 12-month period and are given for informational purposes only. Nothing in these estimated annual quantities must be construed as obligating the City to purchase specific quantities, as these quantities may vary depending on actual operating conditions and demands during the contract term. The City reserves the right to purchase any volume of the chemical listed at the contract price, regardless of stated estimates of quantities. No price adjustments will be allowed as a result of an increase or a decrease in the quantity purchased.

CHEMICAL ESTIMATED ANNUAL UNIT USAGE

AQUEOUS AMMONIA
66,985 GALLONS
(19%)

13. TAXES
Pursuant to applicable provisions of the California Sales and Use Tax Law and related CDTFA guidance, chemicals added to water that is resold and that remain in the water as integral components of the treated water product may be purchased exempt from sales and use tax with a valid resale or exemption certificate.

The City shall provide all required resale or sales/exemption certificates to Contractor.

Invoices for exempt chemical purchases shall exclude sales/use tax. Any tax collected in error shall be refunded or credited to the City. 4 EXHIBIT 2

14. INVOICE
The following information must be provided on the invoice for each shipment delivered.

1. Order date, time and person placing order

2. Delivery date and time

3. Gallons of chemicals delivered

4. Price of Chemical

5. Total charge for Chemical delivery

6. Contract Number
Invoices are to be emailed directly to [email protected].

15. CONTRACT PERIOD
For a period of five years.

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

Contractor: City:

Hill Brothers Chemical Company City of Stockton
Attn: Frank Alari Attn: Clara lsho
3000 E Birch Street 11373 N. Lower Sacramento Road
Suite 108 Lodi, CA 95242
Brea, CA 92821

17. KEY PERSONNEL
Clara lsho
Program Manager II
Water Division
Municipal Utilities Department

18. OPTION TO RENEW
There is no option to renew.
5 EXHIBIT 2
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Exhibit B:

Insurance Requirements
(Chemical Aqueous Ammonia)
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees, or subcontractors. With respect to General Liability, Errors & Omissions, Contractors Pollution Liability, and/or Asbestos Pollution Liability, coverage should be maintained for a minimum of five (5) years after contract completion.

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 $3,000,000 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 any auto (Code 1), or if Contractor has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limit no less than $2,000,000 per accident for bodily injury and property damage.

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

4. Environmental Impairment/ Contractors' Pollution Legal Liability with limits no less than $2,000,000 per occurrence or claim, to include liability for Groundwater contamination, Explosion, Sudden and Accidental and Environmental cleanup, etc.

If the contractor 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.

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Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named Insured.

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.

Other Insurance Provisions
A. The General Liability, Automobile Liability, Contractors Pollution Liability, and/or Asbestos Pollution policies are to contain, or be endorsed to contain, the following provisions:

1. The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions 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.

2. For any claims related to this project, the Contractor's insurance coverage shall be primary and non-contributory insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, agents, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept EXHIBIT 2
REV 2024-03-25
endorsements limiting the Contractor's insurance coverage to the sole negligence of the Named Insured.

3. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

B. The Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance, covering materials to be transported by Contractor pursuant to the contract. This coverage may also be provided on the Contractors Pollution Liability policy.

C. If General Liability, Contractors Pollution Liability and/or Asbestos Pollution Liability and/or Errors & Omissions coverages are written on a claims-made form:

1. The retroactive date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

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

4. A copy of the claims reporting requirements must be submitted to the City of Stockton for review.

5. If the services involve lead-based paint or asbestos identification/ remediation, the Contractors Pollution Liability shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification / remediation, the Contractors Pollution Liability shall not contain a mold exclusion and the definition of "Pollution" shall include microbial matter including mold.

Umbrella or Excess Policy
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions {SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true "following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss EXHIBIT 2
REV 2024-03-25
covered hereunder, shall be called upon to contribute to a loss until the Contractor's primary and excess liability policies are exhausted.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A:VII if admitted in the State of California.

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

Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of subrogation which any insurer may acquire against City of Stockton, its officers, officials, employees, and volunteers, from Contractor by virtue of the payment of any loss. Contractor 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. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Stockton for all work performed by the Contractor, its employees, agents, and subcontractors.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.

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 EXHIBIT 2
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be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

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

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

City of Stockton
Its Officers, Officials, Employees and Volunteers
400 E Main Street, 3rd Floor - HR
Stockton, CA 95202
EXHIBIT 2

EXHIBIT C

GENERAL TERMS AND CONDITIONS

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

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

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

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

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

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

5. Ownership of Work. All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree 1 (Rev. 10.30.18; Mod 05.08.23 RM; Mod 03.27.24 RM}
EXHIBIT 2
to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense.

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

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

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

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

9. Contractor's Status.

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

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's 2 (Rev. 10.30.18; Mod 05.08.23 RM; Mod 03.27.24 RM)
EXHIBIT 2
control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

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

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

10. Subcontractor.

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

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

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

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received. 3 (Rev. 10.30.18; Mod 05.08.23 RM; Mod 03.27.24RM)
EXHIBIT 2

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

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

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

13. Indemnity and Hold Harmless. To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify City of Stockton and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) 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 this agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this agreement.

These obligations shall survive the completion or termination of this agreement.

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

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

16. Conformance to Applicable Laws. Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person. 4 (Rev. 10.30.18; Mod 05.08.23 RM; Mod 03.27.24 RM)
EXHIBIT 2

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

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

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

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

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

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

23. No Personal Liability. No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.
s
(Rev. 10.30.18; Mod 05.08.23 RM; Mod 03.27.24 RM)
EXHIBIT 2

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

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

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

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

28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
6 (Rev. 10.30.18; Mod 05.08.23 RM; Mod 03.27.24 RM)
EXHIBIT 2

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

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

31. Entire Agreement. Integration, and Modification.

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

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

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

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
7 (Rev. 10.30.18; Mod 05.08.23 RM; Mod 03.27.24 RM)
EXHIBIT 2

EXHIBIT D

GOODS AND SERVICES TERMS AND CONDITIONS

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

1.1 "Services" means, collectively, the services, duties and responsibilities described in Exhibit A of this Agreement and any and all work necessary to complete them or carry them out fully and to the standard of performance required in this Agreement.
1 .2 "Deliverable" means quantifiable goods or services that will be provided upon completion of a project. A deliverable is any tangible material, work or thing delivered by one party to the other, including associated technical documentation. A deliverable can be tangible or intangible parts of the development process, and often are specified functions or characteristics of the project.

2. General. The following terms and conditions are applicable for the purchase of goods and services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions ("GTC") Exhibit C, and all other Exhibits identified in the Standard Agreement.

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

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

3. Time for Performance.

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

3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor's agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other 1 (Rev. 4.18.22)
EXHIBIT 2
losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

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

4.1 Contractor's Services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor's profession currently practicing under similar conditions. Contractor shall comply with the profession's standard of performance, applicable laws, regulations, and industry standards. By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state, and local laws. If Contractor is retained to perform services requiring a license, certification1 registration or other similar requirement under California law, Contractor shall maintain that license, certification, registration, or other similar requirement throughout the term of this Agreement. 4 .2 Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.

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

5. Compensation

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

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed 2 (Rev. 4.18.22)
EXHIBIT 2
basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

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

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

8. Right of Inspection
All Deliverables furnished by Contractor must be as specified in Exhibit A and will be subject to inspection and approval of City after delivery. City reserves the right to reject and return, at the risk and expense of Contractor, the portion of any Deliverable which may be defective or fail to comply with specifications in Exhibit A without invalidating the remainder of the Deliverables. If rejected, Deliverable will be held for disposition at the expense and risk of Contractor. Payment for Deliverable prior to inspection shall not constitute acceptance of the Deliverable.

9. Warranty
Contractor warrants that (i) any Deliverable created or performed by Contractor for City under this Agreement will conform to specifications, drawings or samples furnished by City to Contractor for a minimum period of one year, and (ii) any standard Deliverable sold by Contractor to other customers besides City will meet or exceed any of the standards for such types of product in industry, any express or implied warranty stated or 3 (Rev. 4.18.22)
EXHIBIT 2
advertised by Contractor or the actual manufacturer of such Deliverable, or any warranties implied by law. Contractor's warranty shall survive delivery of Deliverable and shall not be deemed waived by City's failure to discover defects, acceptance of the Deliverable, or payment, therefore.

10. Ownership
Contractor shall have title to and bear the risk of any loss or damage to the Deliverable until the Deliverable is delivered and accepted by City in conformity with this Agreement. Upon delivery and acceptance, Deliverable delivered by Contractor shall become the exclusive property of City. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, or otherwise use the Deliverable. All artwork, patterns, dies, models, samples, materials, drawings, specifications, technical material, advertising material and any other personal property furnished by City to Contractor, or specifically paid for by City for use in performance of the Agreement, shall be and remain the property of City and said property shall be used only for Deliverables benefiting City. Contractor shall return to City or shall dispose of this property only according to City's instruction.

11. Applicable Laws
Under guidelines specified in 29 CFR 1910.1200 (f) and (g) City requests that Contractor label applicable Deliverables accordingly and provide associated Safety Data Sheets ("SOS") to City.

Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.

12. Prevailing Wage
It shall be the responsibility of the Contractor to comply, when applicable, with the prevailing wage rates in accordance with the State of California Department of Industrial Relations. It shall further be the responsibility of the Contractor to monitor the prevailing wage rates as established by the California Department of Industrial Relations for any increase in rates during the term of this Agreement and adjust wage rates accordingly.

CONTRACTOR REGISTRATION REQUIREMENTS- Pursuant to Labor Code Section 1771.1 (a): A Contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered Contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the Contractor is 4 ( Rev. 4.18.22)
EXHIBIT 2
registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.

No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1 (a)].

No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. Department of Industrial Relations- Contractor Registration information and web link: https://www.dir.ca.gov/public-works/publicworks.html. In compliance with Senate Bill 854 and the California Labor Code, all Bidders shall include with their Bid proof of registration from the Department of Industrial Relations (DIR) that includes the contractor's Legal Name, Registration Number, License Type/Number, Registration Date and Expiration Date, for every contractor and subcontractor, regardless of tier.

This project may be subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractors must submit their certified payroll records directly to the Division of Labor Standards Enforcement Compliance Monitoring Unit, as well as the City of Stockton.

13. Shipping Terms
City shipment terms are F.O.B. Destination, Freight Prepaid and Added unless otherwise specified in the Agreement. Contractor shall observe shipping instructions and, unless otherwise stated in the instructions, shall ship Deliverables in the safest and most economical manner necessary to meet the delivery date specified in the Agreement.

Contractor shall provide an itemized packing list showing the Agreement number with the shipment. Contractor shall include the Agreement number on all packages, boxes, invoices, and shipping documents. Contractor shall label all individual boxes with stock number and quantity and items with different stock numbers shall be boxed separately.

City reserves the right to refuse, at Contractor's expense, any shipments not containing the Agreement number or stock numbers as required under this section.

14. Deliveries
TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ANY ORDER. If Deliverable is not provided or performed within the times specified in the Agreement, City may cancel the Agreement_and hold Contractor liable for damages incurred due to the untimely delivery including, but not limited to, the additional costs resultant from City procuring substitute Deliverables elsewhere.

15. Price and Quantities
5 (Rev. 4.18.22)
EXHIBIT 2
Prices and quantities set forth in this Agreement may not be altered by Contractor without the prior written authorization of City, with the exception that quantities of custom paper or printed Deliverables, chemicals, or fuel may deviate from those in the Agreement by the lesser of standard industry practices.
6 (Rev. 4.18.22)
EXHIBIT 2

EXHIBIT E

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

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $814,300 (hereafter the "not to exceed" amount). The "not to exceed" amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

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

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

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

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

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

Thereafter, Contractor must complete services based on the Agreement without additional compensation unless there is a material change to the Statement of Work and Scope by a written Amendment.
1 (Rev. 10.30.18)
EXHIBIT 2
1 .4 If work is completed before the "not to exceed" amount is reached, the Contractor's compensation will be based on the Contractor's invoices previously submitted for acceptable work performed and approved.

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

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

Task Description Unit Price
1 Aqueous Ammonia 19% 2.20/gal

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

Hourly Billable Rate Schedule
Hourly Billable
Title Role on Project Rates
N/A $
$
$

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

Title Unit Price
$

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

Please send all invoices to [email protected] and cc contract manager [email protected] .
2 (Rev. 10.30.18)
EXHIBIT 2

EXHIBIT F

TIMELINE

1. Contractor shall complete the requested services identified in Exhibit A as follows:
1 .1 TIMELINE FOR COMPLETION OF WORK
Task Due Date
Supply and delivery of Aqueous Ammonia { 19%) to the Delta Water June 30,2031 Treatment Plant {DWTP) and well sites as needed for a period of five years.
1 (Rev, 10.27.22)
EXHIBIT 2
City of Stockton
Legislation Text
File #: 26-0269, Version: 1
APPROVE MOTION TO ADOPT STANDARD AGREEMENT AMENDMENT NO. 4 BETWEEN FLOCK GROUP INC. AND THE CITY OF STOCKTON IN AN AMOUNT OF $3,150,000 FOR THE

ADDITION OF FLOCK DRONE AS FIRST RESPONDER SYSTEM

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

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

2. Authorize the City Manager to approve Standard Agreement Amendment No. 4 between Flock Group Inc. (Flock) and the City of Stockton (City), in the amount of $3,150,000 for the addition of the Flock Drone as First Responder (DFR) platform services, and extend the contract term through April 14, 2031.

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

Summary
The Stockton Police Department (SPD) seeks to add the Drone as First Responder (DFR) platform from Flock, including hardware, software, FAA regulatory support, and subscription services to support the deployment and operation of six drones.

The DFR system will provide rapid aerial deployment to calls for service, enhance real time situational awareness, improve officer safety, and integrate with the existing Flock system currently used by SPD for investigative and evidence management. The amendment and the detailed quote are included as Attachment A.

Staff recommends that Council approve a contract amendment with Flock in the amount of $3,150,000 and extend the agreement term through April 14, 2031.

DISCUSSION
Background
In September 2023, the City executed a contract for 15 Flock License Plate Readers (LPR). The Flock LPR platform assists in generating investigative leads, solving criminal cases, and enhancing regional information sharing.

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File #: 26-0269, Version: 1
On November 19, 2024, the City Council approved Motion No. 2024-11-19-1211, authorizing Amendment No. 2 to increase the Flock contract by $1,196,700 for the addition of 105 LPR cameras throughout the City. Since implementation, the platform has continued to provide investigative leads, support violent crime investigations, and contribute to crime reduction efforts.

On June 26, 2025, the City executed Amendment No. 3, adding $95,000 and extending LPR services through June 30, 2027, bringing the total contract value to $2,266,700.

Given the demonstrated success of the LPR system and SPD’s continued need to maximize operational efficiency with an understaffed workforce, the SPD now seeks to introduce the flock DFR platform. DFR programs are becoming standard in law enforcement agencies nationwide.

Implementing DFR will expand SPD’s technological capabilities by providing rapid aerial response and enhanced situational awareness, further strengthening public safety operations within the existing Flock operating system environment.

Present Situation
SPD continues to face staffing shortages while responding to increasing service demands. The deployment of six drones through Flock’s DFR 2.0 system will improve officer resource allocation and operational efficiency by:
• Reducing response times through rapid aerial deployment • Enhancing situational awareness and decision making with real time intelligence • Improving safety for officers and the public
The Flock proposal includes six DFR M4TD drones, Flock911 integration, FAA regulatory services, training, and a five-year subscription term.

The total contract cost for this DFR system is $3,150,000 over a 60-month term, with Year 1 costs of $390,000 and annual recurring costs of $690,000.

This integrated platform enables SPD to respond more effectively to priority incidents, strengthen perimeter containment, support suspect searches, and enhance officer safety without increasing staffing.

Staff requests Council approval of Amendment No. 4 to expand the Flock contract to include DFR platform services and extend the agreement through April 14, 2031.

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

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Findings to support the purchase are as follows:

1. Flock maintains proprietary rights to law enforcement specific technology that extends beyond traditional license plate recognition. Its platform integrates with systems utilized by partner agencies, facilitating regional information sharing and coordinated investigative efforts among law enforcement agencies.

2. There is a limited market of vendors that provide comparable public safety technology to government agencies with the demonstrated accuracy, reliability, and performance standards of the Flock LPR system.

3. Flock’s Drone as First Responder technology is proprietary and fully integrated within the existing Flock LPR and evidence management ecosystem currently utilized by SPD, ensuring system compatibility, operational continuity, and streamlined investigative workflows.

Flock provides law enforcement software products already utilized by the SPD; expanding the existing portfolio protects continuity of critical services.

FINANCIAL SUMMARY
The proposed amendment will increase the contract by $3,150,000, resulting in a new not-to-exceed amount of $5,416,700, and extend the agreement term through April 14, 2031.

Year 1 costs total $390,000 at contract execution, with annual recurring costs of $690,000 for the remaining subscription term.

Funding for the first year will be supported by Board of State and Community Corrections grant funds that have already been awarded to SPD, supplemented by the SPD Field Services Division budget.

Funding for subsequent years of the DFR program is anticipated to come from additional grant sources.

If grant funding or budget from SPD’s General Fund are not available in future years, SPD will need to request additional appropriations or pursue termination of the contract with Flock. The terms and conditions of the agreement allows for termination due to lack of appropriations, with no associated financial penalties.

Attachment A - Flock DFR Amendment No. 4 and Quote
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Attachment A

CITY OF STOCKTON
STANDARD AGREEMENT AMENDMENT Agreement Number: Amendment Number:
423000702 4
This Amendment Number _4_ to the above referenced Agreement is entered into on ____ _, between the City of Stockton ("City") and Flock Group Inc.

RECITALS
Exhibit A Term and Termination, Paragraph 7.1 Changes, states that both parties may modify the scope of services and any material extension or change in the scope shall be memorialized in a written amendment prior to the performance of additional work; and
Exhibit A Entire Agreement, Paragraph 11.4 Changes, states no variation of the terms of this Agreement shall be valid unless an Amendment is made in writing and signed by both parties; and Exhibit A Special Terms, Paragraph 11. 7 Changes, states specials terms which are indicated in the proposal and shall become part of this Amendment; and
The City needs to increase the Compensation, Not to Exceed amount in the Order Form of the Standard Agreement, by $3,150,000 to include Flock Safety Drones, and Add-ons.

Now therefore, the City and the Contractor mutually agree as follows:

1.The termination date in Paragraph 2 of the Standard Agreement is amended to:

April 14, 2031

2.The maximum not to exceed amount to be paid to the Contractor, including if authorized, reimbursement of expenses, in Exhibit A Order Form, will now read as follows:

2.1 'The maximum the Contractor shall be paid on this Agreement is $3,150,000 (hereafter the "not to exceed" amount) for 5 years. The "not to exceed" amount includes City approved reimbursable expenses, if any, and all payments to be made pursuant to this Agreement's sum for the initial term and extended term. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit A Section 2 or other requirements of this Agreement.

Initial Term the maximum not to exceed amount is $2,266,700 Extended Term the maximum not to exceed amount is $3,150,000 Total maximum compensation to be paid to the Contractor under this Agreement for the initial term and the extended term shall not exceed $5,416,700

3. The Contractor will continue to provide the Flock Safety Drones, and Add-ons in accordance with the original purchase in the maximum not to exceed amount of $5,416,700 for 5 years.

All other terms and conditions of the Agreement shall remain unchanged and remain in full force and effect unless modified by a written amendment signed by both parties. 1 (Rev. 02.13.25)
Docusign Envelope ID: C5E7051B-5059-41D2-828A-661C2B1BFFFF IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
Flock Group, Inc.

Contractor's Name (if other than an individual, state whether a corporation, partnership, etc.):

Authorized Signature
Printed Name and Title of Person Signing
Address
Johnny Ford, City Manager
ATTEST:

Katherine Roland, CMC, CPMC, City Clerk
APPROVED AS TO FORM:

Marci A. Arredondo, City Attorney
BY:
(Rev. 02.13.25)
Date

CITY OF STOCKTON
Date
Attachment A
Docusign Envelope ID: C5E7051B-5059-41D2-828A-661C2B1BFFFF 1170 Howell Mill Road Atlanta GA
Chief Legal Officer
3/13/2026
Dan Haley
Flock Safety + CA - Stockton PD______________Flock Group Inc.1170 Howell Mill Rd, Suite 210Atlanta, GA 30318______________MAIN CONTACT:Peter [email protected]+14156968512Quote Number: Q-183888Expiration Date: 03/31/2026 Attachment A
Docusign Envelope ID: C5E7051B-5059-41D2-828A-661C2B1BFFFF ORDER FORMThis order Order FormTermsset forth the general legal terms governing the relationship (collectively, the "Agreement"). The Terms contain, among other things, warranty disclaimers, liability limitations and use limitations.Effective DateCustomer:CA -Stockton PDInitial Term:60MonthsLegal Entity Name:CA -Stockton PDRenewal Term:36MonthsAccounts Payable Email: [email protected] Payment Terms: Net 30Address: 22 E Market St Stockton, California 95203 Billing Frequency: Annual Plan - First Year Invoiced at Signing.Retention Period:30DaysHardware and Software ProductsRecurring amounts over subscription termItemCostQuantityTotalFlock Safety Platform$630,000.00Flock Safety Drone Hardware and ServicesFlock Aerodome DFR - Radar Included 2 IncludedFlock DFR - M4TD + Dock 3 Included 6 IncludedFlock911 for Aerodome Included 1 IncludedFlock Safety Video ProductsFlock Mobile Security Trailer - Subscription Included 1 IncludedFlock Safety Platform Add OnsFlock Safety Platform - FreeForm Add-On Included 1 IncludedFlock FreeForm- Included Integrated Video Streams Included 10 IncludedSubtotal Year 1:$390,000.00Annual Recurring Subtotal:$690,000.00Discounts:$300,000.00Estimated Tax:$0.00Contract Total:$3,150,000.00Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This Agreement will automatically renew for successive Renewal Termnotice of non-renewal at least thirty (30) days prior to the end of the then-current term.

Attachment A
Docusign Envelope ID: C5E7051B-5059-41D2-828A-661C2B1BFFFF The Term for Flock Hardware shall commence upon first installation and validation, except that the Term for any Flock Hardware that requires self-installation shall commence upon execution of the Agreement. In the event a Customer purchases more than one type of Flock Hardware, the earliest Term start date shall control. In the event a Customer purchases software only, the Term shall commence upon execution of the Agre ement.Attachment A Docusign Envelope ID: C5E7051B-5059-41D2-828A-661C2B1BFFFF Billing ScheduleBilling ScheduleAmount (USD)Year 1At Contract Signing $390,000.00Annual Recurring after Year 1$690,000.00Contract Total$3,150,000.00*Tax not includedDiscountsDiscounts AppliedAmount (USD)Flock Safety Platform $0.00Flock Safety Add-ons $0.00Flock Safety Professional Services $0.00Flock Safety Drone Hardware and Services $300,000.00Attachment A Docusign Envelope ID: C5E7051B-5059-41D2-828A-661C2B1BFFFF Product and Services DescriptionFlock Safety Platform ItemsProduct DescriptionFlock Mobile Security Trailer -SubscriptionMobile Security Trailer package provides the Flock technology to deter crime and capture evidence through: - Blue Deterrence Light -2 x PTZ Video Camera - 1 360 Degree Multisensor Camera - Audio Talk DownFlock DFR - M4TD + Dock 3Drone as First Responder (DFR) 2.0 system, including hardware, software, and services. Hardware includes M4D series drone, camera, batteries, and contact-charging Dock 3. Software includes remote piloting, air traffic awareness, spectator view, mobile app, flight logging, mission reporting, and community engagement dashboard. Services include FAA regulatory services, SOP development, training, and ongoing support.Flock911 for AerodomeFlock911 enables users to access live 911 calls directly within the FlockOSsoftware, delivering real-time situational context that ensures faster, safer, and more efficient responses to calls for service.Flock Aerodome DFR - RadarDrone as First Responder (DFR) 2.0 detect and avoid capabilities for operations up to 400 ft according to agreed-upon UASFM altitudes. Includes FAA regulatory services and installation.Flock Safety Platform - FreeForm Add-OnAI-powered software add-on to the Flock Safety Platform that adds the ability for users to search using plain language across LPR images and video footage (from FreeForm-enabled devices) with built-in safeguards ensuring ethical and compliant usage.Flock FreeForm- Included Integrated Video Streams Baseline allocation of FreeForm-enabled third-party video streams included with a FreeForm license.Attachment A Docusign Envelope ID: C5E7051B-5059-41D2-828A-661C2B1BFFFF PRODUCT ADDENDUMUNMANNED AIR SUPPORT AS A SERVICE (UASaaS) PROGRAMFOR DRONE RESPONSE SERVICESWHEREAS, Customer has determined that it is in the interests of public safety for it to have the ability to utilize unmanned drones during crisis incidents, public emergencies, and in certain public safety operations, to the extent permitted by law;WHEREAS, Flock is in the business of providing unmanned drone services (the unmanned drone services Flock Services;NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and Flock agree as follows:1.UNMANNED AIR SUPPORT GENERAL TERMS OF DELIVERY1.1Flock Services and Hardware. Flock shall provide access to Customer the Flock Servicesin the Agreement. Flock maintains ownership of all the Flock Hardware. Each year, as specified in the Order Form, the Customer will be provided with a designated number of batteries. Customer may place an order for additional Flock 1.2FAA Regulatory Waivers. Flock will assist Customer in acquiring any required Federal .1.3 Deliverydelivery address set forth If for any reason Customer fails to accept delivery of the Flock Hardware by the date fixed pursuant to Flock's notice stating that the Flock Hardware is available at the Delivery Point: (i) Customer shall bear the risk of loss to the Flock Hardware; (ii) the Flock Hardware shall be deemed to have been delivered; and (iii) Flock, at its option, may store the Flock Hardware until collected by Customer, whereupon Customer shall be liablefor all related costs and expenses (including, without limitation, storage and insurance). Once the Flock Hardware ismade available as the Delivery Point, Customer is responsible for any resulting use of the Flock Hardware by allAuthorized Users and all third-parties who may gain access to the same.1.4 Pilot Servicespricing set forth in the Order Form. The Pilot Services shall be considered part of the Flock Services. When operating the Flock Hardware, the Pilot shall comply with the reasonable requests of Customer. Such Pilot Services may be used use of the Pilot Services shall not alleviate any of 2.LOSS AND DAMAGE OF FLOCK HARDWARE2.1Customer assumes and shall bear the entire risk of loss, damage to, theft or destruction of, all Flock Hardware. LOSS OR DAMAGE TO THE FLOCK HARDWARE, OR ANY PART OF IT, SHALL NOT ns with respect to this Section shall commence upon delivery of the Flock Hardware.

Attachment A
Docusign Envelope ID: C5E7051B-5059-41D2-828A-661C2B1BFFFF

2.2Customer agrees to immediately notify Flock of any accident or event of loss or damage involving the Flock Hardware. The notification shall include any information as may be pertinent to Flock's investigation of such accident, loss, or damage, or which Flock may reasonably require.3.FEES. The Order Form dictates the Flock Hardware, software, personnel, and Flock Services andthe entire Flock Services corresponding fees. Customer shall pay the Fees as described on the Order Form.4.TERM. The term of this Agreement commences on the Effective Date of this Agreement andcontinues until Termexpire and/or terminate according to the terms set forth in such Order Form. On expiration or termination of the Agreement, all licenses provided hereunder by Flock shall immediately expire. 5.FLOCK DRONE IP.Customer Data does not include, and Flock Drone IP (defined herein)expressly includes, any data to the extent processed by, resulting as an output of, or based on the usage of, the Flock Services, Flock Hardware, including, without limitation, data collFlock Services, Flock Hardware by or on behalf of Flock (not including any Customer Data) and (ii) any aggregated and anonymized data extracted or derived from the Flock Services, or use of the Flock Hardware, including all aggregated and anonymized usage data, statistical data, transactional data, metadata, market data, flight logs and flight history, telemetry data and logs, fleet information including drone serial numbers and models, connected device information including radar data concerning the surrounding airspace, and other aggregated and anonymized data collected from user data Flock Drone IPFlock reserves the right to create and market public indexes, analysis or insights created from such data. Customer agrees that it will not share, sell, transfer, or make available any Flock Drone IP to any third party without the prior express written consent of Flock.

Attachment A
Docusign Envelope ID: C5E7051B-5059-41D2-828A-661C2B1BFFFF SCHEDULE ASERVICESFlock makes no warranties regarding the efficacy of the training detailed below.1.AIRWORTHINESS TRAININGFlock will make commercially reasonable efforts to provide training for the Customer to maintain the airworthiness of its drones, including compliance-related trainings. Customer shall be responsible for ensuring that all crew, including pilot in command, visual observer, sensor or payload operator, or other persons necessary for the safe operation of the flight have the qualifications, experience, licenses, and certificates required by applicable FAA regulations and that all have the necessary skill required to perform their duties. After completion of training, Customer will be responsible for maintaining the airworthiness of drones to which Customer is responsible and the ensuring that the respective operations are in line with all applicable laws and regulations. The training will be conducted via both online and in-person methods, as agreed upon by both parties. The frequency and duration of training will be mutually decided and scheduled to the convenience of the Customer.2.FLIGHT TRAININGFlock will assist the Customer in obtaining FAA BVLOS waivers and train the Customer on compliance matters related to such waivers. Flock will start with one deployment location at a time, and work up to the agreed upon number of deployment locations for all UAS. As part of the BVLOS process, Flock will provide training materials to the Customer to certify all employees of the Customers selectedVOsFlock will provide training to officers on how to utilize the Flock IP. This will consist of:Showing how to access Flock on their respective internet devicesShowing how to view a live stream through the applicationShowing how to control the drone using the applicationShowing how to report problems if they come across them on the applicationThe training will be conducted via both online and in-person methods, as agreed upon by both parties. The frequency and duration of training will be mutually decided and scheduled to the convenience of the Customer.3.FLOCK HARDWARE TRAININGThere will also be training for the Customer to use the Flock Hardware. This training will consist of:Discussing maintenance list for the drone, and how to maintain airworthinessTeaching how to fly the drone autonomously using the Flock IPTeaching how to fly the drone manually using the remote controller Attachment A
Docusign Envelope ID: C5E7051B-5059-41D2-828A-661C2B1BFFFF The training will be conducted via both online and in-person methods, as agreed upon by both parties. The frequency and duration of training will be mutually decided and scheduled to the convenience of the Customer.4.DEPLOYMENT SUPPORTFlock will teach the Customer how to dispatch the Flock Hardware using the software for 911 calls.Only personnel authorized by Customer may have access to the livestream from the drone. They will also be taught on -connected device. Authorized personnel may have access to the Flock IP, which can convey the current status of the drone, and how to tell the drone to conduct additional maneuvers if needed.All operations mustPICis an FAA-certified pilot. Customer will provide the PICs needed to sustain this program.SOPdeployments, privacy, and community engagement.Flock will ensure correct implementation of each Flock station and its included Flock Hardware which may or may not include the aircraft, on-prem servers, charging dock installations, radars, and more.Attachment A Docusign Envelope ID: C5E7051B-5059-41D2-828A-661C2B1BFFFF SCHEDULE BSPECIFICATIONSCustomer must abide by the following standards:Operational:Per FAA regulations, and without the necessary waiver, a minimum of one pilot is required to operate eachdrone.Train members of the city to be VOs so that the Customer can have FAA-compliant and safe BVLOSoperations (Flock will provide training material if needed).CAD) system, Customerwill provide access to said CAD system at no cost to Flock to location information and other pertinentinformation about calls-for-service as they are placed.Flock will provide their Flock software interface to command the Flock Hardware. Customer mustindependently access and store any personal information about calls-for-services other than their location andthe type of response (police, fire, or EMS) they prompted.Customer shall be responsible to integrate with CAD software to pull location information and call type information of every call-for-service that the Customer decides the drone should be deployed to, so long as there are no monetary charges to Flock for said integration.

Attachment A
Docusign Envelope ID: C5E7051B-5059-41D2-828A-661C2B1BFFFF By executing this Order Form, Customer represents and warrants that it has read and agrees all of the terms and conditions contained in the Terms of Service located at https://www.flocksafety.com/terms-and-conditions.

The Parties have executed this Agreement as of the dates set forth below.

FLOCK GROUP, INC. Customer: CA - Stockton PD
By:
\FSSignature2\
By:
\FSSignature1\
Name:
\FSFullname2\
Name:
\FSFullname1\
Title:
\FSTitle2\
Title:
\FSTitle1\
Date:
\FSDateSigned2\
Date:
\FSDateSigned1\
PO Number:

Attachment A
Docusign Envelope ID: C5E7051B-5059-41D2-828A-661C2B1BFFFF Dan Haley
3/13/2026
Chief Legal Officer
Updated 8.26.25
Vendor: Date: 02/17/26
Dept: Contract 423000702
Account # Requestor: D.Trejo
$97,400
07/01/23
Original Contract Council Approval Date:
06/30/25
5,416,700.00$
5,319,300.00$
Effective Date: Dec 2, 2021
CM Authority: $ 100,000 04/14/31

D M WD CM CC
CURRENT BALANCES OF CCOs
Last Council Action 2,074,300.00$ 11/19/24 2,171,700.00$ 317,170.00$ Total approved CCOs since last Council Action 95,000.00$ 15 69 2,266,700.00$ 222,170.00$ NEW PROPOSED CCOs
2,266,700.00$ 317,170.00$
4 Increase Funding Flock Aerodome DFR - Radar 3,150,000.00$ 15 31 Y 5,416,700.00$ (2,927,830.00)$ Current CCO amount 3,150,000.00$
PREVIOUSLY APPROVED CCOs
Original Contract 97,400.00$
1 Amendment 1 (911 Software) 877,600.00$ 14 Y 07/09/24 975,000.00$ 2 Amendment 2 (Flock Camera) 1,196,700.00$ 24 Y 11/19/24 2,171,700.00$ 3 Increase in Funding Original Contract ALPR CAMERAS 95,000.00$ 0 Y 2,266,700.00$ Previous CCO Amount -----> 2,169,300.00$ 15 69 11/19/2024 2,171,700.00$ Total CCO Amount and Time Extension To-Date -----> 5,319,300.00$ 15 69

CHANGE ORDER CALCULATOR
1 Flock Safety
1Police Deapartment

ENTRIES IN BOLD RED INDICATE
YOUR BALANCE OF CM AUTHORITY CCO AMOUNT IS EXCEEDED.

YOU MUST GO TO COUNCIL FOR APPROVAL.

Original Contract Amount:
2 Original Contract Award Date:

Original Contract Expiration Date:

Contract Amount to date:
3 Authorized CCO Amount to date:

Contract Expiration to date:
4 CCO No. Description
Requested
CCO Amount
Time
Extensions Revised
Contract Amount
Revised
CCO Authority Balance
4 5
Required
Approval
by:

Date CC
Approved
(mm/dd/yy)
Attachment A
Docusign Envelope ID: C5E7051B-5059-41D2-828A-661C2B1BFFFF City of Stockton
Legislation Text
File #: 26-0162, Version: 1

APPROVE MOTION TO AWARD A SERVICE CONTRACT FOR COMMUNITY CENTERS GYM

FLOOR REFINISHING PROJECT

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

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

2. Award a Service Contract in the amount of $157,200 to Old Growth Sport Floors, Inc. of West Sacramento, CA, for the Community Centers Gym Floor Refinishing, Project No. OM-24-124.

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

Summary
The City is responsible for maintaining the wood gymnasium floors at five City-operated community centers and one joint-use community center. To maintain the floor’s surface performance, each wood floor requires annual screening and recoating, and full sanding and refinishing every five years.

On October 9, 2025, the City advertised a Request for Proposals (RFP) for the Community Centers Gym Floor Refinishing, Project No. OM-24-124. On November 5, 2025, two firms submitted proposals for this project. The Selection Committee evaluated the proposals and found Old Growth Sport Floors, Inc. to be the most qualified and highest ranked firm.

It is recommended that Council approve a motion authorizing the City Manager to execute a Service Contract, in the amount of $157,200, with Old Growth Sport Floors, Inc. for the Community Centers Gym Flooring Refinishing, Project No. OM-24-124 (Attachment A).

DISCUSSION
Background
The City is responsible for maintaining the wood gymnasium floors at the Arnold Rue, Seifert, Van Buskirk, and Stribley Community Centers, the social hall at the Oak Park Senior Center, and the Merlo Gymnasium. These facilities experience constant, high-impact gym floor use from recreational programming, athletic leagues, classes, and community events, resulting in wear, loss of finish, and reduced surface performance. To maintain the floor’s surface performance, each wood floor requires annual screening and recoating, and full sanding and refinishing every five years.

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File #: 26-0162, Version: 1
Present Situation
The gym floors at Arnold Rue, Seifert, Van Buskirk, and Stribley Community Centers, the social hall at the Oak Park Senior Center, and the Merlo Gymnasium are due for these preventative maintenance services.

On October 9, 2025, the City advertised an RFP for the Community Centers Gym Flooring Refinishing, Project No. OM-24-124. On November 5, 2025, two proposals were received from the following firms:
· Old Growth Sport Floors, Inc. (West Sacramento, CA)
· Roy’s Flooring (Van Nuys, CA)
A Selection Committee comprised of Public Works and Community Services staff evaluated and ranked all proposals based on each firm’s experience with similar kinds of work, qualifications and cost. Old Growth Sport Floors, Inc. received the highest ranking, based on the noted criteria, and was determined to be the most qualified firm for this project.

It is recommended that Council approve a motion authorizing the City Manager to execute a Service Contract, in the amount of $157,200, with Old Growth Sport Floors, Inc. of West Sacramento, CA, for the Community Centers Gym Floor Refinishing, Project No. OM-24-124 (Attachment A).

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

1. The City does not have the internal resources to provide wood floor refinishing services.

2. Screening, sanding, recoating, and refinishing wood gymnasium floors involves specialized equipment and work that requires an experienced, qualified contractor who has successfully provided services similar in frequency and scope.

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

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

FINANCIAL SUMMARY
There are sufficient funds budgeted and available in the various Recreation and Senior Center accounts in both the Community Center Services Recreation fund (100-125) and the Measure M fund (210-00) to award a Service Contract, in the amount of $157,200, to Old Growth Sport Floors, Inc. for the project.

Attachment A - Service Contract with Old Growth Sport Floors, Inc.

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CONTRACT FOR SERVICES
THIS CONTRACT is entered into this day of 2026, between the CITY OF STOCKTON, a municipal corporation (“CITY ), and OLD GROWTH SPORTS FLOORS, INC., a STATE OF CALIFORNIA CORPORATION, with a business
address at 830 RIVERSIDE PARKWAY, SUITE 60, WEST
SACRAMENTO, CA 95605, hereinafter called "CONTRACTOR.," THIS CONTRACT is for the COMMUNITY CENTERS GYM FLOOR
REFINISHING (PROJECT NO. OM-24-124), hereinafter referred to as “
SERVICE”.

RECITALS
A. CONTRACTOR represents that it
is licensed in the State of California and
is qualified, willing and able to provide the services proposed in the SCOPE OF WORK section of this Contract.

B. CONTRACTOR represents that
it is registered pursuant to Labor Code
Section 1725.5 and will register annually with the Department of Industrial Relations, if the services have a wage determination for the services outlined in the SCOPE OF WORK section of this Contract.

C. CONTRACTOR represents that
it will pay all required prevailing wages
under California Labor Code for all services provided that have a wage determination.

D. CITY finds it necessary and a
dvisable to use the services of the
CONTRACTOR for the purposes provided in this Contract.

NOW T HEREFORE, i n considerati on of t he mutual pr omises, co venants a nd conditions in this Contract, CITY and CONTRACTOR agree as follows:

1. SCOPE OF SERVICES. Subject to the terms and conditions set forth in thi
s Contract, CONTRACTOR shall undertake and complete the services described in EXHIBIT A (scope and specifications). CONTRACTOR shall provide said services at the
time, place, and
in the manner specified in Exhibit A and compatible with the stand
ards of the profession. CONTRACTOR agrees that it shall provide fully complete services including all labor, materials, tools, equipment and insurance required and that are acceptable to the CITY.

2. COMPENSATION. CITY shall pay CONTRACTOR for services outlined in EXHIBIT A according to the fee not to exceed the schedule detailed in EXHIBIT B (fee schedule), which is attached to this Contract and incorporated by this reference.

CONTRACTOR agrees this fee is for full remuneration for performing all services and furnishing all staffing, materials and tools called for in the scope of services. The payments shall be made on a monthly basis upon receipt and approval of CONTRACTOR’S invoice for completed work. Total compensation for services and