Class Target Response Time
1 4 hours or better
2 24 hours or better
3 5 business days
(d)
(d) Scheduled Maintenance Downtime. Autura will use commercially reasonable efforts to schedule maintenance between the hours of 10PM and 4AM Pacific Standard time. Autura will provide Licensee with reasonable advance written notice of scheduled downtime unless otherwise reasonably necessary to address an emergency or critical error. Autura may access the Platform during the scheduled maintenance downtimes for maintenance purposes and to implement Platform updates, bug fixes and/or any other changes that Autura deems necessary or advisable.
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1 MASTER SUBSCRIPTION AGREEMENT
THIS MASTER SUBSCRIPTION AGREEMENT ("MSA") IS A LEGALLY BINDING CONTRACT BETWEEN THE ENTITY SPECIFIED AS A CUSTOMER (“CUSTOMER”) AND THE DIGITAL.AI ENTITY IDENTIFIED IN THE APPLICABLE ORDER (“DIGITAL.AI”) AND GOVERNS CUSTOMER'S USE OF THE SOFTWARE AND PROVISION OF ANY ASSOCIATED PROFESSIONAL SERVICES. “MSA” MEANS THIS MSA, INCLUDING ANY ATTACHMENTS AND/OR DOCUMENTS REFERENCED HEREIN.
1. Definitions
“Affiliate” means any person or entity which directly or indirectly owns, controls, or is controlled by, or is under common control with a party, where control is defined as owning or directing more than 50% of the voting equity securities or similar ownership interest in the controlled entity.
“Customer Application” means any software application owned by, or licensed from a third party to, Customer which is accessed, used, processed by, or made available via the Software. “Confidential Information” means any information, maintained in confidence by a disclosing party, communicated in written or oral form, marked as proprietary, confidential or otherwise so identified, and/or information that by its form, nature, content, or mode of transmission a reasonable recipient would deem confidential or proprietary, including the Digital.ai offer, pricing, and any benchmark data or results produced. The Software may contain valuable trade secrets and Confidential Information of Digital.ai. “Customer Data” means any information that Customer or a User provides to Digital.ai, or otherwise authorizes access, (i) in the course of accessing and using the Subscription, or (ii) in connection with an engagement to obtain Professional Services from Digital.ai.
“Documentation” means all written and electronic information and materials made generally available by Digital.ai to Customer on https://digital.ai relating to the access, use, operation or functionality of the Software, including technical and user manuals and operating instructions. “Documentation” does not include any third-party content posted to https://digital.ai, content published in user forums hosted or moderated by Digital.ai, content related to any future functionality, or communications exchanged between Digital.ai and Customer, unless such communications are specifically identified as Documentation within an applicable Order. “Initial Term” means the term specified in an applicable Order. “Order” means the document by which Customer or Customer’s Affiliates acquire a Subscription and, if applicable, Professional Services (including a Statement of Work).
“Professional Services” means technical, installation, integration, configuration, consulting and training services provided to Customer by Digital.ai or its designated subcontractors as set out in a Statement of Work. “Redistributable Components” means software components, provided by Digital.ai in object code format, to be incorporated into a Customer Application as an inseparably combined work.
“Software” means the object code versions of the Digital.ai software as described on an Order. “Statement of Work” means a document describing Professional Services to be provided by Digital.ai to Customer. For purposes of this MSA, a Statement of Work shall constitute an “Order”. “Subscription” means the License and Support together as described in an Order. “Support” means the technical support for the Software as specified in Section 5 below. “User” means any individual employee, contractor, or third-party agent authorized by Customer to use Software licensed under this MSA. The number of Users associated with each Subscription is indicated in the Order(s).
2. License
2.1 License Grant for Software. Subject to the terms and conditions of this MSA, Digital.ai grants Customer a non-exclusive, nontransferable, revocable, and non-sublicensable license for the term of the applicable Order to use the Software and Documentation, solely for Customer’s internal business purposes, , and on platforms (if applicable) specified in such Order as licensed (the “License”).
The License is limited to the licensing metric(s) indicated on the applicable Order. Any Order shall be incorporated herein by reference.
2.2 License Grant for Redistributable Components. Subject to the terms and conditions of this MSA, Digital.ai grants Customer a nontransferable, revocable, and non-sublicensable license for the term of the applicable Order to reproduce the Redistributable Components identified in the Documentation, solely in object code format and to distribute such copies of the Redistributable Components to Customer’s end user customers (“End User(s)”) as an inseparably combined work as specified in such Order as licensed (the “Redistributable Components License”).
2.3 License Grant to Customer Affiliates. Customer’s Affiliates may license the Software and the Documentation, provided any such Affiliate executes a separate Order which by reference incorporates in and is subject to the terms and conditions of this MSA. Any
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2 such use by Customer’s Affiliates will count toward the stated metrics and does not relieve the Customer of its obligations under the MSA.
2.4 License Conditions and Restrictions.
(i) Customer shall not circumvent, or attempt to circumvent, the requirements for an individual login for each User, any license requirement, security devices, access logs, or other measures provided, or permit or assist any User to do the same.
Digital.ai may supply administrator login credentials which enable Customer to assign usernames and passwords to Users.
Customer assumes sole responsibility for use of any such credentials and shall notify Digital.ai immediately if such credentials are, or are suspected to have been, misappropriated. Customer must follow the recommended installation procedures for Software licensed under the MSA. Unless otherwise agreed upon, Customer agrees that the server(s) on which the Software will be installed will be connected at all times to the Internet and not to block, electronically or otherwise, the transmission of data required for compliance with the MSA. Any blocking of data required for compliance under the MSA is a material breach of the MSA. Customer is responsible for providing the systems, servers, software and network and communications necessary to access and use the Software. Customer is responsible for all acts and omissions of its Users as if they were Customer’s acts and omissions.
(ii) Except as expressly permitted by the MSA, Customer will not, directly or indirectly, (a) act as a service bureau, application service provider, or other service provided to third parties, sublicense transfer, lease, rent or otherwise assign its rights in the Software, Redistributable Components, or the Documentation to any third party;
(b) modify the Software, Redistributable Components, or the Documentation, create or attempt to create any derivative works of the Software, Redistributable Components, or the Documentation, or translate, reproduce, reverse engineer, re-engineer, de-compile, or disassemble the Software, Redistributable Components, or the Documentation;
(c) make use of any of the Software, Redistributable Components, or the Documentation for which it has not paid; (d) use the Software, Redistributable Components, or Documentation in violation of applicable laws; (e) alter or remove any proprietary rights notices or legends appearing on or in the Software, Redistributable Components, or Documentation; or
(f) use the Software, Redistributable Components, or Documentation in any manner inconsistent with this MSA, including Digital.ai’s Acceptable Use Policy available via https://digital.ai/acceptable-use-policy/, which is incorporated hereunder.
2.5 Customer Data.
(i) Customer owns all rights, title and interest in and to all Customer Data. Customer will secure and maintain all rights in Customer Data necessary for Digital.ai to provide the Subscription to Customer without violating the rights of any third party. Customer agrees not to provide any health, payment card or similarly sensitive personal information that imposes specific data security obligations for the processing of such data unless it is a supported feature in the Documentation of the applicable Software. Digital.ai does not and will not assume any obligations with respect to Customer Data other than as expressly set forth in this MSA or as required by applicable law. Customer will have sole responsibility for the accuracy and quality of Customer Data, the means by which Customer acquired Customer Data and Customer’s use of Customer Data with the Subscription. If Users or any End User(s) are located in the European Economic Area and/or their member states, Switzerland and the United Kingdom, Customer represents and warrants that it shall obtain all appropriate consents, make all necessary disclosures, and otherwise conform to all applicable laws of the EEA, Switzerland and/or the United Kingdom related to any personal data included in Customer Data provided in the course of using a Subscription or collected or otherwise processed by the Software and/or Customer Application(s). (ii) Digital.ai may use the Customer Data for purposes of providing the Subscription in accordance with the terms of this MSA. Digital.ai may use metadata, technical data and related operations information collected from Customer’s use of the Subscription for internal use to develop, improve, operate and support its products and services.
2.6 Trial Use.
(i) Subject to the terms and conditions offered to Customer for trial use and the terms of this MSA, Customer may access and use the applicable Software, Redistributable Components, and/or Documentation on a trial basis, for the period stated in the applicable Order, or Digital.ai internet portal (“Trial Period”). At the end of the Trial Period, Customer’s right to access and use the Software, Redistributable Components, and/or Documentation, as provided herein, automatically expires and Customer agrees to cease accessing and using such Software, Redistributable Components, and/or Documentation. For purposes, of a trial, Digital.ai represents and warrants that it has the right, title and interest to provide the Software, Redistributable Components, and/or Documentation and perform its obligations in accordance with the terms hereof. EXCEPT FOR THE FOREGOING, CUSTOMER AGREES THAT THE SOFTWARE, REDISTRIBUTABLE COMPONENTS, AND/OR DOCUMENTATION ARE PROVIDED “AS IS” AND DIGITAL.AI
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, HEREUNDER INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
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3 3. Warranty
3.1 Digital.ai warrants that (i) it is entitled to license the Software to Customer, (ii) the Software shall conform in all material respects to the Documentation and (iii) the Software does not contain a computer virus, malware, ransomware, or other malicious code at the time of delivery of the Software to the Customer. Digital.ai does not warrant that operation of the Software will be uninterrupted or “bug” or error free. The parties acknowledge and understand that the Software is permitted to contain customary license keys, such as keys limiting the number of Users in accordance with the applicable Order(s) and restricting access after termination or expiration of a then-current license term.
3.2 THE FOREGOING WARRANTIES ARE EXCLUSIVE. DIGITAL.AI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES
REGARDING THE SOFTWARE, REDISTRIBUTABLE COMPONENTS OR THE DOCUMENTATION, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IF DIGITAL.AI BREACHES THE APPLICABLE FOREGOING WARRANTY AND CUSTOMER PROMPTLY NOTIFIES DIGITAL.AI IN WRITING OF THE NATURE OF THE BREACH, DIGITAL.AI SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROMPTLY REPAIR OR REPLACE THE NON-CONFORMING SOFTWARE WITHOUT CHARGE.
4. Fees and Audit
4.1 Each Order will be due and payable annually in advance, on the due date(s) stated within the applicable Order. Digital.ai may distribute temporary license keys to Customer until such time an applicable invoice is paid in full. Digital.ai may assess finance fees of 1.5% per month for any late payments. Additionally, Digital.ai reserves the right to suspend or terminate Customer’s access to the Software without liability to Customer if Customer fails to cure any instance of non-payment within 15 days of receipt of notice from Digital.ai.
4.2 Amounts specified in an Order are exclusive of applicable sales, use, VAT, consumption, and any other taxes. Customer shall timely pay all such taxes. Customer will indemnify Digital.ai and hold Digital.ai harmless from and against any such taxes and will promptly reimburse Digital.ai for the amount of any taxes that Digital.ai is required to or otherwise pays as a result of Customer’s failure to pay such amount.
4.3 Customer shall immediately owe and pay fees associated with usage in excess of the Software amounts licensed and promptly (and in no event more than 15 days after becoming aware thereof) remedy any underpayments both retroactively as well as prospectively for the remainder of the Subscription term.
4.4 Customer agrees that, upon Digital.ai’s request during or after any Subscription term, Customer shall provide Digital.ai a written summary of its usage of the Software. Customer shall maintain complete, current and accurate records of the location of each copy of the Software in Customer’s possession for at least five (5) years. Furthermore, Customer shall maintain the location of all Users thereof, and the number of all Users under the MSA.
5. Support Services
5.1 Support is provided during the term of the applicable Order, pursuant to the Support terms located at:
https://digital.ai/support/support-and-maintenance/ which is incorporated herein by reference.
6. Professional Services
6.1 Digital.ai shall perform the Professional Services with reasonable care and skill pursuant to an applicable Order. Unless otherwise specified in the applicable Order, all Professional Services are performed on a time and materials basis. Nothing in the Order may be construed as an obligation of Digital.ai to deliver a certain result. Unless otherwise specified in the applicable Order, Customer shall reimburse Digital.ai’s reasonable cost for travel and expenses incurred in connection with the performance of the Professional Services insofar as (i) such cost are in compliance with Customer’s travel policy; and (ii) Digital.ai substantiates such cost with receipts. All costs for expenses in compliance with Customer’s travel policy which have already been incurred by Digital.ai in the performance of the Professional Services, prior to an early termination of the Order by Customer, shall be borne by Customer.
6.2 Except for Customer's pre-existing intellectual property or Customer Data provided by the Customer, all rights, titles and interest, including moral rights in intellectual property to or arising from any Professional Services shall be owned solely by Digital.ai or its licensors. Digital.ai grants to Customer a non-exclusive, non-licensable, non-sublicensable, non-transferable right to use the Professional Services and all works derived therefrom during the applicable Subscription term and solely in connection with the Software.
7. Indemnification
7.1 Except for the limited license rights granted pursuant to this MSA, title, ownership rights and all intellectual property rights in and to the Software and Documentation shall remain the sole and exclusive property of Digital.ai and its licensors.
7.2 Digital.ai will defend Customer against any third-party claim brought against Customer that Customer’s use of the Software or Redistributable Components in accordance with the terms herein infringes or misappropriates any patent subsisting, copyright, trademark or trade secret, provided however that Customer with regard to any such claims: (i) promptly notifies Digital.ai; (ii) reasonably cooperates with Digital.ai; and (iii) allows Digital.ai to control the defense and all related settlement negotiations. Digital.ai will pay such damages or costs as are finally awarded by a court of competent jurisdiction against or agreed to by Digital.ai in settlement for such claim. Customer will have the right to participate with Digital.ai in the defense or appeal of any such claim, at Customer’s own expense (such expense not being indemnified by Digital.ai), but Digital.ai will have sole control and authority with
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4 respect to any such defense, compromise, settlement, appeal or similar action, provided that Digital.ai obtains Customer’s prior consent to any settlement that requires Customer to make any admission of fault or pay any amounts in connection with such settlement.
7.3 If an injunction is sought or obtained against Customer’s use of the Software or Redistributable Component(s) as a result of a third party infringement claim, Digital.ai may, at its sole option and expense, (i) procure for Customer the right to continue using the affected Software or Redistributable Component(s), (ii) replace or modify the affected Software with functionally equivalent software so that it does not infringe, or, if either (i) or (ii) is not commercially feasible, (iii) terminate the Subscription and refund the Subscription fee received from Customer for the affected Software or Redistributable Component(s) less a usage charge based on a 12-month amortization schedule.
7.4 Digital.ai shall have no liability for any third-party claim of infringement based upon: (i) use of other than the then current, unaltered version of the applicable Software or Redistributable Component(s), unless the infringing portion is in the then current, unaltered release; or (ii) use, operation or combination of the applicable Software or Redistributable Component(s) with non-Digital.ai programs, data, equipment or documentation if such infringement would have been avoided but for such use, operation or combination. THE PARTIES MUTUALLY AGREE THAT THIS SECTION 7 STATES DIGITAL.AI’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND
EXCLUSIVE REMEDY FOR ANY ACTUAL OR ALLEGED INFRINGEMENT CLAIMS RELATED TO OR ARISING FROM THE
AGREEMENT, THE SOFTWARE, THE REDISTRIBUTABLE COMPONENTS OR ANY PRODUCTS OR SERVICES PROVIDED BY DIGITAL.AI UNDER ANY ORDER.
7.5 Customer agrees to release, indemnify and hold Digital.ai, its Affiliates and licensors, and each of their respective officers, employees, directors, managers, partners, and agents harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind arising out of or relating to any third party claims arising from or related to (i) Customer’s or any User’s breach of Section 2 of this MSA or (ii) any allegation that materials or data (a) maintained on Customer’s or any Users’ behalf, or (b) uploaded to the Software or used in connection with the Software infringe or misappropriate any patent subsisting, copyright, trademark or trade secret.
7.6 If Customer has licensed the Software for a Customer Application, Customer will defend at its expense, indemnify, and hold harmless Digital.ai from and against any losses, costs or damages resulting from or in connection with any claims brought by a third party against Digital.ai resulting from or in connection with the use, manufacture, or distribution of Customer Application by Customer and Customer’s Users or End Users in any country, provided that Digital.ai gives Customer prompt written notice of any such claim, tenders to Customer the defense or settlement of any such claim at Customer’s expense, and cooperates with Customer, at Customer’s expense, in defending or settling such claim. This indemnification obligation shall not apply to infringement actions or claims if such actions or claims are based solely on the use of the Software in the form provided by Digital.ai.
8. Confidentiality
8.1 Each party that receives Confidential Information of the other party agrees that, unless the disclosing party gives its prior written authorization, the receiving party shall not: (i) use such Confidential Information other than for the purposes of this MSA; or (ii) disclose any such Confidential Information to any third party except those directors, managers, officers, employees, subcontractors, consultants, representatives and agents of the receiving party (collectively, the “Representatives”) who are required to have such Confidential Information in order to carry out the purposes of this MSA and who have signed a non-disclosure agreement or are otherwise bound by confidentiality obligations at least as restrictive as the provisions of this MSA. The receiving party shall prevent the unauthorized use, disclosure, dissemination or publication of Confidential Information by itself and by its Representatives using at least the same degree of care that the receiving party uses to protect its own confidential information of a similar nature, but in no event less than a commercially reasonable degree of care.
8.2 The obligations of the parties under this Section 8 shall not apply to the extent of any disclosure required pursuant to a duly authorized subpoena, court order, or government authority of competent jurisdiction, provided that the receiving party has provided, to the extent permitted by applicable law, prompt notice to, and full cooperation with, the disclosing party prior to such disclosure so that such party may seek a protective order or other appropriate remedy to protect against or limit disclosure.
8.3 Upon request by the disclosing party, the receiving party will certify to the disclosing party in writing that all copies, abstracts, summaries, and documents including Confidential Information have been destroyed.
8.4 Any breach of the confidentiality obligations set forth in this Section would constitute a material breach of this MSA, which the parties acknowledge may cause irreparable harm to the disclosing party, leaving it without an adequate remedy at law. Such a breach shall therefore entitle the disclosing party to seek injunctive relief in addition to all other remedies, without the necessity of posting of a bond or other security in connection therewith.
8.5 This Section 8 will remain in effect during the term of this MSA and for a period of two (2) years following the termination of this MSA or the applicable Order and, in the case of Confidential Information that constitutes a trade secret under applicable law, for so long as such Confidential Information remains a trade secret.
9. Limitation of Liability
9.1 EXCEPT FOR A PARTY'S: (I) WILLFUL BREACH OF A MATERIAL TERM OF THIS MSA; OR (II) BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8, A PARTY'S AGGREGATE LIABILITY FOR DAMAGES (DIRECT OR
OTHERWISE) CONCERNING PERFORMANCE OR NON-PERFORMANCE IN ANY WAY RELATED TO OR ARISING FROM OR
UNDER THIS MSA, AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT,
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5 STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO DIGITAL.AI FOR THE 12-MONTH SUBSCRIPTION PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
9.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO OTHER EVENT SHALL A PARTY BE LIABLE FOR LOST
PROFITS, LOST REVENUES, LOSS OF DATA, LOSS OF USE, LOSS OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, RELATED TO OR ARISING FROM OR UNDER THIS MSA.
9.3 UNDER NO CIRCUMSTANCES WILL DIGITAL.AI BE LIABLE IN ANY WAY FOR CUSTOMER APPLICATIONS, INCLUDING
FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT UPLOADED OR EMAILED IN CONNECTION WITH OR VIA THE SOFTWARE.
CUSTOMER ACKNOWLEDGES THAT DIGITAL.AI AND ITS DESIGNEES WILL HAVE THE RIGHT (BUT NOT THE OBLIGATION)
IN THEIR SOLE DISCRETION TO REFUSE OR REMOVE ANY CUSTOMER APPLICATION THAT IS AVAILABLE IN CONNECTION
WITH OR VIA THE SOFTWARE, INCLUDING FOR VIOLATIONS OF THIS MSA OR ANY POLICIES OR TERMS OF USE OF DIGITAL.AI.
10. Term and Termination
10.1 The term of this MSA shall commence upon Customer’s acceptance thereof (the “Effective Date”) and shall continue until the termination or expiration of the last then-current Order. Any associated Orders shall automatically extend for additional one-year periods (each, an “Extension Term”) at the end of the Initial Term or, as applicable, any Extension Term.
10.2 Customer will continue to receive the Subscription for any Extension Term of an Order in exchange for payment of Digital.ai’s then-current fees. Unless otherwise expressly provided in an Order, any extension fees shall be due and payable to Digital.ai no later than thirty (30) days prior to the start of the applicable Extension Term.
10.3 Either party may terminate any or all existing Order(s) immediately by providing written notice to the other party of such termination if the other party: (i) breaches any material provision of this MSA; (ii) is adjudicated as bankrupt or makes an assignment for the benefit of creditors, or if a receiver, liquidator, administrator or a trustee is appointed for such party’s affairs; or (iii) if a party is dissolved. None of the foregoing termination for cause rights shall be valid if the breaching party is able to cure such breach within thirty (30) days after the non-breaching party delivers written notice of such breach to the breaching party. Either party may terminate an Order at the end of the Initial Term or an Extension Term thereof by giving the other party at least 90 days’ prior written notice before the beginning of the next Extension Term.
10.4 If this MSA or any Order is terminated, Customer must within 30 days after such termination, at Digital.ai’s direction, destroy or return all affected Software and Documentation and certify in writing that it has complied with this Section 10.4. Upon expiration or termination of the MSA, if Customer was granted a Redistributable Components License, then in addition, Customer shall: (a) cease the reproduction and distribution of the Redistributable Components (except as provided below); and (b) promptly certify to Digital.ai that Customer has done so. However, for those Customer Applications that have been distributed by Customer prior to such expiration or termination and for which Customer retains the Redistributable Components License post-termination, Customer may retain one (1) copy of the Redistributable Components to support existing End Users of the Customer Application, provided that Customer has paid all applicable fees due to Digital.ai and Customer acknowledges and agrees that it is not entitled to Support, nor does Digital.ai have any further obligation to provide Customer with Support after the effective date of termination. Customer assumes all risks with respect to the Customer Application.
10.5 All provisions and obligations of this MSA or any Order which by their nature should survive any termination of this MSA or an Order will survive any such termination, including provisions and obligations with regard to accrued rights to payment, confidentiality obligations, warranty disclaimers, limitations of liability, engaging of third parties and liability for taxes and premiums.
11. Miscellaneous
11.1 Force Majeure. Digital.ai shall not be liable for, nor shall Digital.ai be considered in breach of this MSA due to, any failure to perform its obligations under this MSA as a result of a cause beyond its reasonable control, including any act of God or a public enemy, terrorist act, act of any military, civil or regulatory authority, change in any law or regulation, epidemic, pandemic, freight embargo, strike, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, introduction of a virus, worm or similar disabling code in the Software by Customer or a third party or any other cause, whether similar or dissimilar to any of the foregoing.
11.2 Assignment. Either party may assign this MSA and any of its rights or obligations hereunder to its Affiliates or in connection with the transfer or sale of all or substantially all of its business, or in the event of its merger, consolidation, reorganization, or change in control or similar transaction. The terms of this MSA shall be binding upon the permitted successors and assigns of each party.
Any attempted assignment or transfer in violation of the foregoing will be null and void.
11.3 Severability. If any part of this MSA is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other parts of this MSA.
11.4 Waiver. Any failure by either party to detect, protest, or remedy any breach of this MSA will not constitute a waiver or impairment of any such term or condition, or the right of such party at any time to avail itself of such remedies as it may have for any breach or breaches of such term or condition. A waiver can only occur pursuant to the prior written express permission of an authorized officer of the other party.
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6 11.5 Notices. All notices, instructions, requests and other communications required or permitted under this MSA shall be in writing and shall be delivered in person or sent by either commercial overnight courier or certified or registered mail, return receipt requested, or electronic transmission to either party at the respective addresses set forth on the applicable Order or to such other address as specified in writing by a party to the other party in accordance with the terms of this Section. All such notices, instructions, requests and other communications shall be deemed effective (i) immediately if delivered in person; (ii) the next business day if delivered by commercial overnight courier; (iii) three business days after deposit with the United States Postal Service, postage prepaid, if delivered by certified or registered mail; or (iv) when delivered, if delivered by electronic transmission such as electronic mail.
11.6 Open Source Software. The Software may contain open source software (“OSS”) licensed under such OSS’s applicable license terms and not this MSA.
11.7 Export Restrictions. Export laws and regulations of the United States and any other applicable jurisdictions apply to the Software. Customer agrees that such applicable export control laws govern Customer’s use of the Software and agrees to comply with all such applicable export laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer agrees that no data, information or Software will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws, including nuclear, chemical, or biological weapons proliferation, or development of missile technology.
Customer represents and warrants that Customer is not: (i) located in a country that is subject to a U.S. Government embargo (e.g., an embargoed country as designated by the Office of Foreign Asset Control of the U.S. Treasury Department), or that has been designated by the U.S. Government as a “terrorist supporting” country; or (ii) listed on any U.S. Government list of prohibited or restricted parties (e.g., the prohibited persons list maintained by the Bureau of Industry and Security of the U.S. Department of Commerce).
11.8 Compliance with Laws. Customer shall comply with applicable federal, state, local laws, regulations and ordinances, and all other applicable laws and regulations in the performance of this MSA and use of any Subscription provided hereunder.
11.9 Counterparts. This MSA and any Order, may be executed in multiple counterparts, each of which when so executed shall be deemed to be an original, and all such counterparts shall, together, constitute one instrument. Signatures to this MSA or any Order may be exchanged by facsimile, portable document format or other similar electronic format, and all signatures exchanged in such manner shall constitute and be deemed original signatures.
11.10 Governing Law. This MSA shall be governed by the laws of the State of Delaware, which governing law shall control without giving effect to conflict of law principles and excluding the U.N. Convention on Contracts for the International Sale of Goods, even where adopted as a part of the domestic law of the country whose law governs this MSA. Any suit or proceeding relating to this MSA shall be brought exclusively before the state or federal courts located in the State of Delaware.
Any disputes arising in countries not recognizing or not executing court verdicts from the jurisdiction Digital.ai set forth in this Section shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”). Such disputes or claims shall be settled by simplified arbitration arranged by ICC in accordance with the rules of arbitration procedure adopted by ICC and in force at the time when such proceedings are commenced. Arbitration shall be conducted in the State of Delaware before one arbitrator is appointed in accordance with the ICC Rules. All arbitration shall be conducted in English. The award rendered thereon by the arbitrator shall be final and binding on the parties thereto, and judgement thereon shall be confidential and may be entered in any court of competent jurisdiction. Nothing in this section shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief. Customer may only resolve disputes with Digital.ai on an individual basis and Customer agrees not to bring or participate in any class, consolidated, or representative action against Digital.ai or its Affiliates or any of their employees.
11.11 Third Party Offerings. Customer is responsible for complying with any applicable terms and conditions of any third-party data, products, services, and platforms used by Customer in conjunction with the Software or Customer’s Subscription (“Third Party Offerings”). Digital.ai makes no representations or warranties regarding such Third-Party Offerings.
11.12 Interpretation. The following rules of interpretation must be applied in interpreting this MSA: (i) the section and subsection headings used in this MSA are for reference and convenience only, and will not enter into the interpretation of this MSA, (ii) all references to Sections are to the Sections in this MSA or, as applicable, an attachment to this MSA, and (iii) as used in this MSA, the term “including” will always be deemed to mean “including without limitation”.
11.13 Publicity. Digital.ai may use Customer's name and may disclose that Customer is a licensee of the Software in Digital.ai advertising, press, promotion and similar public disclosures with respect to the Software and Professional Services; provided, however, that such advertising, promotions or similar public disclosures shall not indicate that Customer in any way endorses any Software, without prior written permission from Customer.
11.14 Independent Contractors. In the performance of this MSA, each party is an independent contractor, and the employees, officers and agents of one party will act only in the capacity of representatives of that party and not as employees, officers or agents of the other party.
11.15 Notice for California Users. Under California Civil Code Section 1789.3, users of the Software and other Digital.ai solutions from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
11.16 Privacy and Data Protection Agreement. Digital.ai will process Personal Data in accordance with, and for the purposes defined in, Digital.ai’s Privacy Policy available at https://digital.ai/privacy-policy. The parties agree that the Data Protection Agreement (“DPA”), located at https://digital.ai/data-processing-addendum, sets forth their obligations with respect to the processing and security of Personal Data, as such term is defined in the DPA.
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Digital.ai Software Master Subscription Agreement
Last Updated January 2023
7 11.17 Security Emergencies. If Digital.ai reasonably determines that the security of its Software, Redistributable Components or infrastructure may be compromised due to hacking attempts, denial of service attacks, or other malicious activities, then, notwithstanding anything to the contrary, Digital.ai may, without liability to Customer, temporarily suspend the Software, Redistributable Components and/or related services and Digital.ai will take action to promptly resolve such security issues.
11.18 Order of Precedence. Any conflict or inconsistency among or between the terms and conditions of the documents comprising the agreement shall be resolved according to the following order of precedence: (i) a valid and binding Order Form, (ii) this MSA, or (iii) the DPA if applicable, but only for the specific Software described in the applicable Order.
11.19 Entire Agreement. This MSA, together with its incorporated exhibits, schedules, attachments, addenda, and the applicable Order(s) constitutes the entire agreement and understanding of the parties regarding the subject matter thereof and supersedes all prior and contemporaneous oral and written agreements, proposals or representations concerning such subject matter.
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OpenGov End User License Agreement
The parties to this End User License Agreement (this “Agreement”) are OpenGov, Inc., a Delaware corporation (“OpenGov”), and the party procuring OpenGov’s products and services (“Customer”) through an authorized reseller (“Reseller”). This Agreement sets forth the terms under which OpenGov will provide its products and services to Customer through the Reseller.
1. Definitions
1.1. “Customer Data” means the data that is provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer’s software systems of record) including any data transmitted through the Software Services.
1.2. “Documentation” means any written, electronic, or online materials produced by OpenGov, and made available to Customer in connection with the Software Services, including user guides, training materials, FAQs, and technical support content, but excluding Product Documentation.
1.3. “Intellectual Property Rights” means all past, present, and future intellectual property rights including those associated with works of authorship, copyrights, moral rights, trademarks, trade names, trade secrets, patent rights, and any other proprietary rights in intellectual property of every kind and nature.
1.4. “Order Form” means the document(s) used between the Reseller and the Customer to purchase the Software Services and Professional Services that OpenGov will provide to Customer. All such Order Form(s) are incorporated into this Agreement by reference.
1.5. “Party” (or “Parties”) refers to OpenGov and/or Customer. For the avoidance of doubt, Reseller is not a Party to this Agreement.
1.6. “Product Documentation” means the technical specifications that describe the features, functionality, configuration, and intended operation of the Software Services located at https://opengov.my.site.com/support/s/agreement-product-documentation, which is incorporated into this Agreement by reference.
1.7. "Professional Services" means the implementation, configuration, training, consulting, or other professional services provided by OpenGov or its authorized partners, and identified in the applicable Statement of Work.
1.8. "Software Services" means the commercial-off-the-shelf software products and services provided by OpenGov and identified in the applicable Order Form.
1.9. “Statement of Work” or “SOW” means the document(s) separately executed by the Parties or attached as an exhibit to this Agreement or any applicable Order Form, that specifies the Professional Services that OpenGov will provide to Customer. All such SOW(s) are incorporated into this Agreement by reference.
1.10. “Subscription Term” means the time period from the start date of the Software Services 1 OpenGov End User License Agreement Revised May 5, 2025
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specified on the first Order Form to the last end date of the Software Services specified on any Order Form.
2. Software Services, Support, and Professional Services
2.1. Software Services.
2.1.1. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to provide the Software Services.
2.1.2. Support and Service Levels. Customer support is available by email to [email protected] or by using the chat messaging functionality of the Software Services. Customer may report issues any time; however, OpenGov will address issues during business hours. OpenGov will provide the applicable level of support in accordance with the Support and Software Service Levels located at https://opengov.com/service-sla, which is incorporated into this Agreement by reference.
2.2. Professional Services.
2.2.1. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to provide the Professional Services, if applicable.
Unless otherwise specified in the SOW, any pre-paid Professional Services must be utilized within one year from the Effective Date.
3. Restrictions and Responsibilities
3.1. Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as expressly permitted by the Agreement. In addition, Customer shall not, and shall not knowingly or negligently, permit or enable any third party to: (a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble, decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of the Software Services, including but not limited to load testing or stress testing; (e) remove any proprietary notices included with the Software Services; (f) use the Software Services in violation of applicable law; or (g) transfer any personal, sensitive, or personally identifiable information to OpenGov in a manner that violates Customer’s obligations under the Data Processing Addendum.
3.2. Responsibilities. Customer shall be responsible for obtaining and maintaining computers, third-party software systems of record, and application programming interfaces needed to connect to, access or otherwise use the Software Services.
Customer shall also be responsible for: (a) ensuring that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files, in accordance with industry standards, and (c) all uses of Customer user accounts by any party other than OpenGov. OpenGov is not responsible 2 OpenGov End User License Agreement Revised May 5, 2025
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for the operation, support, or security of any third-party software, systems, or services not provided by OpenGov.
3.3. Data Processing Addendum. To the extent OpenGov processes any Customer Data that contains personal information, personally identifiable information, or sensitive personal information on behalf of Customer in the course of providing the Software Services and Professional Services under this Agreement, the Parties agree to comply with the terms of the Data Processing Addendum, located at
https://opengov.com/data-processing-addendum, which is incorporated into this Agreement by reference.
4. Intellectual Property Rights; License Grants; Access to Customer Data
4.1. OpenGov’s Intellectual Property Rights. OpenGov exclusively owns and retains all right, title, and interest to the Software Services, Professional Services, Documentation, and Product Documentation, including all Intellectual Property Rights therein. This includes, without limitation, all underlying technology, software, user interfaces, visual design elements (such as the “look and feel”), custom fonts, graphics, workflows, button icons, and any derivative works (e.g., enhancements, modifications, or corrections), including but not limited to those that are created in connection with or through the use of the Software Services, Professional Services, Documentation, or Product Documentation. Customer may not reproduce, modify, distribute, or create derivative works based on any part of the Software Services, in whole or in part, without OpenGov’s prior written consent.
4.2. License Grant to Customer. OpenGov grants Customer a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Software Services, Documentation, and Product Documentation during the Subscription Term for its internal use and the purpose as described in this Agreement. No additional rights or licenses shall be deemed granted.
4.3. Customer’s Intellectual Property Rights. Customer retains all right, title, and interest, including all Intellectual Property Rights, in and to Customer Data. Customer grants OpenGov and its authorized partners (such as cloud hosting providers) a non-exclusive, royalty-free license to access, use, store, edit, reformat, and otherwise process Customer Data for the purpose of providing, maintaining, developing, and improving OpenGov’s products and services.
4.4. Aggregated and Anonymized Data. Customer agrees that OpenGov and its authorized partners may use aggregated and anonymized data derived from Customer Data to provide, maintain, develop, and improve OpenGov’s products and services, to provide general customer service support and improvements, and to perform data and usage analytics. Any insights, developments, or improvements arising from such aggregated, anonymized data shall be owned by OpenGov.
4.5. Access to Customer Data. Customer may download Customer Data from the Software Services at any time during the Subscription Term, excluding during routine software 3 OpenGov End User License Agreement Revised May 5, 2025
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maintenance periods. For a period of 30 days after expiration of the Term, Customer may request that OpenGov complete a one-time transfer of Customer Data in a format customarily used in the industry at OpenGov’s then-current hourly rate.
4.6. Deletion of Customer Data. Unless otherwise requested pursuant to this Section 4.6, upon the termination of this Agreement, Customer Data shall be deleted pursuant to OpenGov’s standard data deletion and retention practices, which is to delete Customer Data 45 days after termination or expiration of the Agreement. Upon written request, Customer may request deletion of Customer Data prior to the date of termination of this Agreement, in accordance with the notice requirements set forth in Section 10.2.
4.7. Feedback. “Feedback” means any suggestions, comments, ideas, recommendations, usage, or other input provided by Customer to OpenGov regarding the services.
Customer grants OpenGov a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use such Feedback in the Software Services, Professional Services, Documentation, and Product Documentation. OpenGov will exclusively own all right, title, and interest, including all Intellectual Property Rights, in and to any improvements, modifications, or derivative works to the Software Services, Professional Services, Documentation, and Product Documentation that are based on or derived from such Feedback.
5. Confidentiality
5.1. “Confidential Information" means all confidential business, technical, and financial information of the disclosing Party that is marked as “Confidential” or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure. OpenGov’s Confidential Information includes, without limitation, the software underlying the Software Services, Documentation, and Product Documentation.
5.2. Confidential Information does not include information that: (a) was publicly known or becomes publicly known through no breach of this Agreement by the receiving Party; (b) is required to be disclosed upon request under any applicable federal, state, or local public records laws; (c) Customer expressly directs OpenGov make publicly available; (d) was lawfully known to the receiving Party without restriction on disclosure before receipt from the disclosing Party; (e) is disclosed to the receiving Party by a third party who has the right to make such disclosure without restriction; or (f) is independently developed by the receiving Party without access to the disclosing Party’s Confidential Information.
5.3. Each Party agrees to use the other's Confidential Information only in connection with this Agreement. Each Party further agrees to protect the other Party's Confidential Information using the measures that it employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. If a Party is required to disclose Confidential Information by law, subpoena, or court order, it must, to the extent legally permitted, promptly notify the other Party in writing prior to the disclosure to give the other Party an opportunity to oppose or limit the disclosure. 4 OpenGov End User License Agreement Revised May 5, 2025
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6. Term and Termination
6.1. Subscription Term. This Agreement begins on the Effective Date and will remain in effect until the termination or expiration of all active Order Forms entered into under this Agreement (“Term”), unless earlier terminated pursuant to this Section 6.
6.2. Renewal. This Agreement will renew if Customer enters another Order Form for the Software Services and/or additional Professional Services before the end of the Subscription Term.
6.3. Termination for Cause. If either Party materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice by the non-breaching Party, the non-breaching Party may terminate this Agreement.
6.4. Termination for Non-Appropriation. If required by applicable law, Customer may terminate this Agreement if it does not appropriate funds for a future fiscal year. In order to terminate for non-appropriation, Customer must provide at least 30 days’ prior written notice, provided it is after the first full year of the Agreement. Obligations to pay fees are non-cancelable, and payments are non-refundable. This section may not be used as a substitute for termination for convenience.
6.5. Effect of Termination. Upon termination of this Agreement pursuant to Section 6: (a) Customer shall pay in full for all of the Software Services and Professional Services for the then-current annual term; (b) OpenGov shall stop providing the Software Services and the Professional Services to Customer; and (c) with the exception of Customer Data, the return and deletion of which are addressed in Section 4, each Party shall, upon request of the other Party, return or delete any of the other Party’s Confidential Information.
7. Payment of Fees
Fees for the Software Services and Professional Services are due at the beginning of each year of the Subscription Term, and Customer must timely pay all applicable fees to Reseller to avoid interruption of the Software Services or Professional Services. Fees for Professional Services are due in advance, unless indicated otherwise in the Order Form.
8. Representations and Warranties; Disclaimer
8.1. By OpenGov.
8.1.1. General Warranty. OpenGov represents and warrants that it has all right and authority necessary to enter into and perform this Agreement.
8.1.2. Professional Services Warranty. OpenGov further represents and warrants that the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with the related SOW and generally prevailing industry standards. For any breach of the Professional Services warranty, OpenGov will re-perform the applicable services. If OpenGov is unable to re-perform such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient work. Customer must give written notice of any claim under this warranty 5 OpenGov End User License Agreement Revised May 5, 2025
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to OpenGov within 90 days of the completion of the Professional Services pursuant to the applicable SOW to receive such warranty remedies.
8.1.3. Software Services Warranty. OpenGov further represents and warrants that for the Term, the Software Services will perform in all material respects in accordance with the then-current Product Documentation. The foregoing warranty does not apply to (a) any Software Services that have been used in a manner other than as set forth in this Agreement or (b) any pre-release features, functionality, or beta software services that Customer elects to use in the beta phase of development. For any breach of the Software Services warranty, OpenGov will repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted. If OpenGov is unable to do so, Customer may terminate the Agreement and Reseller will be entitled to a refund of the pre-paid, unused portion of the fees from the date of the discovery of the defect. Customer must give written notice of any claim under this warranty to OpenGov within 90 days of Customer discovering the defect to receive such warranty remedies.
8.2. By Customer. Customer represents and warrants that (a) it has all right and authority necessary to enter into and perform this Agreement and (b) OpenGov’s use of Customer Data pursuant to this Agreement will not infringe, violate or misappropriate Intellectual Property Rights of any third party.
8.3. Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED “AS IS”
AND OPENGOV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. Limitation of Liability
9.1. By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES,
REPRESENTATIVES, CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR
LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR
INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR
ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND A PARTY’S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
9.2. By Amount. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY
FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT
EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO RESELLER FOR THE SOFTWARE SERVICES UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
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9.3. Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and
9.2 above do not apply to, and each Party accepts liability to the other for: (a) claims arising out of fraud or willful misconduct by either Party; (b) either Party’s infringement of the other Party’s Intellectual Property Rights; (c) breach of obligations under Section
3.1; and (d) payment obligations under this Agreement.
9.4. No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply.
10. Miscellaneous
10.1. Logo Use. OpenGov shall have the right to use and display Customer’s logos and trade names for marketing and promotional purposes in OpenGov’s website and marketing materials, subject to Customer’s trademark usage guidelines provided to OpenGov.
10.2. Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone. For notices required by the Agreement the Parties must communicate more formally in a writing sent via USPS certified mail and via email.
OpenGov’s addresses for notice are: [email protected] with a mailed copy to OpenGov, Inc., 660 3rd Street, Suite 100, San Francisco, CA 94107.
10.3. Anti-corruption. Neither OpenGov nor any of its employees or agents has offered or provided any illegal or improper payment, gift, or transfer of value in connection with this Agreement. The Parties will promptly notify each other if they become aware of any violation of any applicable anti-corruption laws in connection with this Agreement.
10.4. Injunctive Relief. The Parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a Party’s intellectual property may result in serious and irreparable injury to the aggrieved Party for which damages may not adequately compensate the aggrieved Party. The Parties agree, therefore, that, in addition to any other remedy that the aggrieved Party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy.
10.5. Force Majeure. Neither Party will be liable for any delay or failure to perform its obligations under this Agreement, due to any events beyond its reasonable control, including but not limited to acts of god, acts of governmental authority, war, riot, labor disputes, failures of performance by any third-party services, utilities, or equipment failures, or any other events beyond the Party’s reasonable control. Notwithstanding the foregoing, Customer shall remain obligated to perform its obligations under Section 7.
10.6. Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement.
10.7. Survival. The following sections of this Agreement shall survive termination or 7 OpenGov End User License Agreement Revised May 5, 2025
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expiration: Section 5 (Confidentiality), Section 7 (Payment of Fees), Section 4.6 (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability), and Section 10 (Miscellaneous).
10.8. Assignment. There are no third-party beneficiaries to this Agreement. Neither Party may assign, or otherwise transfer this Agreement without the other Party's written consent, which consent may not be unreasonably withheld, conditioned, or delayed.
Notwithstanding the foregoing, either Party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to its corporate aŨliate or to any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement will benefit and bind permitted assigns and successors.
10.9. Independent Contractors. This Agreement does not create an agency, partnership, joint venture, or employment relationship, and neither Party has any authority to bind the other.
10.10. Governing Law and Jurisdiction. This Agreement will be governed by the laws of Customer’s jurisdiction, without regard to conflict of laws principles. The Parties submit to personal jurisdiction and venue in the courts of Customer’s jurisdiction.
10.11. Complete Agreement. OpenGov has made no other promises or representations to Customer other than those contained in this Agreement. Any additional or different terms in a purchase order or click-through agreement are expressly rejected by the Parties and are void. Any modification to this Agreement must be in writing and signed by an authorized representative of each Party. No third parties are authorized to modify this Agreement. If there is a conflict between this Agreement and any other attached or incorporated document, the terms of this Agreement will control unless expressly stated otherwise.
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Terms of Service
These Quokka Terms of Service (“Agreement”) are between Kryptowire, Inc., dba Quokka, or one of its affiliates (together, “Quokka,” “Our,” “We,” “Us” or similar terms) and the customer (“Customer,” “You,” or “Your”) who accepts this Agreement, or accesses and/or uses the Services (as defined below). This Agreement governs Customer’s subscription to the Services described in the Order and constitutes a binding contract in connection with any paid or evaluation use of the Quokka Services.
IF YOU DO NOT AGREE WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT
AND DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU CANNOT ACCESS OR USE THE SERVICES. IF YOU ARE ACTING ON BEHALF OF YOUR EMPLOYER OR
COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR EMPLOYER OR COMPANY TO THIS AGREEMENT.
ARTICLE I
DEFINITIONS
1.1 “Customer Application” means the application submitted by Customer for evaluation by Quokka using the Services, whether a third-party application or an application developed or owned by Customer.
1.2 “Derivative Work” means a new or modified work that is based on or derived from a preexisting work, including, without limitation, a work that, in the absence of a license, would infringe the copyright in such preexisting work or that uses trade secrets or other proprietary information with respect to such preexisting work.
1.3 “Documentation” means the user guides for use of the Services that Quokka makes generally available in connection with the Services.
1.4 “Personal Data” any data relating to an identified or identifiable individual.
1.5 “Quokka Portal” means the online portal through which Quokka provides the Services.
1.6 “Order” means either the quote provided by Quokka and signed by Customer or the purchase order or written confirmation provided by Customer and signed by Quokka that describes the Services and forms a part of this Agreement.
1.7 “Service(s)” means the Quokka applications for security and privacy analysis of software applications and device management as described in the Order, including, if specified, Q-Scout, Q-Mast or Q-Vet and any support services provided under the Support Terms. Services may be provided as a software service platform that is accessed through the Quokka Portal.
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1.8 “User” means any employee, contractor or agent who is authorized by Customer to utilize the Services in accordance with the terms and conditions of this Agreement and applicable Order.
ARTICLE II
RIGHT TO USE
2.1 Right to Use Services. If Customer has purchased the Services as set forth in an Order, then, subject to the terms and conditions of this Agreement, Quokka (a) will use commercially reasonable efforts to make the Services available to Customer and its Users in accordance with the Documentation and this Agreement; and (b) hereby grants to Customer a limited, nonexclusive, non-transferable right: (i) to have Users access and use the Services solely for Customer’s internal business operations, consistent with this Agreement and the limitations specified or referenced in the Documentation and the Order; and (ii) to use the Documentation in support of Customer’s authorized access to or use of the Services.
2.2 Evaluation Offering. Upon written approval of Quokka, which it may grant or deny in its sole discretion, You may use the Services for Your own internal evaluation purposes only (“Evaluation”) for a period of up to thirty (30) days from the start date of the Evaluation (the “Evaluation Period”). During Evaluation Period, You: (i) may have one User access and use, solely during the Evaluation Period, the Services to evaluate one Customer Application; and (ii) shall comply with the use restrictions in Section 2.3. Upon conclusion of the Evaluation Period, unless You have placed an Order for the Services, You and Your Users shall cease access and use of the Services and return all Documentation in Your or Your Users’ possession to Us, and confirm to Us in writing (email accepted) of such deletion and uninstallation. You agree to provide Us Your evaluation and feedback on Your use of the Services during the Evaluation Period (collectively “Feedback”); such Feedback shall be deemed Our confidential information subject to Article VII of this Agreement and shall not be disclosed or published by You. You understand and agree that the Services provided during the Evaluation Period may be a limited version and may not offer all features or functionality. You grant Us the irrevocable, worldwide, perpetual, royalty-free and exclusive right to use the Feedback for any purpose, including improving and developing new features for the Services.
2.3 Restrictions. Customer will not, and will not permit its Users or any third party to: (a) access, use or copy the Services (including the Documentation) except as expressly permitted by this Agreement; (b) relicense, sublicense, rent or lease the Services or use the Services for thirdparty training, commercial time-sharing or service bureau use; (c) copy, modify, translate, reverse engineer, disassemble or decompile the Services, attempt to determine source code or protocols from the executable code of the Services or create any Derivative Works based upon the Services, except to the extent expressly permitted by applicable law, and then only after Customer has notified Quokka in writing of Customer’s intended activities; (d) access or use the Services for any unlawful or tortious purpose; (e) use the Services to store or transmit any viruses, software routines or other code designed to permit unauthorized access, disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (f) take
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any action that may impose an unreasonable or disproportionately large load on the infrastructure of the Services or our systems or networks connected to the Services or otherwise interfere with or disrupt the operation of any of the Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies or regulations of such servers or networks; or (g) probe, scan or test (except for the limited Evaluation of the Services under Section 2.2 during the Evaluation Period) the efficacy or vulnerability of the Services, or take any action in an effort to circumvent or undermine the Services.
2.4 Users. Customer shall ensure that all Users of the Services comply with the terms and conditions of this Agreement, any applicable End User License Agreement and all applicable laws and regulations. Customer shall be responsible for compliance with this Agreement by each User and shall monitor and manage all Users in connection with the use of the Services under this Agreement. Customer is liable for its Users’ use of the Services and any breach of this Agreement or applicable laws or regulations by its Users.
2.5 Ownership. As between Quokka and You, Quokka retains all right, title and interest, including, without limitation, all patent rights, copyrights, trademarks, trade secrets and other intellectual property rights in and to the Services (or any portion thereof) including, without limitation, any copy or Derivative Work or Update (as defined below) of the Services (or any portion thereof). You agree to take any action reasonably requested by Quokka to evidence, maintain, enforce or defend the foregoing. You shall not take any action to jeopardize, limit or interfere in any manner with Quokka’s ownership of and rights with respect to the Services, or any Derivative Work thereof. You shall have only those rights in or to the Services and any Derivative Work thereof granted to You pursuant to this Agreement.
2.6 Uploading of Customer Application to the Services. If Customer is uploading a Customer Application for analysis by the Services (such as Q-Mast or Q-Vet), then Customer represents and warrants that it has the right to provide the Customer Application to Quokka for use and analysis in connection with the Services, that the Customer Application does not violate the copyright, patent, trademark, trade secret or other intellectual property right, or any privacy or other rights, of any third party, and that the Customer Application does not contain any viruses, malware, ransomware or any other destructive computer program or application.
2.7 Q-Scout. Q-Scout is a Service that allows the Customer to monitor the security and privacy posture of a mobile device, that has the Q-Scout mobile application installed. The Order will specify the number of devices that the Company can monitor using this Service. Customer represents and warrants that it has provided all notices and obtained all consents necessary to use this Service to monitor the devices and that such monitoring will not violate any copyright, patent, trademark, trade secret or other intellectual property right, or any privacy or other rights of any employee, contractor or any third party whose device is monitored by this Service.
2.8 Data. You will retain all right, title and interest in and to data specific to the Customer Applications created by Your use of the Services (“Your Data”) and Quokka will retain all right, title and interest in and to the results of the analysis of Your Customer Application generated through Your use of the Services (“Quokka Data”), provided that Quokka will not disclose to third parties (except Our subcontractors under an obligation of confidentiality) or make publicly
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available Quokka Data specific to Your Customer Application, except in connection with a Quokka certification program. You grant Quokka and its affiliates the worldwide right to use Your Data to test, improve and develop new features and refine the Services. Quokka shall not use Your Data to train Artificial Intelligence/Machine Learning models without your prior written consent. Quokka hereby grants and will grant to You a limited, non-exclusive, non-transferable license (without the right to sublicense) to use the Quokka Data for Your internal business purposes only, in accordance with the terms and conditions of this Agreement, provided that You will not disclose to third parties (except Your subcontractors under an obligation of confidentiality) or make publicly available Quokka Data specific to Your Customer Application and You will maintain the Quokka Data as confidential under Article VII. For the avoidance of doubt, Quokka will retain all right, title and interest in and to all anonymized crash reporting data generated by the Services and Quokka shall automatically have a right to access and use such data for any purpose, including commercial purpose.
2.9 Support. Quokka will provide support to You and the Users in accordance with its support terms (“Support Terms”). Except as set forth in the Support Terms or as may otherwise be provided under a written support agreement entered into by Quokka and You, Quokka is under no obligation to provide engineering support services or otherwise to support the Service in any way, nor to provide any modification, error correction, bug fix, new release or other update (each an “Update”) to or for the Services. In the event Quokka, in its sole discretion, supplies or makes available any Update to You, such Update shall be deemed to be part of the Services hereunder, as applicable, and shall be subject to the terms and conditions of this Agreement.
2.10 Modification. Quokka may modify the Services from time to time in its sole discretion, provided that no such modification shall materially reduce the functionality of the Services subject to any Order then in effect. If such modification materially reduces the functionally of the Services, then You may terminate this Agreement with thirty (30) days’ prior written notice to Quokka, provided that if Quokka provides a workaround or other resolution that mitigates such material reduction of functionality during such thirty (30) day period, then no such right of termination shall arise.
2.11 Subcontractors. Quokka may from time to time engage consultants, independent contractors or subcontractors to assist Quokka in providing the Services under this Agreement provided that Quokka shall at all times remain liable for the actions of such consultants, independent contractors and subcontractors.
2.12 Compliance. In addition to any other remedies available to Quokka, subject to determination in accordance with the Contract Disputes Act ,Quokka may suspend Your or any User’s access to and use of the Services if You or any such User fails to comply with the terms of this Agreement or if Quokka reasonably suspects such failure to comply. Quokka shall not be deemed to be in breach of this Agreement solely as a result of such suspension.
ARTICLE III
ORDERING OF SERVICES
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3.1 Order. The Services provided to Customer will be set forth in an Order agreed to in writing by Customer and Quokka, in each case covering Customer’s subscription to the applicable Services. For an Order to be valid, it must be executed by both the Customer and Quokka.
Unless otherwise expressly specified in the Order executed by Quokka, the terms of this Agreement shall supersede any conflicting terms in an Order. Any form or writing submitted by Customer that is not accepted in writing by Quokka is expressly rejected.
3.2 Charges. The total, non-refundable fees for use of the Services shall be set forth in Your Order and shall be payable in accordance with the terms and conditions of Your Order and the GSA Schedule Contract. If Customer has purchased a recurring subscription to the Services, then Customer shall either pay or provide a payment method (such as credit card) to pay the subscription fees on the first day of each subscription period.
3.3 Failure to Pay Fees. Quokka shall have the right to terminate this Agreement in accordance with the Disputes Clause (Contract Disputes Act) if Customer fails to timely pay fees when due.
In addition, Quokka shall have the right to charge interest on any past due amount at the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.
ARTICLE IV
WARRANTIES AND REMEDIES
4.1 Disclaimer. QUOKKA WARRANTS THAT THE SERVICES WILL, FOR A PERIOD OF SIXTY (60) DAYS FROM THE DATE OF YOUR RECEIPT, PERFORM SUBSTANTIALLY IN ACCORDANCE WITH SERVICES WRITTEN MATERIALS ACCOMPANYING IT. EXCEPT AS
EXPRESSLY SET FORTH IN THE FOREGOING, QUOKKA PROVIDES THE SERVICES ON AN AS-IS BASIS WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. QUOKKA
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESSED OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY,
ACCURACY, TITLE AND NON-INFRINGEMENT, ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Quokka does not warrant that the Services will operate in combination with hardware, software, systems or data not provided by Quokka, except as expressly specified in the Documentation, or that the operation of the Services will be uninterrupted or error-free. You are responsible for the initial determination of whether a problem is caused by an error in the Services. Except as provided in Section 2.9, Quokka does not provide assistance on the general use of the Services or problem diagnosis to customers that have not ordered support services from Quokka. Quokka shall have no liability for Your specific use of the Services.
ARTICLE V
INDEMNIFICATION
5.1 By Quokka. Quokka shall have the right to intervene to defend, indemnify and hold You harmless from and against any loss, liability, damage or cost (including reasonable attorneys’
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fees) in connection with any third-party claim of United States copyright infringement or trade secret misappropriation relating to Your access to or use of the Services in accordance with the terms and conditions set forth in this Agreement and the Documentation, provided that You promptly notify Quokka in writing of any such claim and allow Quokka to control, and fully cooperate with Quokka in, the defense of any such claim and all related settlement negotiations.
In the event an injunction is sought or obtained against Your access to or use of the Services as a result of any such infringement claim, Quokka may, at its sole option and expense, (a) procure for You the right to continue using the Services or (b) replace or modify the Services so that it does not infringe. Quokka shall have no liability for and to the extent permissible under applicable law, You shall indemnify and hold Quokka harmless from and against any loss, liability, damage or cost (including reasonable attorneys’ fees) in connection with any third-party claim based upon: (i) the Customer Application; (ii) Your use of other than the then-current, unaltered version of the Services, unless the infringing portion is also in the then-current, unaltered release; (iii) Your use, modification, operation or combination of the Services with non-Quokka programs, data, equipment or documentation if such infringement would have been avoided but for such use, modification, operation or combination; (iv) compliance with Your designs, specifications or instructions; or (v) any third-party software. THE FOREGOING
CONSTITUTES THE ENTIRE LIABILITY OF QUOKKA, AND YOUR SOLE AND EXCLUSIVE
REMEDY WITH RESPECT TO ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY RIGHTS. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED IN DEROGATION OF THE U.S. DEPARTMENT OF JUSTICE’S RIGHT TO DEFEND ANY CLAIM OR ACTION BROUGHT AGAINST THE U.S., PURSUANT TO ITS JURISDICTIONAL STATUTE 28 U.S.C. §516.
5.2 Reserved.
ARTICLE VI
TERMINATION
6.1 Term. This Agreement is effective as of the date of Your Order until the expiration date set forth in Your Order or until terminated in accordance with Sections 2.2, 3.3 or 6. Subscriptions may be renewed for each successive subscription period on the same terms as set forth in the Order, subject to any price increases applicable to the Services, by executing a written order.
6.2 Termination for Breach. When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, Quokka shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer.
6.3 Suspension of Services. In addition to any other remedies, subject to determination in accordance with the Contract Disputes Act, Quokka may suspend access to the Services if You fail to pay the charges due under any Orders within thirty (30) days after the applicable due date. Quokka shall not be deemed to be in breach of this Agreement solely as a result of such suspension.
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6.4 Effect of Termination. Upon expiration or termination of this Agreement, (a) the provisions of Sections 2.2 (with respect to the license to Feedback only), 2.3, 2.5, 2.8 (with respect to the license to Your Data), and 6.4, and Articles IV, V, VII, VIII, IX and X shall survive; and (b) You will cease all use of the Services, remove any Quokka applications from Your User Devices, return to Quokka or destroy all Documentation and related materials in Your possession, and so certify to Quokka in writing.
ARTICLE VII
CONFIDENTIAL INFORMATION AND PRIVACY
7.1 You shall treat and hold the Services, Quokka Data and any other confidential information provided by Quokka to You in connection herewith in strict confidence and shall restrict access to the Services to Users. To the extent the performance of its obligations under this Agreement requires Quokka to be exposed to any information that is identified prior to disclosure by You as being confidential or proprietary, Quokka shall not disclose such information to any third parties and shall use such information only to the extent necessary to perform under this Agreement; provided, however, no such obligations shall apply to information in the public domain, received from third parties under no obligation of confidentiality or previously known by the applicable party. Quokka recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which may require that certain information be released, despite being characterized as “confidential” by the vendor.
7.2 Any personal information or personal data of any User or provided by Customer under this Agreement shall be used by Quokka in accordance with its Privacy Policy, which is incorporated herein by reference. Customer represents and warrants that it has provided all notices and obtained all consents necessary to provide the personal data of any User, employee or contractor to Quokka for purposes of administering this Agreement or providing the Services.
Each party shall be responsible for complying with applicable laws with respect to its use of personal information. To the extent required by law, we will process such personal information in accordance with our then applicable data protection agreement, which You accept as a condition to using our Services.
ARTICLE VIII
LIMITATION OF LIABILITY
8.1 To the extent allowed by applicable law, Quokka’s entire liability to You for damages concerning performance or nonperformance by Quokka or in any way related to the Services or the subject matter of this Agreement, regardless of whether the claim for such damages is based in contract, tort, strict liability, or otherwise, shall not exceed the amounts received by Quokka under this Agreement.
ARTICLE IX
CONSEQUENTIAL DAMAGES WAIVER
9.1 TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL QUOKKA BE
LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES,
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DAMAGES FOR LOST PROFITS, LOST DATA OR LOST BUSINESS, OR ANY OTHER
INDIRECT DAMAGES, EVEN IF QUOKKA HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. Quokka shall have no liability with respect to claims relating to or arising from the use of non-Quokka products and services, even if Quokka has recommended, referred or introduced You to such products and services. The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Quokka’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.
ARTICLE X
GENERAL TERMS
10.1 Governing Law/Jury Trial Waiver. This Agreement and all matters arising out of or relating to this Agreement will be governed by the Federal laws of the United States, without giving effect to any choice of law rule. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded.
10.2 Severability and Waiver. If any provision of this Agreement is held to be illegal, invalid or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties or, if incapable of such enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of this Agreement will continue in full force and effect. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
10.3 No Assignment. You may not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law, merger, change in control or otherwise, this Agreement or any rights or obligations under this Agreement without the prior written consent of Quokka. Quokka may freely assign, sell, transfer, delegate or otherwise dispose of this Agreement or any rights or obligations under this Agreement. Any purported assignment, transfer or delegation by You will be null and void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
10.4 Export Administration and Compliance with Laws. You will comply fully with all relevant export laws and regulations of the United States, including, without limitation, the U.S. Export Administration Regulations (collectively “Export Controls”) with respect to any use of the Services. Without limiting the generality of the foregoing, You will not, and You will require Your representatives not to, export, direct or transfer the Services, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls. You agree not to export the Services, directly or indirectly, separately or as part of a system, without first obtaining proper authority to do so from the appropriate governmental agencies or entities, as may be required by law.
10.5 Government End-User Rights. You agree that the Services (and Derivative Works thereof) are “Commercial Items” as defined in 48 C.F.R. 2.101, and Your use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and software is restricted
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in accordance with 48 C.F.R. §12.211, 48 C.F.R. §12.212, 48 C.F.R. §227.7102-2, and 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.211, 48 C.F.R. §12.212, 48 C.F.R. §227.7102-1 through 48 C.F.R. §227.7102-3, and 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, this commercial product and software are licensed to U.S. federal government end users (i) only as Commercial Items, and (ii) with only those rights as are granted to all other users pursuant to this Agreement.
10.6 Relationship of the Parties. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties, and the parties shall at all times be and remain independent contractors.
Except as expressly agreed by the parties in writing, neither party shall have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever.
10.7 Use of Logo. Customer authorizes Quokka to use its name, without notice to or consent by Customer, in connection with certain promotional materials that Quokka may disseminate to the public to the extent permitted by the General Services Acquisition Regulation (GSAR) 552.203-
71. The promotional materials may include, but are not limited to, brochures, internet website, press releases, advertising and any other materials relating the fact that Quokka has a customer relationship with Customer and such materials may be developed, disseminated and used without Customer’s review. Nothing herein obligates Quokka to use a Customer’s name, logo and/or trademark, in any promotional materials of Quokka.
10.8 Notices. Any notice, request, demand or other communication required or permitted hereunder shall be in writing, shall reference this Agreement and shall be deemed to be properly given: (a) when delivered personally; (b) when sent by facsimile, with written confirmation of receipt by the sending facsimile machine; (c) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) two (2) business days after deposit with an express courier, with written confirmation of receipt. All notices to You shall be sent to the address specified on Your Order (or to such other address as may be designated by You by giving written notice to Us pursuant to this Section). All notices to Quokka shall be sent to 800 N Glebe Rd, STE 720C, Arlington, VA 22203 US. (or to such other address as may be designated by Us by giving notice to You pursuant to this Section).
10.9 Entire Agreement. This Agreement and the Order constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage or custom will be deemed to amend or modify this Agreement. It is expressly agreed that the terms of this Agreement and the Order will supersede the terms in any of Your purchase orders or other ordering documents.
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REV 2025-06-04
Exhibit B:
Insurance Requirements for Agreements Involving Information Technology Consultant or Vendor shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. Consultant shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ 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. Cyber Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
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REV 2025-06-04
Technology Professional Liability Errors & Omissions
Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Consultant.
If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. Coverage can be provided in the form of an endorsement to the Consultant’s insurance, at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used. For Vendors ISO Form CG 20 15 12 19 is acceptable. Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.
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Primary Coverage
For any claims related to this contract, the Consultant’s insurance coverage shall be primary and non-contributory, with coverage at least as broad as ISO CG 20 01 12 19 as respects the City of Stockton, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance, including any excess policies, and shall not contribute with it. This requirement shall also apply to any Excess policies. The City of Stockton does not accept endorsements limiting the Vendor’s insurance coverage to the sole negligence of the Named Insured.
Umbrella or Excess Policy
The Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. The policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying CGL insurance.
Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City of Stockton.
Waiver of Subrogation
Consultant hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses within the retention. The policy language shall provide, or be endorsed to provide, that the selfinsured retention may be satisfied by either the named insured or City of Stockton.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to the City of Stockton.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
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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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.
Verification of Coverage
Consultant shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All documents are to be received and approved by the City of Stockton before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City of Stockton is an additional insured on insurance required from subcontractors.
Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:
City of Stockton
Its Officers, Officials, Employees and Volunteers
425 N El Dorado Street
Stockton, CA 95202
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1602 Village Market Blvd SE, Suite 320
Leesburg, VA20175 USA
Cage Code: 7QV38
UEI Number Y7D5MXRU2839
DUNS# 080431574
Federal Tax ID: 81-3911287
Business Size: Small Business
Date: 4/15/2026, 4:04 PM
Phone: 571 707-4130
Fax: 571-291-4119
Email: [email protected]
Vertosoft Contact: Leo Burns
Phone:
Email: [email protected]
Vertosoft Quote for Ready Rebound - City of Stockton, CA Vertosoft is an authorized distributor and reseller of all Ready Rebound products
Contract: OMNIA Partners: 159574
Quote #: Q-21641
Expires On: 4/30/2026
Ship To
City of Stockton, CA
,
Quote For:
Name: Timothy Caluya
Company: City of Stockton, CA
Email: [email protected]
Phone:
Net 30 Electronic Check/ACH/Credit Card
Year 1 (6/1/2026 - 5/31/2027)
PART # DESCRIPTION QTY UNIT PRICE EXTENDED
Recover-CA Ready Rebound Recover
24/7 access to licensed athletic trainers, individualized healthcare navigation and advocacy, and preferred access to medical providers.
Sports medicine healthcare model for members and nuanced returnto-work communication for all stakeholders, including employers and medical providers.
Service is available for all musculo-skeletal injury circumstances for paid members, their immediate family, and retirees.
214.00 $525.26 $112,405.64
Year 1 (6/1/2026 - 5/31/2027) TOTAL: $112,405.64
EXHIBIT C
ATTACHMENT A
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Year 2 (6/1/2027 - 5/31/2028)
PART # DESCRIPTION QTY UNIT PRICE EXTENDED
Recover-CA Ready Rebound Recover
24/7 access to licensed athletic trainers, individualized healthcare navigation and advocacy, and preferred access to medical providers.
Sports medicine healthcare model for members and nuanced returnto-work communication for all stakeholders, including employers and medical providers.
Service is available for all musculo-skeletal injury circumstances for paid members, their immediate family, and retirees.
214.00 $525.26 $112,405.64
Year 2 (6/1/2027 - 5/31/2028) TOTAL: $112,405.64
Year 3 (6/1/2028 - 5/31/2029)
PART # DESCRIPTION QTY UNIT PRICE EXTENDED
Recover-CA Ready Rebound Recover
24/7 access to licensed athletic trainers, individualized healthcare navigation and advocacy, and preferred access to medical providers.
Sports medicine healthcare model for members and nuanced returnto-work communication for all stakeholders, including employers and medical providers.
Service is available for all musculo-skeletal injury circumstances for paid members, their immediate family, and retirees.
214.00 $538.40 $115,217.60
Year 3 (6/1/2028 - 5/31/2029) TOTAL: $115,217.60
TOTAL: $112,405.64
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ATTACHMENT A
765
City of Stockton
Legislation Text
File #: 26-0416, Version: 1
APPROVE RESOLUTION TO ESTABLISH A NEW CLASSIFIED/REPRESENTED
CLASSIFICATION SPECIFICATION OF FIRE AND EMS SUPPORT SERVICES ANALYST FOR
THE STOCKTON FIRE DEPARTMENT AND APPROVE THE PROPOSED SALARY RANGE
RECOMMENDATION
It is recommended that the City Council adopt a resolution establishing a new classified/represented position of Fire and Emergency Medical Services (EMS) Support Services Analyst for the Stockton Fire Department and assign the salary range.
Summary
City Council is being asked to establish the proposed new single-incumbent, non-sworn, administrative support classification titled Fire and EMS Support Services Analyst. This position will be responsible for performing a variety of advanced, complex clerical and technical administrative duties that require specialized knowledge of the Fire Department's EMS and training programs.
DISCUSSION
Background
The Fire and EMS Support Services Analyst classification will reside within the Stockton Fire Department’s Division of Training and EMS Division. This position will perform specialized duties that directly support personnel certification, mandated training compliance, EMS licensure, and financial documentation associated with refualted programs such as the California Firefighter Joint Apprenticeship Committee (Cal-JAC). Errors, ommissions, or delays in these areas may result in loss of funding eligibility, audit findings, or impacts to emergency response staffing and service delivery.
Present Situation
The Stockton Fire Department’s Division of Training and EMS Services Division support core public safety functions that are highly regulated and directly tied to operational readiness. Administrative support within these divisions requires advanced clerical expertise, technical accuracy, and familiarity with Fire and EMS-specific systems, terminology, and regulatory frameworks. The scope and consequence of this work materially exceed that of a general Office Technician assignment.
The Fire and EMS Support Services Analyst classification is not intended to replace or duplicate existing office support positions but rather to recognize the sustained, specialized clerical work required to support the Fire Department’s training and EMS operations. This postion will support department-wide administrative resiliency through structured cross-training with Fire Administration, ensuring continuity of operations during staffing changes, peak workloads, or emergency events.
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File #: 26-0416, Version: 1
Classification
The proposed Fire and EMS Support Services Analyst classification is a single, non-sworn, advanced journey-level, administrative support position assigned exclusively to the Stockton Fire Department.
The incumbent will require working knowledge of Fire Department operations, EMS regulations, and training program administration. This position supports mission-critical functions related to regulatory compliance, personnel readiness, public safety outcomes, and regularly works with sworn personnel, external oversign agencies, and time-sensitive documentation. The Fire and EMS Support Services Analyst classification will be included in the Civil Service system, placed in the SCEA - Professional and Technical Services bargaining unit. In addition, the classification will be non-exempt under the Fair Labor Standards Act (FLSA).
Salary
Human Resources staff completed an external market survey and an internal equity evaluation.
Based on analysis of the information collected, the annual base salary by step is below:
FINANCIAL SUMMARY
The table below reflects the FY2025-26 annual salary and benefit cost of the proposed Fire and EMS Support Services Analyst classification at each step.
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Resolution No.
STOCKTON CITY COUNCIL
RESOLUTION TO CREATE A NEW CLASSIFIED/REPRESENTED CLASS
SPECIFICATION FIRE AND EMS SUPPORT SERVICES ANALYST FOR THE
STOCKTON FIRE DEPARTMENT AND APPROVE THE PROPOSED SALARY RANGE It is necessary to establish a new classification of Fire and EMS Support Services Analyst to provide overall management of specialized and intricate administrative functions specific to EMS operations; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:
1. The new classified/represented class specification of Fire and EMS Support Services Analyst is hereby created with the salary approved as follows:
2. The Director of Human Resources is hereby directed to prepare the appropriate class specification in accordance with section 2.36.080 of the Stockton Municipal Code.
3. The City Manager is hereby authorized and directed to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.
PASSED, APPROVED, and ADOPTED May 12, 2026 .
CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:
______________________________
KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
JOB CLASS FY2025-26 BASE ANNUAL SALARY BY STEP
Step 1 Step 2 Step 3 Step 4 Step 5 Step 6
Fire and EMS
Support Services
Analyst
67,329.17 70,798.29 $74,446.15 $78,281.97 $82,315.43 $86,556.71 768
City of Stockton
Legislation Text
File #: 26-0435, Version: 1
APPROVE RESOLUTION TO ESTABLISH A NEW UNCLASSIFIED AND UNREPRESENTED
CLASSIFICATION SPECIFICATION OF SUPERVISING BUDGET ANALYST AND APPROVE THE
PROPOSED SALARY RANGE
RECOMMENDATION
It is recommended that the City Council adopt a resolution establishing a new unclassified/unrepresented position of Supervising Budget Analyst for the Administrative Services Department and assign the salary range.
Summary
City Council is being asked to establish the proposed new single-incumbent, supervisory level classification titled Supervising Budget Analyst. This position will reside within the Administrative Services Department’s Budget Office and report to the Budget Officer.
DISCUSSION
Background
The Administrative Services Department recommends the establishment of this new classification because it will enable the department to implement and meet succession planning goals; increase supervision and improve span of control within the Budget Office; and enhance productivity and technical expertise.
Present Situation
The Administrative Services Department currently operates with three staffing levels within the Budget Analyst classification, Budget Analyst I, Budget Analyst II, and Senior Budget Analyst. A supervisory level classification is needed to provide day-to-day leadership and technical oversight, bridging the gap between the Senior Budget Analyst and the Budget Officer. The Supervising Budget Analyst classification will ensure consistent application of budget practices and policies, improve the quality and timeliness of budget development and monitoring, and assist the Budget Office in focusing on high-level strategy, policy direction, and executive and council support.
Classification
The proposed Supervising Budget Analyst classification is a single, supervisory level position responsible for supervising subordinate staff and activities within the Budget Office, including the formulation and execution of the City’s Financial Plan, long-range budget projections, and Annual Budget and oversight of investments and purchasing operations. The Supervising Budget Analyst will plan, organize, and coordinate budget preparation and control activities.
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File #: 26-0435, Version: 1
If approved, the Supervising Budget Analyst classification is categorized as confidential and will be excluded in the Civil Service system and placed in the Unrepresented - Confidential bargaining unit.
In addition, the classification will be exempt under the Fair Labor Standards Act (FLSA).
Salary
Human Resources staff completed an internal equity evaluation. Based on analysis of the information collected, the annual base salary by step is below:
FINANCIAL SUMMARY
The table below reflects the FY2025-26 annual salary and benefit cost of the proposed Supervising Budget Analyst classification at each step.
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Resolution No.
STOCKTON CITY COUNCIL
RESOLUTION TO CREATE A NEW UNCLASSIFIED/UNREPRESENTED CLASS
SPECIFICATION OF SUPERVISING BUDGET ANALYST AND APPROVE THE
PROPOSED SALARY RANGE
It is necessary to establish a new classification of Supervising Budget Analyst to provide day-to-day leadership and technical oversight of subordiante staff within the Budget Office; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:
1. The new unclassified/unrepresented class specification of Supervising Budget Analyst is hereby created with the salary approved as follows:
2. The Director of Human Resources is hereby directed to prepare the appropriate class specification in accordance with section 2.36.080 of the Stockton Municipal Code.
3. The City Manager is hereby authorized and directed to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.
PASSED, APPROVED, and ADOPTED May 12, 2026 .
CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:
______________________________
KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
JOB CLASS FY2025-26 BASE ANNUAL SALARY BY STEP
Step 1 Step 2 Step 3 Step 4 Step 5 Step 6
Supervising
Budget Analyst 121,293.47 127,358.29 133,725.88 140,412.71 147,433.01 154,804.67 771
City of Stockton
Legislation Text
File #: 26-0460, Version: 1
ADOPT A RESOLUTION TO APPROVE A CORRECTION TO THE RESOLUTION ADOPTING THE 2024 WASTEWATER RATE STUDY
RECOMMENDATION
It is recommended that the City Council adopt a resolution to:
1. Approve a correction to Exhibit 2 to Resolution No. 2024-11-12-1605 (Exhibit 1 to the Resolution).
It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.
Summary
The Municipal Utilities Department (MUD) operates and maintains the Regional Wastewater Control Facility (RWCF), an advanced tertiary sewer treatment facility with a 55 million-gallon per day capacity located adjacent to the San Joaquin River.
Following the November 12, 2024 Wastewater Rate Study Public Hearing, the City Council adopted Resolution 2024-11-12-1605 to establish maximum wastewater service charges and effective dates.
Staff later identified an administrative error in Exhibit #2 of the Resolution, resulting in monthly undercharges, affecting Multi-family Residential sewer rates. A correction was later approved by the City Council to correct the Multi-family residential wastewater monthly unit rates for only Fiscal Year 2025-2026.
If approved by the City Council, this action will approve an additional correction to Exhibit #2 to Resolution 2024-11-12-1605 including all 2024 Wastewater Monthly Rates associated with Multifamily Residential Units through the end of Fiscal Year 2028-2029.
DISCUSSION
Background
It is a best practice to review customer rates for sewer utility service every five years to confirm whether rates will adequately cover service costs over the following five years, and that the utility maintains adequate financial resources to provide this essential public health service to the community.
In accordance with California Constitution article XIII D, Section 6 (commonly referred to as Proposition 218), the MUD completed the 2024 Wastewater Rate Study and mailed Notices of Public City of Stockton Page 1 of 2 Printed on 5/7/2026
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File #: 26-0460, Version: 1
Hearing on September 20, 2024, to 81,847 affected record owners and wastewater utility customers directly responsible for payment of wastewater charges.
On November 12, 2024, the City Council held a public hearing on proposed wastewater rate adjustments. No majority protest was received from affected property owners or customers. The Council then adopted Resolution No. 2024-11-12-1605, approving the 2024 Wastewater Rate Study in compliance with Proposition 218 and establishing maximum charges and effective dates.
Sometime after the adoption of the new rates, MUD discovered administrative errors in the wastewater rates associated with Multi-family Residential units. The errors resulted in monthly wastewater rate undercharges for Multi-family Residential units within the City and outside of the City, respectively. An adjustment was approved to correct the Multi-family residential wastewater monthly unit rates under Resolution 2025-08-12-1214.
Present Situation
Prior to implementing annual rate adjustments this year, MUD staff again reviewed revenue requirements and associated rates and found additional under charges listed in Exhibit #2 to Resolution No. 2024-11-12-1605. While Fiscal Year 2026 Multi-family rate under charges were previously corrected, Multi-family sewer rates for Fiscal Years 2027 through 2029 must also be updated to correct the under charges and ensure accuracy through the remaining Fiscal Years 2028- 2029, as shown below.
Customer Class Current Rates July 1, 2026 July 1, 2027 July 1, 2028 Multi-Family (City) $56.97 $59.25 $61.62
Multi-Family (Non-City) $51.11 $53.15 $55.28
Corrected Rates
Multi-Family (City) $54.97 $57.17 $59.46 $61.84
Multi-Family (Non-City) $49.32 $51.29 $53.34 $55.47
If approved by the City Council, this action will adopt a resolution approving an administrative correction to the Wastewater Monthly Rates associated with Multi-family Residential Units through Fiscal Year 2028-2029.
FINANCIAL SUMMARY
This action has no impact on the General Fund or any other unrestricted funds.
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Resolution No.
STOCKTON CITY COUNCIL
RESOLUTION ADOPTING AN ADMINISTRATIVE CORRECTION TO THE 2024 WASTEWATER RATE STUDY EXHIBIT 2 TO RESOLUTION NO. 2024-11-12-1605 Following the 2024 Wastewater Rate Study and the public hearing held on November 12, 2024, the City Council by Resolution No. 2024-11-12-1605, adopted the 2024 Wastewater Rate Study and the maximum wastewater service charges and effective dates; and
The rates for Multi-family Residential units within the City and outside of the City in Exhibit 2 to Resolution No. 2024-11-12-1605 effective July 1, 2025, were listed at $54.78 and $49.14 per month; and
After the adoption of the new rates and their effective dates, an error was discovered in the monthly wastewater rates associated with Multi-family Residential units listed in Exhibit 2 of the Resolution; and
On August 12, 2025, Council approved Resolution 2025-08-12-1214, correcting the monthly wastewater rates associated with Multi-family Residential units within the City and outside of the City, effective July 1, 2025, for Fiscal Year 2025-2026; and To ensure that the rates are correct through Fiscal Year 2028-2029, Exhibit 2 requires additional correction; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:
1. The City Council approves the administrative correction to Exhibit 2 of Resolution No. 2024-11-12-1605 (Exhibit 1).
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774
2. The City Manager is hereby authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.
PASSED, APPROVED, and ADOPTED May 12, 2026 .
CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:
KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
775
EXHIBIT 1
WASTEWATER MAXIMUM MONTHLY RATES AND EFFECTIVE DATES
(Corrected)
Residential
Present
Rates
January 1,
2025
July 1,
2025
July 1,
2026
July 1,
2027
July 1,
2028
Residential Charge
(Per Dwelling Unit)
Single-Family & Condo (City) $55.68 $57.36 $59.65 $62.04 $64.52 $67.10 Single-Family & Condo (NonCity)$50.77 $52.30 $54.39 $56.57 $58.83 $61.18 Multi-Family (City) $52.45 $52.86 $54.97 $57.17 $59.46 $61.84 Multi-Family (Non-City) $47.05 $47.42 $49.32 $51.29 $53.34 $55.47 Apartments (City) $47.57 $47.57 $49.47 $51.45 $53.51 $55.65 Apartments (Non-City) $41.75 $41.75 $43.42 $45.16 $46.97 $48.85 Commercial/Institutional
Present
Rates
January 1,
2025
July 1,
2025
July 1,
2026
July 1,
2027
July 1,
2028
Consumption Charges
($/CCF1)
Com/Inst – Low-strength $2.22 $2.40 $2.50 $2.60 $2.70 $2.81 Com/Inst – Med-strength $2.70 $2.75 $2.86 $2.97 $3.09 $3.21 Com/Inst – High-strength $4.54 $4.42 $4.60 $4.78 $4.97 $5.17 Schools ($/ADA2) $1.30 $1.29 $1.34 $1.39 $1.45 $1.51
Fixed Monthly Charge (City) $26.83 $26.91 $27.99 $29.11 $30.27 $31.48 Fixed Monthly Charge (NonCity)$23.56 $23.63 $24.58 $25.56 $26.58 $27.64 1CCF = one hundred cubic feet 2ADA = average daily attendance Industrial
Present
Rates
January 1,
2025
July 1,
2025
July 1,
2026
July 1,
2027
July 1,
2028
Industrial Charges
Fixed Monthly Charge $26.83 $26.91 $27.99 $29.11 $30.27 $31.48 Admin / Stand-by Charge
Industrial – Flow ($/MG1) $864.80 $945.76 $983.59 $1,022.93 $1,063.85 $1,106.40 Industrial – BOD ($/Klbs2) $140.13 $153.25 $159.38 $165.76 $172.39 $179.29 Industrial – SS ($/Klbs) $102.88 $112.51 $117.01 $121.69 $126.56 $131.62 Consumption Charges
Industrial – Flow ($/MG) $748.52 $818.59 $851.33 $885.38 $920.80 $957.63 Industrial – BOD ($/Klbs) $52.14 $57.02 $59.30 $61.67 $64.14 $66.71 Industrial – SS ($/Klbs) $83.45 $91.26 $94.91 $98.71 $102.66 $106.77 1MG = million gallons 2Klbs = one thousand pounds
776
City of Stockton
Legislation Text
File #: 26-0425, Version: 1
ADOPT A RESOLUTION AUTHORIZING A CONTRACT WITH EVOQUA WATER TECHNOLOGIES
FOR THE PURCHASE OF HYDROGEN PEROXIDE FOR WASTEWATER TREATMENT
RECOMMENDATION
It is recommended that the City Council approve a resolution to:
1. Accept the specifications and addenda for the Request for Sealed bids for the purchase of Hydrogen Peroxide for wastewater treatment, PUR 26-020 (Exhibit 1 to the Resolution).
2. Authorize a five-year contract with Evoqua Water Technologies LLC (Evoqua), of Sarasota, Florida, for the purchase of hydrogen peroxide for wastewater treatment in an amount not-toexceed $1,297,100 (Exhibit 2 to the Resolution).
It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.
Summary
The Municipal Utilities Department (MUD) personnel operate and maintain the Regional Wastewater Control Facility (RWCF), an advanced tertiary wastewater treatment facility with a 55 million-gallon per day (MGD) capacity located adjacent to the San Joaquin River.
The RWCF currently uses ferric chloride in combination with hydrogen peroxide to reduce hydrogen sulfide concentrations in the wastewater treatment process. Hydrogen sulfide is a corrosive compound that, if not properly managed, can lead to premature infrastructure failure and costly repairs.
Staff recommend awarding a five-year contract to Evoqua, of Sarasota, Florida, for the purchase of Hydrogen Peroxide for wastewater treatment, in an amount not-to-exceed $1,297,100.
DISCUSSION
Background
The RWCF currently uses ferric chloride in combination with hydrogen peroxide to reduce hydrogen sulfide concentrations in the wastewater treatment process. Hydrogen sulfide is a corrosive compound that can cause premature infrastructure failure and costly equipment repairs if not properly managed. To mitigate these risks, hydrogen peroxide is injected into the wastewater influent prior to treatment. The dosing rate is controlled by operators and monitored through the onsite Supervisory Control and Data Acquisition (SCADA) system.
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File #: 26-0425, Version: 1
Present Situation
On January 29, 2026, an Invitation to Bid for the purchase of hydrogen peroxide for wastewater treatment (PUR 26-020) was publicly advertised in the Legal Notice Section of The Record and on the City’s Bid Flash webpage. Additionally, staff sent the bid specifications to prospective bidders via AskStockton.
On March 12, 2026, the City received the following bids:
Company Name Bid Price Annual Cost
Evoqua Water Technologies LLC $2.49/gallon $224,100
Brenntag Pacific, LLC $3.04/gallon $273,951
Note: Bids received did not include applicable taxes.
The bid submitted by Evoqua is regular in all aspects, meets the City’s specifications, and is recommended by staff. The proposed contract is for the purchase and delivery of 90,000 gallons per year. Actual chemical usage will vary, and the City will pay only for the quantity of chemicals delivered.
FINANCIAL SUMMARY
Annual pricing will be reviewed and adjusted each year based on the April annual average Producer Price Index (PPI) for Chemicals and Transportation, with adjustments taking effect on July 1. For budgeting purposes, an annual increase of three percent (3%) has been assumed over the five-year period reflected above; however, actual costs may vary depending on index fluctuations and chemical usage each year.
The first year of the contract is estimated at $244,269 with funding to be made available upon City Council approval of the FY 2026-27 annual budget from the RWCF Wastewater Utility account (6513- 000-650005-610-000-00-65-000-000).
Funding for subsequent years will be budgeted within the same account and will remain subject to City Council approval through the annual budget development process.
This action has no impact on the General Fund or any other unrestricted funds.
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Resolution No.
STOCKTON CITY COUNCIL
RESOLUTION AUTHORIZING A CONTRACT WITH EVOQUA WATER
TECHNOLOGIES WITH A NOT-TO-EXCEED COST OF $1,297,100 FOR THE
PURCHASE OF HYDROGEN PEROXIDE FOR WASTEWATER TREATMENT
The Municipal Utilities Department (MUD) staff operate and maintain the Regional Wastewater Control Facility (RWCF), an advanced tertiary wastewater treatment facility with a 55 million-gallon per day (MGD) capacity located adjacent to the San Joaquin River; and
The RWCF currently uses ferric chloride in combination with hydrogen peroxide to reduce hydrogen sulfide concentrations in the wastewater treatment process. Hydrogen sulfide is a corrosive compound that can lead to premature infrastructure failure and costly repairs if not managed; and
On January 29, 2026, an Invitation to Bid for the purchase of hydrogen peroxide for wastewater treatment (PUR 26-020) was publicly advertised in the Legal Notice Section of The Record and on the City’s Bid Flash webpage. Additionally, the bid specifications were sent to prospective bidders through AskStockton; and On March 12, 2026, the City Clerk’s office received two sealed bids. Evoqua Water Technologies LLC of Sarasota, Florida, submitted the low bid that was regular in all aspects with a cost of $2.49 per gallon. Staff estimate an annual maximum purchase of 90,000 gallons of hydrogen peroxide for wastewater treatment; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:
1. The Specifications and Addenda for the Invitation for Bids for the Purchase of Hydrogen Peroxide for Wastewater Treatment (PUR 26-020) are hereby accepted and attached as Exhibit 1 and incorporated by this reference.
2. A five-year contract with Evoqua Water Technologies, LLC of Sarasota, Florida, to provide hydrogen peroxide for wastewater treatment at the Regional Wastewater Control Facility for a total not-to-exceed cost of $1,297,100, is hereby approved, a copy of which is attached as Exhibit 2 and incorporated by this reference. //
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779
3. The City Manager or designee is hereby authorized to take necessary and appropriate actions to carry out the purpose and intent of this Resolution.
PASSED, APPROVED, and ADOPTED May 12, 2026 .
CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:
KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
780
BIDS WILL BE RECEIVED UNTIL THE HOUR OF
2:00 PM (PST), Thursday, February 26, 2026,
ELECTRONICALLY AT [email protected]
INVITATION FOR SEALED BIDS
PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT
FOR THE CITY OF STOCKTON, CALIFORNIA
PUR 26-020
EXHIBIT 1
781
INVITATION FOR SEALED BID
PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER
TREATMENT
PUR 26-020
i
IFB INFORMATION
Contact Rajvir Sahota
Email Address [email protected]
Due Date for Questions
and Clarifications
February 5, 2026; 2:00 PM (PST)
Due Date for Response
to
Questions/Clarifications
February 12, 2026; 5:00 PM (PST)
IFB Submittal
Electronic Mail or on a
USB drive
[email protected] or
Office of the City Clerk, City Hall, First
Floor
425 North El Dorado Street,
Stockton, California 95202
IFB Submittal Due Date
& Time
Thursday, February 26, 2026; 2:00 PM
(PST)
Anticipated Date for
Council Approval
May 12, 2026
* Dates and times may be modified as deemed necessary by the City. Any schedule changes will be communicated through the City's Bid Flash Platform. Respondents are responsible for regularly monitoring Bid Flash for any adjustments and updates.
IMPORTANT!!!
The City is not responsible for misdelivered proposals, and the proposer is strictly liable for its chosen method of delivery. It is the proposer’s sole responsibility to make sure that proposals arrive at the proper location. Any proposal that does not actually arrive at the City Clerk’s Office or email by the Bid due date and time will be rejected as non-responsive, even if properly addressed or delivered to another City Department.
EXHIBIT 1
782
INVITATION FOR SEALED BID
PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER
TREATMENT
PUR 26-020
ii
Table of Contents
1.0 GENERAL INFORMATION ...........................................................................2
1.1 REQUEST FOR SEALED BID ........................................................................2
1.2 INVITATION TO SUBMIT A BID .....................................................................2
1.3 LOCAL BUSINESS PREFERENCE ................................................................2
1.4 LOCAL EMPLOYMENT—PUBLIC WORKS CONTRACTORS.......................2
1.5 CONSEQUENCE OF SUBMISSION OF BID...................................................2
1.6 EXAMINATION OF BID MATERIALS.............................................................3
1.7 ADDENDA AND INTERPRETATION ..............................................................3
1.8 DISQUALIFICATION.......................................................................................3
1.9 BID REJECTED ..............................................................................................4
1.10 CONDITIONS TO BE ACCEPTED IF ANY WORK IS SUBCONTRACTED....4
1.11 LICENSING REQUIREMENTS........................................................................4
1.12 INSURANCE REQUIREMENTS......................................................................5
1.13 INDEMNITY AND HOLD HARMLESS.............................................................5
1.14 APPLICABLE LAW.........................................................................................5
1.15 METHOD OF PAYMENT.................................................................................6
1.16 NOTICE TO OUT-OF-STATE VENDOR..........................................................6
1.17 TERM ..............................................................................................................6
1.18 COMPETITIVE PRICING.................................................................................6
1.19 FUNDING ........................................................................................................6
1.20 UNCONDITIONAL TERMINATION FOR CONVENIENCE..............................7
1.21 AUDITING OF CHARGES & SERVICES ........................................................7
1.22 BID SECURITY ...............................................................................................7
1.23 CONTRACT BONDS.......................................................................................7
1.24 AWARD...........................................................................................................8
1.25 CHANGES.......................................................................................................8
1.26 OTHER GOVERNMENTAL AGENCIES..........................................................8
1.27 LIQUIDATED DAMAGES................................................................................8
1.28 PRODUCT OWNERSHIP ................................................................................8
1.29 CONFIDENTIALITY.........................................................................................8
1.30 JOB WALK (NOT APPLICABLE) ...................................................................9 EXHIBIT 1
783
INVITATION FOR SEALED BID
PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER
TREATMENT
PUR 26-020
iii
1.31 PREVAILING WAGES & CONTRACTOR/SUBCONTRACTOR
REGISTRATION REQUIREMENTS (NOT APPLICABLE)..........................................9
1.32 CONTRACTOR’S SAFETY RESPONSIBILITY.............................................10
1.33 PROTEST POLICY........................................................................................10
2.0 BACKGROUND/GENERAL NATURE OF SPECIFICATION ......................11
2.1 SCOPE OF SERVICES .......................................................................................11
2.2 SUBSTITUTIONS..........................................................................................13
2.3 SPILLAGE.....................................................................................................13
2.4 DAMAGES ....................................................................................................14
2.5 REMOVAL AND REPLACEMENT OF DEFECTIVE MATERIALS................14
2.6 ADJUSTMENT IN CONTRACT PRICES.......................................................14
2.7 SUCCESSORS AND ASSIGNS ....................................................................14
2.8 SAFETY DATA SHEETS...............................................................................15
2.9 INVOICES .....................................................................................................15
2.10 POLICY STATEMENT...................................................................................15
3.0 SPECIFICATIONS .........................................................................................15
3.1 GENERAL.....................................................................................................15
4.0 BIDDER’S CHECKLIST..........................................................................................16 ATTACHMENT A - BIDDER CONTACT INFORMATION AND COVER PAGE ........17 ATTACHMENT B - COST TABLE FOR PRODUCTS ...............................................18 ATTACHMENT C - BIDDER’S AGREEMENT...........................................................19 ATTACHMENT D - NON-COLLUSION .....................................................................20 ATTACHMENT E - CERTIFICATE OF NONDISCRIMINATION................................22 ATTACHMENT F - CONFLICT OF INTEREST DISCLOSURE - AB334 ...................23 ATTACHMENT G - SUBCONTRACTOR LIST..........................................................24 EXHIBIT 1 – INSURANCE REQUIREMENTS...............................................................25 EXHIBIT 2 – SAMPLE CONTRACT .............................................................................25 EXHIBIT 1
784
1 NOTICE INVITING SEALED BIDS
NOTICE IS HEREBY GIVEN that sealed bids are invited by the City of Stockton, California for specifications for PUR 26-020 PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT in strict accordance with the specifications.
The City of Stockton is seeking competitive bids from qualified vendors interested in a multi-year contract to provide the City with Hydrogen Peroxide (50%) for odor control at the Regional Wastewater Control Facility.
The bid specifications and forms can be obtained from the City of Stockton’s website at www.stocktonca.gov/mudbid and must be electronically delivered to [email protected] or on a USB drive to the Office of the City Clerk, City Hall, 425 North El Dorado Street, Stockton, California 95202, up to but not later than 2:00 pm (PST) on Thursday, February 26, 2026.
The City reserves the right to reject any and/or all bids received.
Information on Bid Process/Clarification/Technical Data Rajvir Sahota, Procurement Division
(209) 937-8357
e-mail: [email protected]
DISCLAIMER: The City does not assume any liability or responsibility for errors/omissions in any document transmitted electronically.
Dated: January 29, 2026
KATHERINE ROLAND, CMC, CPMC, CITY CLERK
CITY OF STOCKTON
EXHIBIT 1
785
2 1.0 GENERAL INFORMATION
1.1 REQUEST FOR SEALED BID
The purpose of this sealed bid is to request bidders to present their qualifications and capabilities to provide PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT PUR 26-020 for the City of Stockton.
1.2 INVITATION TO SUBMIT A BID
Bids shall be submitted no later than 2:00 pm (PST), on Thursday, February 26, 2026.
The bid should be identified in the Subject of " PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT for the City of Stockton “PUR 26-020." Any bid received after the due date and time indicated will not be accepted and will be deemed rejected and returned, unopened, to the bidder.
1.3 LOCAL BUSINESS PREFERENCE
Stockton Municipal Code Section 3.68.090 reads as follows:
Preference shall be given to the purchase of supplies, materials, equipment, and contractual services from local merchants, quality and price being equal.
Local merchants who have a physical business location within the boundaries of San Joaquin County, and who have applied for and paid a business license tax and registration fee pursuant to Stockton Municipal Code Title 5, Chapter 5.08, License Taxes, shall be granted two (2) percent bid preference.
Local merchants who have a physical business location within the boundaries of the City of Stockton, and who have applied for and paid a business license tax and registration fee pursuant to Stockton Municipal Code Title 5, Chapter 5.08, License Taxes, shall be granted five (5) percent bid preference.
This section is intended to provide preference in the award of certain City contracts in order to encourage businesses to move into and expand within the City. (prior code § 3-106.1; Ord. 2014-03-18-1601 C.S. § 1)
1.4 LOCAL EMPLOYMENT—PUBLIC WORKS CONTRACTORS
Bidders must comply with City of Stockton Municipal Code (SMC) Section 3.68.095, Ordinance No. 011-09 § 1, adopted September 1, 2009, effective October 1, 2009.
1.5 CONSEQUENCE OF SUBMISSION OF BID
A. The City shall not be obligated to respond to any bid submitted nor be legally bound in any manner by the submission of a bid.
B. Acceptance by the City of a bid obligates the bidder to enter into a contract with the City.
EXHIBIT 1
786
3 C. A contract shall not be binding or valid against the City unless or until it is executed by the City and the bidder.
D. Statistical information contained in these documents is for informational purposes only. The City shall not be responsible for the accuracy of said data.
City reserves the right to increase or decrease the project scope.
1.6 EXAMINATION OF BID MATERIALS
The submission of a bid shall be deemed a representation and warranty by the bidder that has investigated all aspects of the bid, that it is aware of the applicable facts pertaining to the bid process and its procedures and requirements, and that it has read and understands the bid. No request for modification of the provisions of the bid shall be considered after its submission on the grounds that the bidder was not fully informed as to any fact or condition. Statistical information that may be contained in the bid or any addendum thereto is for informational purposes only. The City disclaims any responsibility for this information, which may subsequently be determined to be incomplete or inaccurate.
1.7 ADDENDA AND INTERPRETATION
The City will not be responsible for, nor be bound by, any oral instructions, interpretations, or explanations issued by the City or its representatives. Any request for clarifications/questions/answers of a bid shall be made in writing/e-mail and delivered to:
CITY OF STOCKTON
ATTN: RAJVIR SAHOTA
PROCUREMENT DIVISION
425 NORTH EL DORADO STREET
STOCKTON, CA 95202-1997
[email protected]
Such requests for clarification shall be delivered to the City by 2:00 pm (PST) on Thursday, February 5, 2026. Any City response to a request for clarifications/questions/answers will be posted on the City’s website at www.stocktonca.gov/mudbid by 5:00 pm(PST) on Thursday, February 12, 2026, and will become part of the bid addendum. The bidder should await responses to inquiries prior to submitting a bid.
1.8 DISQUALIFICATION
Any of the following may be considered cause to disqualify a bidder without further consideration:
A. Evidence of collusion among bidders;
B. Any attempt to improperly influence any member of the evaluation panel; EXHIBIT 1
787
4 C. Any attempt to communicate in any manner with a City of Stockton elected official during the bid process will, and shall be, just cause for disqualification/rejection of bidder’s bid submittal and considered non-responsive.
D. A bidder's default in any operation of a contract which resulted in termination of that contract; and/or
E. Existence of any lawsuit, unresolved contractual claim, or dispute between bidder and the City.
F. No person, firm, or corporation shall be allowed to make or file or be interested in more than one bid for the same supplies, services, or both; provided, however, that subcontract bids to the principal bidders are excluded from the requirements of this section: Section 3.68.120 of the Municipal Code.
1.9 BID REJECTED
A bid shall be prepared and submitted in accordance with the provisions of these bid instructions and specifications. Any alteration, omission, addition, variance, or limitation of, from, or to a bid may be sufficient grounds for rejection of the bid. The City reserves the right to waive any defects in a bid if the City chooses to do so. The City may not accept a bid if:
A. Any of the bid forms are left blank or are materially altered; B. Any document or item necessary for the proper evaluation of the bid is incomplete, improperly executed, indefinite, ambiguous, or missing.
1.10 CONDITIONS TO BE ACCEPTED IF ANY WORK IS SUBCONTRACTED A. The bidder assumes full responsibility, including insurance and bonding requirements, for the quality and quantity of all work performed.
B. If bidder's supplier(s) and/or subcontractor's involvement requires the use of a licensed, patented, or proprietary process, the vendor of the process is responsible for assuring that the subcontractor, supplier, and/or operator have been properly authorized to use the process or for providing another process which is comparable to that which is required prior to submission of a bid.
1.11 LICENSING REQUIREMENTS
Any professional certifications or licenses required will be the sole cost and responsibility of the successful bidder.
Bidders must possess any applicable special licensing requirements to perform the work specified in these documents.
A City of Stockton Business license is required for this project. Please contact the City of Stockton Business License Division at (209) 937-8313.
EXHIBIT 1
788
5 1.12 INSURANCE REQUIREMENTS
Bidder, at Bidder's sole cost and expense and for the full term of the resultant contract or any extension thereof, shall obtain and maintain at least all of the insurance requirements listed in attached Exhibit 1 (or Exhibit B of the sample contract).
All coverage shall be provided by a carrier authorized to transact business in California and shall be primary in nature. All policies, endorsements, and certificates shall be subject to approval by the City of Stockton’s Risk Manager as to form and content.
These requirements are subject to an amendment or waiver, provided that such approval is given in writing by the Risk Manager.
Maintenance of proper insurance coverage is a material element of this contract, and failure to maintain or renew coverage or to provide evidence of renewal may be treated as a material breach of contract.
The Bidder shall assert that these insurance requirements will be met as part of their proposal response. Failure to comply with these insurance requirements may result in a proposal being deemed unresponsive. Bidder shall satisfy these insurance requirements concurrently with the signing of the contract, prior to the commencement of work. It is strongly suggested that insurance requirements be reviewed with Bidder’s broker to ensure any additional costs are included in the proposal pricing component.
Any questions pertaining to insurance requirements, please contact City of Stockton Risk Services at (209) 937-5037.
1.13 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 the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this agreement. These obligations shall survive the completion or termination of this agreement.
1.14 APPLICABLE LAW
Applicable law shall be governed by the laws of the State of California. Venue shall be proper in the Superior Court of the State of California, County of San Joaquin, Stockton Branch, or, for actions brought in Federal Court, the United States District Court for the Eastern District of California, Sacramento Division.
Deliverables must conform to 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.
EXHIBIT 1
789
6 Assembly Bill 334 - Conflict of Interest
The selected consultant will not be prevented from participating in future projects to the extent that no direct conflict of interest exists at the time. Consultants responsible for a project’s design may not participate in construction management/construction inspection of the project. The determination of a conflict of interest, direct or incidental, shall be at the sole discretion of the City of Stockton.
1.15 METHOD OF PAYMENT
Payment will be made within thirty (30) days after invoices are received and accepted by the City. Invoices are to be rendered monthly.
1.16 NOTICE TO OUT-OF-STATE VENDOR
The City of Stockton will pay all applicable sales/use tax directly to the State of California for this purchase.
It is the policy of the City of Stockton to pay all applicable California sales/use tax directly to the State Board of Equalization (BOE) pursuant to California Revenue and Taxation Code 7051.3. The City of Stockton will self-accrue all sales/use tax on purchases made from out-of-state vendors.
Sales and use tax on purchases made by the City of Stockton from all companies located outside California and whose products are shipped from out of state will be remitted to the BOE directly by the City under permit number SR KHE 28-051174 DP.
Please do not include sales/use tax on the invoice that you submit to the City of Stockton.
Questions regarding the City of Stockton’s payment of sales/use tax can be directed to the City of Stockton’s Procurement Division at (209) 937-8357.
1.17 TERM
The City plans to establish a five (5) year contract with no option to renew.
1.18 COMPETITIVE PRICING
Bidder warrants and agrees that each of the charges, economic or product terms or warranties granted pursuant to this Contract are comparable to or better than the equivalent charge, economic or product term or warranty being offered to any similarly situated commercial or other government customer of bidder. If bidder enters into any arrangements with another customer of bidder to provide product under more favorable charges, economic or product terms or warranties, bidder shall immediately notify the CITY of such change, and this Contract shall be deemed amended to incorporate the most favorable charges, economic or product terms or warranties.
1.19 FUNDING
Any contract which results from this bid will terminate without penalty at the end of the fiscal year in the event funds are not appropriated for the next fiscal year. If funds are EXHIBIT 1
790
7 appropriated for a portion of the fiscal year, this contract will terminate without penalty at the end of the term for which funds are appropriated.
1.20 UNCONDITIONAL TERMINATION FOR CONVENIENCE
The City may terminate the resultant contract for convenience by providing a sixty (60) calendar day advance notice unless otherwise stated in writing.
1.21 AUDITING OF CHARGES & SERVICES
The City reserves the right to periodically audit all charges and services made by the bidder to the City for services provided under the contract. Upon request, the bidder agrees to furnish the City with necessary information and assistance.
1.22 BID SECURITY
Every bid offered shall be accompanied by an acceptable financial instrument (bidder’s bond, certified or cashier’s check) in favor of and payable at sight to the City of Stockton for an amount not less than Not applicable or a bidder's bond executed by a surety authorized by the Insurance Commissioner to transact business of insurance in the State of California, made out in favor of the CITY OF STOCKTON for an amount not less than Not applicable and no bid shall be considered unless accompanied by such certified or cashier’s check or bidder's bond.
If bidder elects to accompany their bid with a bidder's bond, then said bond shall state on its face that, "in the event the person, firm, or corporation is awarded the contract and the said bidder shall fail, neglect, or refuse to enter into a contract to said equipment or materials, then the amount therein mentioned in the bidder's bond accompanying the bid of said person, firm, or corporation shall be declared to be forfeited to the City." In the event that the person, firm, or corporation to whom said contract may be awarded fails, neglects, or refuses to enter into contract to furnish said equipment, materials or services, as hereinbefore provided within thirty (30) days of award, then the cashier's check, or certified check and the amount therein mentioned, accompanying the bid of said person, firm, or corporation, shall be declared to be forfeited to said City; or, if noncomplying bidder has accompanied their bid with a bidder's bond, appropriate legal action to collect the bidder's bond, shall be undertaken.
Please note that the City will NOT accept company or personal checks for bid security.
1.23 CONTRACT BONDS
The successful bidder will be required to furnish the City of Stockton with a Faithful Performance Bond in the amount of Not applicable and shall be furnished concurrently with the signing of the contract.
The surety that provides the bond(s) must be authorized by the Insurance Commissioner to transact business of insurance in the State of California.
Said bonds shall be executed by the surety and contractor concurrently with the signing of the contract. The form of said bonds must be approved by the appropriate City departments.
EXHIBIT 1
791
8 All alterations, extension of time, extra and additional work, and other changes authorized by these specifications or any part of the contract shall be made without securing the consent of the surety or sureties on the contract bonds.
1.24 AWARD
Upon conclusion of the bid process, a contract may be awarded for PUR 26-020 PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT for the City of Stockton.
The City reserves the right to make an award on any item, quantity of any item, group of items, or in the aggregate to that/those bidder(s) whose bid(s) is/are most responsive to the needs of the City. Further, the City reserves the right to reject any and all bids, or alternate bids, or waive any informality in the bid as it is in the City's best interest.
Bids will be compared, and a contract will be awarded to the lowest, responsive, and responsible bidder.
1.25 CHANGES
The City’s Representative has the authority to review and recommend or reject change orders and cost proposals submitted by the bidder or as recommended by the bidder’s project manager, pursuant to the adopted City of Stockton Standard Specifications.
1.26 OTHER GOVERNMENTAL AGENCIES
If mutually agreeable to all parties, the use of any resultant contract/purchase order may be extended to other political subdivisions, municipalities, or tax-supported agencies.
Such participating governmental bodies shall make purchases in their own name, make payment directly to the successful bidder and be liable directly to the successful bidder, holding the City of Stockton harmless.
1.27 LIQUIDATED DAMAGES
There are no liquidated damages associated with this work.
1.28 PRODUCT OWNERSHIP
Any documents, products, or systems resulting from the contract will be the property of the City of Stockton.
1.29 CONFIDENTIALITY
If bidder believes that portions of a bid constitute trade secrets or confidential commercial, financial, geological, or geophysical data, then the bidder must so specify by, at a minimum, stamping in bold red letters the term "CONFIDENTIAL" on that part of the bid which the bidder believes to be protected from disclosure. The bidder must submit, in writing, specific detailed reasons, including any relevant legal authority, stating why the bidder believes the material to be confidential or a trade secret. Vague and general claims as to confidentiality will not be accepted. The City will be the sole judge as to whether a claim is general and/or vague in nature. All offers and parts of EXHIBIT 1
792
9 offers that are not marked as confidential may be automatically considered public information after the contract is awarded. The bidder is hereby notified that the City may consider all or parts of the offer to be public information under applicable law, even if marked confidential.
1.30 JOB WALK
Not applicable.
1.31 PREVAILING WAGES & CONTRACTOR/SUBCONTRACTOR REGISTRATION
REQUIREMENTS (NOT APPLICABLE)
Prevailing wage rates are required for this project as mandated by State and Federal Labor laws. Prevailing wage rates can be found by logging on to http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm.
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 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 (submitted on or after March 1, 2015) 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 (awarded on or after April 1, 2015) 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:
http://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 is 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.
EXHIBIT 1
793
10 1.32 CONTRACTOR’S SAFETY RESPONSIBILITY
The scope of work for this project has been reviewed for special risks or hidden dangers that may be present to employees of the bidder or any subcontractor. The bidder is required to identify, notify employees, and implement special precautions to prevent injuries to employees. Additionally, the bidder is required to identify its skill, experience, and equipment in dealing with the types of risk to employees.
1.33 PROTEST POLICY
Protest and Appeal Procedures. In order to maintain fairness and impartiality, the City of Stockton has established a solicitation protest policy and procedure.
PROTEST PROCEDURE
A. All protests must be in writing and stated as a formal protest.
B. The protest must contain a complete statement of the basis for the protest and must include all relevant supporting documentation.
C. The solicitation process and procedures, including evaluation criteria, shall not be proper grounds for protest. Concerns related to the solicitation process and procedures, including evaluation criteria, should be raised and addressed, if at all, prior to the bid/proposal due date and time to allow adjustments before evaluation of the solicitation. The party challenging the award decision to bear the burden of proof of material error to justify invalidation of the proposed award.
D. Protests must be filed with the City's Chief Financial Officer, or designee, not later than five (5) days after the date the City mails and or posts on the City’s Bid Flash platform, the Letter of Intent to Award.
E. Deliveries of the protest by hand, mail, or email are acceptable.
F. The City is not responsible for lost or misplaced protests, or to assure the protest is received within the protest deadlines.
PROTEST REVIEW
A. The Chief Financial Officer or designee shall respond in writing to material issues raised in the protest within thirty (30) days of receipt of the protest letter.
B. The Chief Financial Officer's, or designee's, administrative decision may be appealed in writing to the City Manager no later than (5) business days after the date the Chief Financial Officer's, or designee's, decision has been made.
C. The City Manager shall review and decide the appeal based on the grounds and documentation set forth in the original protest to the Chief Financial Officer, or designee.
D. Each party shall bear its own costs and expenses involved in the protest and appeal process, including any subsequent litigation.
E. The City Manager's administrative decision is final. After the City Manager issues the final administrative decision, the time in which judicial review of the decision must be sought shall be governed by California Code of Civil Procedure Section 1094 or as such section may be amended from time to time.
F. If the protested procurement involves state or federal funds, the Chief Financial Officer, or designee, shall give notice to the interested party that EXHIBIT 1
794
11 he or she has the right to appeal to the appropriate agency, which shall be identified by name and address. An appeal hereunder shall be filed with the appropriate agency within five (5) working days of the dispatch of rejection notices to the interested party(ies).
G. The City may require the protesting party to submit a City Council approved non-refundable protest fee to cover the administrative cost of processing the protest.
2.0 BACKGROUND/GENERAL NATURE OF SPECIFICATION
The City of Stockton is a Charter City incorporated in 1850. The City is the county seat of San Joaquin County and is located in California’s San Joaquin Valley, 78 miles east of the San Francisco Bay Area, 337 miles north of Los Angeles, and 40 miles south of Sacramento. The County is bound by Sacramento County to the north and Stanislaus County to the south. Approximately 310,000 residents live in Stockton.
The Stockton Municipal Utilities Department (MUD) manages, operates, and maintains the Stockton Regional Wastewater Control Facility (RWCF). The RWCF, located at 2500 Navy Drive, is a tertiary wastewater treatment plant that includes primary and secondary treatment.
2.1 SCOPE OF SERVICES
The City of Stockton is seeking competitive bids from qualified vendors interested in a multi-year contract to provide the City with Hydrogen Peroxide (50%) for odor control at the Regional Wastewater Control Facility.
2.01 DELIVERY
The price quoted shall include all shipping, delivery, and unloading charges. All taxes, tariffs, and excise fees (except sales tax) are to be included in the unit cost.
WASTEWATER TREATMENT PLANT
2500 NAVY DRIVE
STOCKTON, CA
All deliveries may not be limited to this site.
It will be the responsibility of the bidder 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 weekends and holidays) of the time of order. However, 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 7:00 a.m. and 3:00 p.m., Monday through Friday. The vendor with the particular plant destination shall pre-arrange any variance from these days and hours.
A certificate of analysis (COA) shall be provided for each delivery and contain the following information:
EXHIBIT 1
795
12 • Date of Manufacture
• Date of Delivery
• Shipper ID
• Specific gravity at 60° F
• Percent (%) of hydrogen peroxide
Deliveries will not be accepted by City staff unless accompanied by the said COA for the specific batch or lot of chemicals delivered, and the quality specifications listed in the bid contract documents are met. All chemical products supplied under this agreement must match the accompanying COA. The inclusion of water or any other diluting agents on or off-site is strictly prohibited unless explicitly authorized. Any deviation from this requirement will be considered a breach of contract and the delivery will be rejected at no cost to the City.
• Charges for COA from a certified laboratory shall be included in the bid price. • Failure to supply the required COA shall be sufficient cause to reject the load. A COA that does not meet AWWA Standard B306-07 shall be cause to reject the load.
Contractor shall provide emergency response training to City staff on an annual basis at no additional cost. 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.
2.02 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.
Drivers shall not hook up dispensing equipment until the Senior Operator or the Operator on duty has reviewed and verified the chemical being delivered.
2.03 ESTIMATED ANNUAL REQUIREMENTS (NO GUARANTEE)
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 shall be allowed as a result of an increase or a decrease in the quantity purchased.
Chemical Estimated Annual Usage Unit
Hydrogen Peroxide (50%) 90,000 GALLONS
The Vendor agrees to furnish all quantities ordered by the City during the contract period.
EXHIBIT 1
796
13 The City agrees to place orders with the Vendor for all its requirements for those items awarded except as follows:
a. Quantities of items needed under conditions of emergency or public exigency if unable to arrange delivery from contracted Vendor.
b. Quantities of items where Federal funds are involved and other action are warranted for Federal regulatory compliance purposes.
2.04 GUARANTEE
By submitting a bid, bidder guarantees that the hydrogen peroxide they propose to furnish shall be of the highest quality and shall meet the intent of the specifications free from defects in material and workmanship. The City shall have the right to reject any product which does not conform to such guarantee, and return same, at Vendors’ expense, for correction or replacement
2.05 SAFETY STANDARDS
Unless otherwise stipulated in the bid, all manufactured items or fabricated assemblies shall comply with applicable requirements of Occupational Safety and Health Act and any standards thereunder.
If any of the ingredients of the product bid are Carcinogens as shown on the most current list prepared by the International Agency for Research on Cancer (IARC), bidder shall separately identify such ingredients as Carcinogens. Bidder is advised that the product will not be accepted unless: (1) the product may be used safely, and (2) no acceptable Non-Carcinogen Substitute is available.
2.06 STORAGE CONDITION
Unless otherwise stipulated in the bid, all manufactured items or fabricated assemblies shall comply with applicable requirements of Occupational Safety and Health Act and any standards thereunder.
2.2 SUBSTITUTIONS
Unless qualified by the provision “NO SUBSTITUTIONS,” any manufacturers’ names, trade names, brand names, information, and/or catalogue numbers listed in a specification are for information and not intended to limit competition. The Vendor may offer any brand for which they are the authorized representative, which meets or exceeds the specification for any item(s). If the bid is based on equivalent products, indicate on the bid form the manufacturer’s name and number. Vendor shall submit with their bid, sketches, descriptive literature, and complete specifications. Reference to literature submitted with a previous bid will not satisfy this provision. The Vendor shall also explain in detail the reason(s) why the proposed equivalent will meet the specifications and not be considered an exception thereto.
Bids that do not comply with these are subject to rejection.
2.3 SPILLAGE
The successful bidder 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 successful bidder or their agents, the vendor and their agents must be responsible for cleaning the spill or leakage and for bearing any cost incurred due to spill or leakage EXHIBIT 1
797
14 clean-up. It must be the successful bidder’s responsibility to effect immediate containment, clean-up, disposal, and restoration activities in accordance with 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. The property of the City 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 that may be imposed by regulatory authorities, will be charged to the successful bidder or deducted from amounts owed. Chemicals must stay in the possession of the successful bidder and must not be unloaded until accepted by the City. All chemicals must be delivered in accordance with Department of Transportation regulations.
2.4 DAMAGES
Until material has been furnished in accordance with these specifications, all loss or damage arising from any unforeseen obstruction or difficulties, either natural or artificial, which may be encountered, or from any action of the elements, or from any act or omission not authorized by these specifications on the part of the supplier or any agent or person employed by them, shall be sustained by the supplier.
2.5 REMOVAL AND REPLACEMENT OF DEFECTIVE MATERIALS
The supplier shall, at their expense, remove and replace any part of the material that has been improperly provided. If they refuse or neglect to replace such defective material, the City may replace it at the supplier's expense.
2.6 ADJUSTMENT IN CONTRACT PRICES
If, during this contract, the contract supplier(s) posted or advertised price of the item or items bid should be below the price bid, the City may receive a reduction in its contract prices to conform to such posted or advertised prices.
Annual price adjustments shall be based on the Producer’s Price Index (PPI), not seasonally adjusted, as published by the U.S. Department of Labor, for Industrial Chemicals (90%) and the Transportation & Warehousing (10%) for the indexes noted below. The baseline period shall be April and any price adjustments shall be effective July 1 of each year. There will be no price increase during the first year of the contract. • Industrial Chemicals (Series ID: WPU061):
https://data.bls.gov/timeseries/WPU061?data_tool=Xgtable • Transportation & Warehousing (Series ID: WPSFD422):
https://data.bls.gov/timeseries/WPUFD422&series%20id=WPSFD422
2.7 SUCCESSORS AND ASSIGNS
City of Stockton and suppliers each bind themselves, their partners, successors, assigns, and legal representatives to this agreement without the written consent of the others.
Suppliers shall not assign or transfer any interest in this agreement without prior written consent of the City. Consent to any such transfer shall be at the sole discretion of the City of Stockton.
EXHIBIT 1
798
15 2.8 SAFETY DATA SHEETS
Safety data sheets shall be furnished by the successful bidder and shall be included in each delivery. Additionally, the successful bidder shall furnish safety data sheets to the Program Manager III – Wastewater within 14 days of any updates.
2.9 INVOICES
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. Volume of Hydrogen Peroxide delivered.
4. Price of Hydrogen Peroxide.
7. Total charge for Hydrogen Peroxide delivery.
8. Contract Number.
2.10 POLICY STATEMENT
Each bidder is required to state their policy regarding demurrage, if any.
3.0 SPECIFICATIONS
Any exceptions to the specifications must be noted. Details concerning the exceptions must be clearly explained. The following is a list of the minimum specifications. Bidder to note compliance or deviation on a separate sheet attached to the bid form.
3.1 GENERAL
Hydrogen Peroxide - 50% solution. The product shall meet industry standard specifications.
Minimum specifications shall be:
1. 50.0 – 50.8% by weight
2. 23.5% active oxygen content
3. 1.20 specific gravity at 20° Centigrade
EXHIBIT 1
799
INVITATION FOR SEALED BID
PUR 26-020
PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT 16 4.0 BIDDER’S CHECKLIST
THIS CHECKLIST IS PROVIDED FOR YOUR CONVENIENCE ONLY. THIS FORM IS NOT REQUIRED TO BE SUBMITTED WITH THE BID.
Complete the following bid documents (FROM THIS PACKET ONLY SUBMIT PAGES 17 to 24, along with any illustrations/brochures):
1. Attachment A - Bidder Contact Information - Cover Page*
2. Attachment B - Cost Table for Products (Recheck your math on each item extension and total column. Do not superimpose numerals on your bid forms. If erasures or interlineations appear on your bid form, they must be initialed by the person preparing the bid.) *
3. Attachment C - Bidders Agreement*
4. Attachment D - Non-Collusion Affidavit - Sign and notarize by jurat certificate the “Non-Collusion Affidavit” form. An “All-Purpose Acknowledgment” form will not be sufficient.
5. Attachment E – Nondiscrimination form
6. Attachment F – Conflict of Interest Disclosure – AB334
7. Attachment G - Sub-Contractor List*
8. Any Addendum Acknowledgements. Print and sign all Addendums on the City’s website at www.stocktonca.gov/MUDbid listed under the PUR 26-020 and submit with the Bid response. *
Email bid to City Clerk's Office at [email protected], or deliver bid on a USB drive to City Hall THURSDAY, FEBRUARY 26, 2026 AT 2:00 PM(PST). The Bid shall be marked "Bid" and indicate PUR 26-020 PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT and the open date.
CONTACT INFORMATION:
Information on Bid Process/Clarification/Technical Data Rajvir Sahota, Procurement Specialist I
(209) 937-8357
e-mail: [email protected]
*If not completed as required, your bid may be voided.
*DISCLAIMER: The City does not assume any liability or responsibility for errors/omissions in any document transmitted electronically.
*THIS FORM IS FOR YOUR INFORMATION ONLY AND DOES NOT NEED TO BE SUBMITTED WITH YOUR BID.
EXHIBIT 1
800
INVITATION FOR SEALED BID
PUR 26-020
PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT 17 ATTACHMENT A - BIDDER CONTACT INFORMATION AND COVER PAGE Business Name
Contact Name
Address
Phone Number
Email Address
Contractor License (if
required)
Department of Industrial
Relations ID Number
(if applicable)
EXHIBIT 1
801
INVITATION FOR SEALED BID
PUR 26-020
PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT 18 ATTACHMENT B - COST TABLE FOR PRODUCTS
The bidder hereby agrees to furnish the materials listed below in accordance with the specifications and the foregoing Special Instructions for the amount quoted. Quantities stated herein are approximate - increases or decreases shall depend on City of Stockton requirements and are subject to City fiscal year appropriations.
Quantity (gallons) Description Unit Price
($/gal) Total
90,000 Hydrogen Peroxide (50%) $ $
PRICE ADJUSTMENTS
Annual price adjustments shall be based on the Producer’s Price Index (PPI), not seasonally adjusted, as published by the U.S. Department of Labor, for Industrial Chemicals (90%) and the Transportation & Warehousing (10%) for the indexes noted below. The baseline period shall be April and any price adjustments shall be effective July 1 of each year. There will not be a price increase within the first year of the contract. • Industrial Chemicals (Series ID: WPU061):
https://data.bls.gov/timeseries/WPU061?data_tool=Xgtable • Transportation & Warehousing (Series ID: WPSFD422):
https://data.bls.gov/timeseries/WPUFD422&series%20id=WPSFD422 This contract shall be awarded to one supplier on the basis of the above total bid after the appropriate price adjustment costs have been applied over the term of this contract.
FIRM ADDRESS
SIGNED BY TITLE OR AGENCY
( )
DATE TELEPHONE
NOTE: Bidders are to mark their sealed bids to clearly indicate the content as:
HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT
PUR 26-020
February 26, 2026
IF YOU DO NOT WISH TO BID, PLEASE RETURN YOUR BID IMMEDIATELY, STATING THE REASON.
EXHIBIT 1
802
INVITATION FOR SEALED BID
PUR 26-020
PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT 19 ATTACHMENT C - BIDDER’S AGREEMENT
In submitting this bid, as herein described, the bidder agrees that:
1. They have carefully examined the specifications and all other provisions of this form and understand the meaning, intent, and requirements of the same.
2. They have reviewed and understand all clarifications/questions/answers on the City’s website at www.stocktonca.gov/mudbid
3. They will enter into a written contract and furnish the item(s)/service(s) in the time specified in strict conformity with the specifications and conditions contained therein for the price quoted by the bidder on this bid.
4. The proposed price is inclusive of all freight and handling charges and includes delivery to the City of Stockton, Municipal Service Center, or, if specified, to the alternate point of delivery shown in the specifications.
5. They have signed and notarized the attached Non-Collusion Affidavit form, whether individual, corporate, or partnership. Must be “A Jurat” notarization.
FIRM ADDRESS
SIGNED BY TITLE OR AGENCY
E-MAIL ADDRESS
NOTE: Bids are invalid that are unsigned or not accompanied by $0.00 bid deposit or a bidder’s bond. If erasures or interlineations appear on your bid form, they must be initialed by the person preparing the bid. Bids shall be emailed or delivered on a USB drive to:
[email protected]
or
City Hall, City Clerk's Office (1st floor),
425 North El Dorado Street,
Stockton, CA 95202
On or before 2:00 P.M.(PST) FEBRUARY 26, 2026, and publicly opened immediately thereafter in the City Council Chambers.
EXHIBIT 1
803
INVITATION FOR SEALED BID
PUR 26-020
PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT 20 ATTACHMENT D - NON-COLLUSION
No. 1 AFFIDAVIT FOR INDIVIDUAL BIDDER
STATE OF CALIFORNIA, )ss.
County of )
(insert)
being first duly sworn, deposes and says: That on behalf of any person not named herein; that said Bidder has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation to put in a sham bid, or that such other person, firm or corporation shall or should refrain from bidding; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Bidder.
(Signature Individual Bidder)
Subscribed and sworn to (or affirmed) before me on this day of , 20 by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
Seal
Signature
No. 2 AFFIDAVIT FOR CORPORATION BIDDER
STATE OF CALIFORNIA, )ss.
County of )
(insert)
being first duly sworn, deposes and says:
That
they are the of a
corporation, which corporation is the party making the foregoing bid, that such bid is genuine and not sham or collusive, or made in the interest or behalf of any person not named herein; that said Bidder has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation to put in a sham bid, or that such other person, firm or corporation shall or should refrain from bidding; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Bidder. (Signature Corporation Bidder)
Subscribed and sworn to (or affirmed) before me on this day of , 20 by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
Seal
Signature
EXHIBIT 1
804
INVITATION FOR SEALED BID
PUR 26-020
PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT 21 No. 3 AFFIDAVIT FOR FIRM, ASSOCIATION, OR CO-PARTNERSHIP STATE OF CALIFORNIA, )ss.
County of )
(insert)
,
each being first duly sworn, depose and say: That they are a member of the firm, association or co-partnership, designated as who is the party making the foregoing bid; that the other partner, or partners,
are that such bid is genuine and not sham or
collusive, or made in the interest or behalf of any person not named herein; that said Bidder has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation shall or should refrain from proposing; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Bidder.
(Signature)
(Signature)
Subscribed and sworn to (or affirmed) before me on this day of , 20 by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
Seal
Signature
EXHIBIT 1
805
INVITATION FOR SEALED BID
PUR 26-020
PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT 22 ATTACHMENT E - CERTIFICATE OF NONDISCRIMINATION
In accordance with the City of Stockton SMC §3.72.010 and §3.72.020, each bidder shall enclose a certificate stating whether the bidder is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment, and that the bidder will pursue an affirmative course of action as required by affirmative action guidelines as set forth in Section 3.72.010 and resolutions adopted pursuant thereto, and that if awarded the contract bidder will not discriminate in the employment of any person under the contract because of race, color, national origin, ancestry, sex or religion, and that bidder will participate, if request, in pre-award review of bidder’s qualifications under provisions of this section.
The undersigned hereby certifies that:
☐ The Bidder is in compliance with all Federal and State of California laws covering nondiscrimination in employment.
☐ By signing below, the bidder certifies that they are authorized by the company named below to respond to this request.
SIGNATURE OF AUTHORIZED
SIGNATORY:
PRINT NAME AND TITLE OF
AUTHORIZED SIGNATORY:
DATE:
EXHIBIT 1
806
INVITATION FOR SEALED BID
PUR 26-020
PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT 23 ATTACHMENT F - CONFLICT OF INTEREST DISCLOSURE - AB334 Disclosure
Pursuant to California Assembly Bill 334, the Proposer/Contractor must disclose any financial interest that may create an actual or potential conflict of interest, or the appearance of a conflict, in connection with this solicitation or any resulting agreement. ☐ No Conflict of Interest
The Proposer/Contractor certifies that it, and its officers, directors, partners, employees, and subcontractors, have no financial interest that would result in a conflict of interest related to this solicitation or contract.
☐ Conflict of Interest Disclosed
The Proposer/Contractor discloses the following actual or potential conflict(s) (attach additional pages if necessary):
Individual(s) Involved: ______________________________________ Nature of Financial Interest: _________________________________ Relationship to Solicitation/Contract:
Certification
I certify under penalty of perjury under the laws of the State of California that the information provided above is true and complete. I acknowledge that failure to disclose a conflict of interest may result in disqualification, contract termination, or other remedies available to the City. The duty to disclose is ongoing throughout the solicitation and contract term.
COMPANY/BUSINESS
NAME:
SIGNATURE OF
AUTHORIZED SIGNATORY:
PRINT NAME AND TITLE OF
AUTHORIZED SIGNATORY:
DATE:
EXHIBIT 1
807
INVITATION FOR SEALED BID
PUR 26-020
PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT 24 ATTACHMENT G - SUBCONTRACTOR LIST
PLEASE LIST BELOW ALL SUBCONTRACTORS CONTRIBUTING TO THIS WORK Each bidder shall provide the name, business address, license number, description of the work, and the dollar amount to be PAID the subcontractor, for each subcontractor that will be used on the project, if the Bidder is awarded the contract. Only subcontractors with work in excess of one-half of one percent (0.5%) or $10,000 (whichever is greater) of the Bidder's total bid need to be listed. All work in excess of one-half of one percent (0.5%) or $10,000 (whichever is greater) of the Bidder's total bid, for which a subcontractor is not listed on this form, shall be performed by the Bidder's own organization. Additional numbered pages listing proposed subcontractors may be attached to this page. Each page shall be headed "Proposed Subcontractors" and shall be signed by the Bidder.
PRINT LEGIBLY OR TYPE
BUSINESS
NAME/ADDRESS CONTACT
PHONE
NUMBER
LICENSE NUMBER
& LICENSE
CLASSIFICATION TYPE OF WORK AMOUNT
SIGNATURE OF AUTHORIZED
SIGNATORY:
PRINT NAME AND TITLE OF
AUTHORIZED SIGNATORY:
DATE:
EXHIBIT 1
808
INVITATION FOR SEALED BID
PUR 26-020
PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT 25 EXHIBIT 1 – INSURANCE REQUIREMENTS
Please see the attachment.
EXHIBIT 2 – SAMPLE CONTRACT
Any major provision changes to the sample contract should be submitted by the Proponents along with the proposal response.
EXHIBIT 1
809
(Version 9.22.21) 1
INVITATION FOR SEALED BID (IFB)
PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT
FOR THE CITY OF STOCKTON, CALIFORNIA
PUR 26-020
ADDENDUM No. 1 DATE: February 12, 2026
To All Potential Bidders:
A. This Addendum shall be considered part of the bid documents for the abovementioned project as though it had been issued at the same time and shall be incorporated integrally therewith. Where provisions of the following supplementary data differ from those of the original bid documents, this Amendment shall govern and take precedence. BIDDERS MUST SIGN THE ADDENDUM AND SUBMIT IT WITH THEIR BIDS.
B. Bidders are hereby notified that they shall make any necessary adjustments in their estimates as a result of this Addendum. It will be construed that each bidder’s bid is submitted with full knowledge of all modifications and supplemental data specified herein.
ADDENDUM NUMBER:
1. QUESTIONS AND ANSWERS. THE CITY’S RESPONSES TO QUESTIONS
SUBMITTED ARE IN BLUE
Questions & Answers
1. Who is the current supplier and what is the current price the City is paying for Hydrogen Peroxide?
The current contract was awarded at the 8/20/2019 Council meeting and the contract is available as an attachment on the City’s website.
2. Would you please confirm the delivery volume?
Please see Attachment B for the estimated annual quantity. The MUD facility has two 10,000-gallon tanks for Hydrogen Peroxide storage.
3. Will there be split deliveries? If so, can you please provide a list of other locations? No, there are no split deliveries.
4. Are you wanting a Certified COA with the bid or only with deliveries? The COA is required with each delivery.
5. What is the approximate delivery load size?
Each delivery is approximately 4,000 gallons per load. It depends on your delivery EXHIBIT 1
810
(Version 9.22.21) 2
truck size.
6. When do you foresee the contact start date to be?
July 1, 2026 or as soon as the contract is executed thereafter.
7. What is the anticipated start date of supply for the winning bidder? July 1, 2026 or as soon as the contract is executed thereafter.
8. Given the inherent market volatility of chemical production and transportation costs, could the City provide the rationale for a five-year fixed term without renewal options?
No.
9. Would the City be open to a shorter primary term (e.g. 2 years) with three 1-year optional extensions? This structure often allows for more competitive initial pricing by reducing the long-term risk premium.
No.
10.If the City maintains the 5-year term, will there be a provision for price redetermination or an escalation/de-escalation clause based on a verifiable index (e.g., PPI or Freight Index)?
See Section 2.6 of the bid specifications
BIDDER MUST ACKNOWLEDGE THIS ADDENDUM BY SIGNING BELOW AND ATTACHING THE SIGNED ADDENDUM TO THE BID FORM:
Company Name
Contact Person
Signature
Date
Bids Due – Promptly by 2:00 P.M.(PST), Thursday, February 26, 2026 at [email protected]
----------------------------------City of Stockton Use Only below this line------------------------------- --
Addendum acknowledged and signed? (Procurement Specialist’s initials) EXHIBIT 1
811
(Version 9.22.21) 1
INVITATION FOR SEALED BID (IFB)
PURCHASE OF HYDROGEN PEROXIDE (50%) FOR WASTEWATER TREATMENT
FOR THE CITY OF STOCKTON, CALIFORNIA
PUR 26-020
ADDENDUM No. 2 DATE: February 12, 2026
To All Potential Bidders:
A. This Addendum shall be considered part of the bid documents for the abovementioned project as though it had been issued at the same time and shall be incorporated integrally therewith. Where provisions of the following supplementary data differ from those of the original bid documents, this Amendment shall govern and take precedence.
BIDDERS MUST SIGN THE ADDENDUM AND SUBMIT IT WITH THEIR BIDS.
B. Bidders are hereby notified that they shall make any necessary adjustments in their estimates as a result of this Addendum. It will be construed that each bidder’s bid is submitted with full knowledge of all modifications and supplemental data specified herein.
ADDENDUM NUMBER:
1. CHANGES AND CLARIFICATION: THE CITY’S RESPONSES TO QUESTIONS
SUBMITTED ARE IN BLUE
Solicitation Changes
1. The current Opening Date on BID package states Thursday, February 26, 2026, 2:00 PM (PST).
The Bid Opening Date has changed to Thursday, March 12, 2026, 2:00 PM (PST). All bids must be electronically submitted to [email protected] or on a USB drive delivered to the office of the city clerk, City hall, 425 North El Dorado Street, Stockton CA 95202, no later than Thursday, March 12, 2026, 2:00 PM (PST).
BIDDER MUST ACKNOWLEDGE THIS ADDENDUM BY SIGNING BELOW AND ATTACHING THE SIGNED ADDENDUM TO THE BID FORM:
Company Name
Contact Person
Signature
Date
Bids Due – Promptly by 2:00 P.M.(PST) Thursday, March 12, 2026 at [email protected]
----------------------------------City of Stockton Use Only below this line--------------------------------- EXHIBIT 1
812
(Version 9.22.21) 2
Addendum acknowledged and signed? (Procurement Specialist’s initials) EXHIBIT 1
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City of Stockton
Legislation Text
File #: 26-0432, Version: 1
ADOPT A RESOLUTION TO AUTHORIZE CONTRACT AMENDMENT NO. 1 WITH UNIVAR
SOLUTIONS USA LLC TO PURCHASE SODIUM HYPOCHLORITE FOR WASTEWATER
TREATMENT
RECOMMENDATION
It is recommended that the City Council adopt a resolution authorizing Contract Amendment No. 1 with Univar Solutions USA LLC for the purchase of sodium hypochlorite for wastewater treatment in the amount of $521,000 for a total contract amount not to exceed $2,324,000.
It is further recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of the resolution.
Summary
The Municipal Utilities Department (MUD) staff operate and maintain the Regional Wastewater Control Facility (RWCF), an advanced tertiary wastewater treatment facility with a 55 million-gallon per day (MGD) capacity located adjacent to the San Joaquin River.
The RWCF currently uses sodium hypochlorite for disinfection at the tertiary plant in the wastewater treatment process. Sodium hypochlorite is also used for cleaning during the disc filter operation process that was installed as part of the new RWCF Modifications Project.
After a review of the average monthly usage of sodium hypochlorite during the first eight months of the fiscal year, staff determined that an increase in sodium hypochlorite usage will require an additional $521,000 in contract funding to ensure sufficient chemical purchases throughout the remainder of the fiscal year.
If approved by the City Council, Contract Amendment No. 1 (Exhibit 1 to the Resolution) will revise the not-to-exceed contract amount to $2,324,000.
DISCUSSION
Background
Sodium hypochlorite is a highly effective and cost-efficient disinfectant used in tertiary treatment to remove pathogens, control odors, and ensure compliance with treated wastewater discharge requirements.
On May 13, 2025, the City Council adopted Resolution 2025-05-13-1215 authorizing a contract with Univar Solutions USA LLC (Univar) in the amount of $1,803,000 for the purchase of sodium City of Stockton Page 1 of 2 Printed on 5/7/2026
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hypochlorite for wastewater treatment. Over the past year, sodium hypochlorite usage at the RWCF has increased significantly. This increase is attributed to chemical use by new RWCF Modifications Project treatment processes.
Present Situation
Staff reviewed the contract balance available for the purchase of sodium hypochlorite through June 30, 2026, and determined that an additional $521,000 is needed to procure sufficient supply for continued wastewater treatment, ensuring effective disinfection prior to discharge. If approved, Contract Amendment No. 1 will increase the total contract amount not to exceed $2,324,000.
FINANCIAL SUMMARY
There is sufficient budget in account number 6513-000-650005-610-000-00-65-000-000 for the Fiscal Year 2025-26 to purchase the necessary chemical.
This action has no impact on the General Fund or any other unrestricted fund.
City of Stockton Page 2 of 2 Printed on 5/7/2026
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Resolution No.
STOCKTON CITY COUNCIL
RESOLUTION AUTHORIZING CONTRACT AMENDMENT NO. 1 WITH UNIVAR SOLUTIONS USA LLC IN THE AMOUNT OF $521,000 TO PURCHASE SODIUM
HYPOCHLORITE FOR WASTEWATER TREATMENT
The Municipal Utilities Department staff operate and maintain the Regional Wastewater Control Facility (RWCF), an advanced tertiary wastewater treatment facility with a 55 million-gallon per day capacity located adjacent to the San Joaquin River; and The RWCF currently uses sodium hypochlorite for disinfection at the tertiary plant in the wastewater treatment process. Sodium hypochlorite is also used for cleaning during operation of the disc filter process that was installed as part of the new RWCF Modifications Project; and
On May 13, 2025, by Resolution 2025-05-13-1215, the City Council authorized a $1,803,000.00 contract with Univar Solutions USA LLC for the purchase of sodium hypochlorite for wastewater treatment. The contract expires on June 30, 2026; and During the past year, the amount of sodium hypochlorite used at the RWCF has increased significantly; and
Staff reviewed the average monthly usage rate of sodium hypochlorite for the first eight months of the fiscal year and determined that an additional $521,000 is needed to ensure sufficient budget for purchases through the remainder of the fiscal year; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:
1. Amendment No. 1, adding $521,000 to the contract with Univar Solutions USA LLC for a total contract amount of $2,324,000, is hereby approved, and the City Manager is authorized and directed to execute same, a copy of which is attached as Exhibit 1 and incorporated by this reference.
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878
2. The City Manager or designee is hereby authorized to take necessary and appropriate actions to carry out the purpose and intent of this Resolution.
PASSED, APPROVED, and ADOPTED May 12, 2026 .
CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:
KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
879
1 (Rev. 3.13.26)
CITY OF STOCKTON
STANDARD AGREEMENT AMENDMENT
This Amendment Number 1 to the above referenced Agreement is entered into on May 13, 2026: between the City of Stockton (“City”) and Univar Solutions USA LLC (“Contractor”).
RECITALS
Exhibit C General Terms and Conditions, Paragraph 7 Changes, states the City may modify the scope of services and any material extension or change in the scope shall be memorialized in a written amendment prior to the performance of additional work; and
Exhibit C General Terms and Conditions, Paragraph 8 Amendment, states no variation of the terms of this Agreement shall be valid unless an Amendment is made in writing and signed by both parties; and The City needs to increase the Compensation, Not to Exceed amount in Paragraph 3 of the Standard Agreement and Exhibit E, Section 1.1, by $521,000.00 to pay for the Contractor for additional chemical purchases; and Now therefore, the City and the Contractor mutually agree as follows:
1.The maximum not to exceed amount to be paid to the Contractor, including if authorized, reimbursement of expenses, in Paragraph 3 of the Standard Agreement and Exhibit E, Section 1.1, will now read as follows:
1.1 “The maximum not to exceed amount in Paragraph 3 of the Standard Agreement and Exhibit E, Section 1.1, is amended to: $2,324,000.00
All other terms and conditions of the Agreement shall remain unchanged and remain in full force and effect unless modified by a written amendment signed by both parties.
IN WITNESS WHEREOF, the authorized parties have executed this Agreement.
CONTRACTOR
_____________________________________________________________________________________________ Contractor’s Name (if other than an individual, state whether a corporation, partnership, etc.):
_____________________________________________________________________________________________ Authorized Signature Date
_____________________________________________________________________________________________ Printed Name and Title of Person Signing
_____________________________________________________________________________________________ Address
CITY OF STOCKTON
_____________________________________________________________________________________________ Johnny Ford, City Manager Date
ATTEST:
_____________________________________________________________________________________________ Katherine Roland, CMC, CPMC, City Clerk
APPROVED AS TO FORM:
Marci A. Arredondo, City Attorney
BY:
Agreement Number: Amendment
Number:
426000035 1
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EXHIBIT 1
880
City of Stockton
Legislation Text
File #: 26-0375, Version: 1
ADOPT A RESOLUTION AUTHORIZING A CONTRACT WITH USALCO, LLC FOR THE
PURCHASE OF WASTEWATER TREATMENT POLYMER
RECOMMENDATION
It is recommended that the City Council approve a resolution to:
1. Accept the specifications and addenda for the Request for Sealed bids for the purchase of wastewater treatment polymer, PUR 26-019 (Exhibit 1 to the Resolution).
2. Authorize a five-year contract with USALCO, LLC. of Baltimore, Maryland, for the purchase of wastewater treatment polymer in an amount not-to-exceed $2,423,600 (Exhibit 2 to the Resolution).
It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.
Summary
The Municipal Utilities Department (MUD) operates and maintains the Regional Wastewater Control Facility (RWCF), an advanced tertiary sewer treatment facility with a 55 million-gallon per day (MGD) capacity located adjacent to the San Joaquin River.
The RWCF operates Dissolved Air Flotation Thickeners (DAFTs) within its tertiary treatment system.
These units add polymer to the wastewater, causing suspended solids to clump together (flocculate).
Air bubbles are introduced, which attach to the flocculated particles and lift them to the surface, where they are removed-effectively reducing suspended solids in the treated wastewater.
Staff recommend awarding a five-year contract to USALCO, LLC. of Baltimore, Maryland, for the purchase of wastewater treatment polymer in an amount not-to-exceed of $2,423,600.
DISCUSSION
Background
The RWCF uses various polymers as part of the wastewater treatment process. Polymers are coagulants that make it easier to separate suspended solids from wastewater during the treatment process.
The type, dosage, and application rate of polymer used in wastewater treatment depend on the specific characteristics of the wastewater. A product that performs well at one treatment plant may not City of Stockton Page 1 of 3 Printed on 5/7/2026
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be suitable for another, given the variability in wastewater composition and the need to meet distinct treatment requirements.
MUD has participated in the Bay Area Chemical Consortium (BACC) over the past thirteen years to improve the overall efficiency and economics of chemical purchases for both water and wastewater treatment. Polymers, however, are excluded from the BACC bidding process because of the performance-based nature of each polymer. This polymer will be specifically used at the RWCF Tertiary Plant.
On December 29, 2025, staff published PUR 26-019 in the Stockton Record inviting bids for the purchase of wastewater treatment polymer.
The City used a performance-based bid process that required each prospective bidder to conduct bench-scale testing and full-scale field performance testing to demonstrate product effectiveness and establish dosage standards. Three potential vendors including SNF Polydyne, Inc. of Riceboro, Georgia, CarboNet of Vancouver, British Columbia, Canada, and USALCO, LLC. of Baltimore, Maryland, responded and were invited to perform bench and full-scale performance testing.
SNF Polydyne chose not to participate in the testing and withdrew from the bid. CarboNet and USALCO, LLC conducted bench-scale testing during the week of January 20, 2026. In addition, both vendors conducted full-scale performance testing during the week of February 2, 2026.
Present Situation
On February 26, 2026, the City received the following bids:
Company Name Dosage
(ppm)
Unit Price Annual Cost
USALCO, LLC of Baltimore, Maryland 8.2 $0.548/lb. $372,753.62 CarboNet of Vancouver, British Columbia,
Canada
35 $0.55/lb. $1,596,820.71
The bid submitted by USALCO is regular in all aspects, meets the City’s specifications, and is recommended by staff.
The proposed contract is for the purchase and delivery of approximately 764,000 pounds of DeltaFloc 1176 Polymer per year at the proposed dosing. The contract amount is based on the flow entering the DAFT (approximately 30.6 MGD), rather than the average effluent shown in the bid specifications, to provide a more conservative basis for calculation. The recommended polymer achieves effective treatment at a significantly lower dose than the current product. As a result, the contract amount for the new polymer is lower than historical purchases. In addition, the City will pay only for the quantity of polymer delivered.
FINANCIAL SUMMARY
The bid permits a maximum annual increase of up to three percent in each subsequent year, City of Stockton Page 2 of 3 Printed on 5/7/2026
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contingent upon increases in raw material or production costs. The first-year contract amount will be $456,400, with funds to be made available in RWCF Wastewater Operation account number 6513- 000-650005-610-000-00-65-000-000 upon City Council approval of the FY 2026-27 annual budget.
Funds for future annual purchases will be budgeted within the same account and will remain subject to City Council approval through the annual budget development process.
This action has no impact on the General Fund or any other unrestricted funds.
City of Stockton Page 3 of 3 Printed on 5/7/2026
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Resolution No.
STOCKTON CITY COUNCIL
RESOLUTION AUTHORIZING A CONTRACT WITH USALCO, LLC FOR A TOTAL NOT TO EXCEED AMOUNT OF $2,423,600 FOR THE PURCHASE OF WASTEWATER
TREATMENT POLYMER
The Municipal Utilities Department operates and maintains the Regional Wastewater Control Facility (RWCF), an advanced tertiary sewer treatment facility with a 55 million-gallon per day capacity, located adjacent to the San Joaquin River; and The RWCF includes Dissolved Air Flotation Thickeners within its tertiary treatment system. These units add polymer for the removal of suspended solids from wastewater.
Polymers are coagulants that thicken the solids in wastewater, making it easier to separate them; and
The type, dosage, and application rate of polymer used in wastewater treatment depends on the specific characteristics of the wastewater. A product that performs well at one treatment plant may not be suitable for another, given the variability in wastewater composition and the need to meet distinct treatment requirements; and On December 29, 2025, staff published PUR 26-019 in the Stockton Record inviting bids for the purchase of wastewater treatment polymer. Additionally, the bid specifications were sent to prospective bidders via Ask Stockton; and Bench-scale testing was conducted during the week of January 20, 2026. During the week of February 2, 2026, two participating vendors conducted full-scale performance testing; and
On February 26, 2026, the City Clerk received two sealed bids. USALCO, LLC of Baltimore, Maryland, submitted a bid that was regular in all aspects with a cost of $0.548 per pound. Staff estimate an annual maximum purchase of approximately 764,000 pounds of Delta-Floc 1176 polymer; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:
1. The Specifications and Addenda for the Invitation for Bids for the Purchase of Wastewater Treatment Polymer (PUR 26-019) are hereby accepted and attached as Exhibit 1 and incorporated by this reference.
2. The City Manager is authorized to execute a five-year contract with USALCO, LLC of Baltimore, Maryland, to provide polymer at the Regional Wastewater Control Facility for a total not-to-exceed amount of $2,423,600, a copy of which is attached as Exhibit 2 and incorporated by this reference. 884
3. The City Manager or designee is hereby authorized to take necessary and appropriate actions to carry out the purpose and intent of this Resolution.
PASSED, APPROVED, and ADOPTED May 12, 2026 .
CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:
KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
885
BIDS WILL BE RECEIVED UNTIL THE HOUR OF
2:00 PM PST, on Thursday, February 26, 2026,
ELECTRONICALLY AT [email protected]
REQUEST FOR SEALED BIDS
POLYMER FOR WASTEWATER TREATMENT AT THE
TERTIARY TREATMENT FACILITY
PUR 26-019
EXHIBIT 1
886
INVITATION FOR SEALED BID
POLYMER FOR THE WASTEWATER TREATMENT AT THE TERTIARY TREATMENT FACILITY PUR 26-019
i
IFB INFORMATION
Contact Rajvir Sahota
Email Address [email protected]
Call To Schedule Testing No later than 2:00 pm on
Thursday, January 8, 2026
MANDATORY
On-Site Meeting
(Bench Testing)
Week of January 19, 2026
(Scheduled Vendors Only)
2500 Navy Drive, Stockton, CA 95206
Performance Testing Week of February 2, 2026
(Invited Vendors Only)
2500 Navy Drive, Stockton, CA 95206
Due Date for Questions
and Clarifications
February 12, 2026
2:00 PM PST
Due Date for Response
to
Questions/Clarifications
February 19, 2026
5:00 PM PST
IFB Submittal
Electronic Mail or on a
USB drive
[email protected] or
Office of the City Clerk, City Hall,
425 North El Dorado Street,
Stockton, California 95202
IFB Submittal Due Date &
Time
Thursday, February 26; 2:00 PM PST
Proposal shall be electronically
delivered to the email address above or
by mail or in person on a USB to the
address above at or before the hour
stated. Proposals arriving after the
opening deadline will not be accepted.
Anticipated Date for
Council Approval
May 12, 2026
Required Bid Security &
Bonds
☒ Bid Security ☐Bonds
EXHIBIT 1
887
INVITATION FOR SEALED BID
POLYMER FOR THE WASTEWATER TREATMENT AT THE TERTIARY TREATMENT FACILITY PUR 26-019
ii
Table of Contents
1.0 GENERAL INFORMATION..................................................................5
1.1 REQUEST FOR SEALED BID ...................................................................................... 5
1.2 INVITATION TO SUBMIT A BID ................................................................................... 5
1.3 LOCAL BUSINESS PREFERENCE.............................................................................. 5
1.4 LOCAL EMPLOYMENT—PUBLIC WORKS CONTRACTORS (Not Applicable) ...... 6
1.5 CONSEQUENCE OF SUBMISSION OF BID................................................................ 6
1.6 EXAMINATION OF BID MATERIALS........................................................................... 6
1.7 ADDENDA AND INTERPRETATION............................................................................ 6
1.8 DISQUALIFICATION ..................................................................................................... 7
1.9 BID REJECTED............................................................................................................. 7
1.10 CONDITIONS TO BE ACCEPTED IF ANY WORK IS SUBCONTRACTED ................ 7
1.11 LICENSING REQUIREMENTS...................................................................................... 8
1.12 INSURANCE REQUIREMENTS.................................................................................... 8
1.13 HOLD HARMLESS........................................................................................................ 9
1.14 APPLICABLE LAW ....................................................................................................... 9
1.15 METHOD OF PAYMENT ............................................................................................... 9
1.16 NOTICE TO OUT-OF-STATE VENDOR ....................................................................... 9
1.17 TERM ........................................................................................................................... 10
1.18 COMPETITIVE PRICING............................................................................................. 10
1.19 FUNDING..................................................................................................................... 10
1.20 UNCONDITIONAL TERMINATION FOR CONVENIENCE......................................... 10
1.21 AUDITING OF CHARGES & SERVICES.................................................................... 10
1.22 BID SECURITY............................................................................................................ 10
1.23 CONTRACT BONDS ................................................................................................... 11
1.24 AWARD........................................................................................................................ 11
1.25 CHANGES ................................................................................................................... 12
1.26 OTHER GOVERNMENTAL AGENCIES ..................................................................... 12
1.27 LIQUIDATED DAMAGES............................................................................................ 12
1.28 PRODUCT OWNERSHIP ............................................................................................ 12
1.29 CONFIDENTIALITY..................................................................................................... 12
1.30 PRETESTING AND APPROVAL ................................................................................ 12
1.31 PREVAILING WAGES & CONTRACTOR/SUBCONTRACTOR REGISTRATION REQUIREMENTS(Not Applicable).......................................................................................... 13
1.32 CONTRACTOR’S SAFETY RESPONSIBILITY.......................................................... 13
1.33 PROTEST POLICY...................................................................................................... 14 EXHIBIT 1
888
INVITATION FOR SEALED BID
POLYMER FOR THE WASTEWATER TREATMENT AT THE TERTIARY TREATMENT FACILITY PUR 26-019
iii
2.0 BACKGROUND/GENERAL NATURE OF SPECIFICATION.............15
2.1 SCOPE OF SERVICES ............................................................................................... 15
3.0 BIDDER'S CHECKLIST ..............................................................................24 BID DOCUMENTS .................................................................................................................... 25 COST TABLE…………………………………………………………………………………………. 26
BIDDER’S AGREEMENT ......................................................................................................... 27 NON-COLLUSION .................................................................................................................... 28 SUBCONTRACTOR LIST......................................................................................................... 30 EXHIBIT 1 INSURANCE REQUIREMETS………………………………………………………….31 EXHIBIT 1
889
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
4 NOTICE INVITING SEALED BIDS
NOTICE IS HEREBY GIVEN that sealed bids are invited by the City of Stockton, California for specifications for PUR 26-019 POLYMER FOR WASTEWATER TREATMENT AT THE TERTIARY TREATMENT FACILITY, in strict accordance with the specifications.
The City of Stockton is seeking competitive bids from qualified vendors interested in a multi-year contract to provide the City with polymer for the Dissolved Air Flotation Thickeners (DAFT) at the Tertiary Treatment Facility.
The bid specifications and forms can be obtained from the City of Stockton’s website at www.stocktonca.gov/mudbid and must be electronically delivered to [email protected] or on a USB drive to the Office of the City Clerk, City Hall, 425 North El Dorado Street, Stockton, California 95202, up to but not later than 2:00 pm on Thursday, February 26, 2026.
A mandatory bench testing will be held during the week of January 19, 2026, at 2500 Navy Drive, Stockton, CA 95206. Contact Phil McKinney at (209) 937-8736 to arrange testing at the Regional Wastewater Control Facility in accordance with the specifications by Thursday, January 8, 2026 at 2:00 p.m. (PST). Bidders will be notified of their test results. ONLY BIDDERS WHO SUCCESSFULLY COMPLETE THE TEST WILL BE PERMITTED TO BID. SAMPLES ARE TO BE PROVIDED AT NO COST TO THE CITY.
Failure to attend will result in the rejection of your bid.
The City reserves the right to reject any and/or all bids received.
Information on Bid Process/Clarification/Technical Data Rajvir Sahota, Procurement Division
(209) 937-8357
e-mail: [email protected]
DISCLAIMER: The City does not assume any liability or responsibility for errors/omissions in any document transmitted electronically.
Dated: December 29, 2025
KATHERINE ROLAND, CMC, CPMC, CITY CLERK
EXHIBIT 1
890
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
5 CITY OF STOCKTON
1.0 GENERAL INFORMATION
1.1 REQUEST FOR SEALED BID
The purpose of this sealed bid is to request bidders to present their qualifications and capabilities to provide POLYMER FOR WASTEWATER TREATMENT AT THE TERTIARY TREATMENT FACILITY PUR 26-019 for the City of Stockton.
1.2 INVITATION TO SUBMIT A BID
Bids shall be submitted no later than 2:00 pm, on Thursday, February 26, 2026, by email or on a USB drive in the office of:
CITY CLERK
CITY OF STOCKTON
425 NORTH EL DORADO STREET
STOCKTON, CA 95202-1997
[email protected]
The bid should be identified in the Subject as " POLYMER FOR WASTEWATER TREATMENT AT THE TERTIARY TREATMENT FACILITY PUR 26-019." Any bid received after the due date and time indicated will not be accepted and will be deemed rejected and returned, unopened, to the bidder.
1.3 LOCAL BUSINESS PREFERENCE
Stockton Municipal Code Section 3.68.090 reads as follows:
Preference shall be given to the purchase of supplies, materials, equipment, and contractual services from local merchants, quality and price being equal.
Local merchants who have a physical business location within the boundaries of San Joaquin County, and who have applied for and paid a business license tax and registration fee pursuant to Stockton Municipal Code Title 5, Chapter 5.08, License Taxes, shall be granted two (2) percent bid preference.
Local merchants who have a physical business location within the boundaries of the City of Stockton, and who have applied for and paid a business license tax and registration fee pursuant to Stockton Municipal Code Title 5, Chapter 5.08, License Taxes, shall be granted five (5) percent bid preference.
This section is intended to provide preference in the award of certain City contracts in order to encourage businesses to move into and expand within the City. (Prior code § 3-106.1; Ord. 2014-03-18-1601 C.S. § 1) EXHIBIT 1
891
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
6 1.4 LOCAL EMPLOYMENT—PUBLIC WORKS CONTRACTORS (Not Applicable) Bidders must comply with City of Stockton Municipal Code (SMC) Section
3.68.095, Ordinance No. 011-09, adopted September 1, 2009, effective October 1, 2009.
1.5 CONSEQUENCE OF SUBMISSION OF BID
A. The City shall not be obligated to respond to any bid submitted nor be legally bound in any manner by the submission of a bid.
B. Acceptance by the City of a bid obligates the bidder to enter into a contract with the City.
C. A contract shall not be binding or valid against the City unless or until it is executed by the City and the bidder.
D. Statistical information contained in these documents is for informational purposes only. The City shall not be responsible for the accuracy of said data. City reserves the right to increase or decrease the project scope.
1.6 EXAMINATION OF BID MATERIALS
The submission of a bid shall be deemed a representation and warranty by the bidder that has investigated all aspects of the bid, that it is aware of the applicable facts pertaining to the bid process and its procedures and requirements, and that it has read and understands the bid. No request for modification of the provisions of the bid shall be considered after its submission on the grounds that the bidder was not fully informed as to any fact or condition. Statistical information that may be contained in the bid or any addendum thereto is for informational purposes only.
The City disclaims any responsibility for this information, which may subsequently be determined to be incomplete or inaccurate.
1.7 ADDENDA AND INTERPRETATION
The City will not be responsible for, nor be bound by, any oral instructions, interpretations, or explanations issued by the City or its representatives. Any request for clarifications/questions/answers of a bid shall be made in writing/e-mail and delivered to:
CITY OF STOCKTON
ATTN: RAJVIR SAHOTA
PROCUREMENT DIVISION
425 NORTH EL DORADO STREET
STOCKTON, CA 95202-1997
[email protected]
Such requests for clarification shall be delivered to the City by 2:00 pm on Thursday, February 12, 2026. Any City response to a request for clarifications/questions/answers will be posted on the City’s website at EXHIBIT 1
892
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
7 www.stocktonca.gov/mudbid by 5:00 pm on Thursday, February 19, 2026, and will become part of the bid addendum. The bidder should await responses to inquiries prior to submitting a bid.
1.8 DISQUALIFICATION
Any of the following may be considered cause to disqualify a bidder without further consideration:
A. Evidence of collusion among bidders;
B. Any attempt to improperly influence any member of the evaluation panel; C. Any attempt to communicate in any manner with a City of Stockton elected official during the bid process will, and shall be, just cause for disqualification/rejection of bidder’s bid submittal and considered nonresponsive.
D. A bidder's default in any operation of a contract which resulted in termination of that contract; and/or
E. Existence of any lawsuit, unresolved contractual claim, or dispute between bidder and the City.
F. No person, firm, or corporation shall be allowed to make or file or be interested in more than one bid for the same supplies, services, or both; provided, however, that subcontract bids to the principal bidders are excluded from the requirements of this section: Section 3.68.120 of the Municipal Code.
1.9 BID REJECTED
A bid shall be prepared and submitted in accordance with the provisions of these bid instructions and specifications. Any alteration, omission, addition, variance, or limitation of, from, or to a bid may be sufficient grounds for rejection of the bid. The City reserves the right to waive any defects in a bid if the City chooses to do so.
The City may not accept a bid if:
A. Any of the bid forms are left blank or are materially altered; B. Any document or item necessary for the proper evaluation of the bid is incomplete, improperly executed, indefinite, ambiguous, or missing.
1.10 CONDITIONS TO BE ACCEPTED IF ANY WORK IS SUBCONTRACTED A. The bidder assumes full responsibility, including insurance and bonding requirements, for the quality and quantity of all work performed.
EXHIBIT 1
893
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
8 B. If bidder's supplier(s) and/or subcontractor's involvement requires the use of a licensed, patented, or proprietary process, the vendor of the process is responsible for assuring that the subcontractor, supplier, and/or operator have been properly authorized to use the process or for providing another process which is comparable to that which is required prior to submission of a bid.
1.11 LICENSING REQUIREMENTS
Any professional certifications or licenses required will be the sole cost and responsibility of the successful bidder.
Bidders must possess any applicable special licensing requirements to perform the work specified in these documents.
A City of Stockton Business license is required for this project and must be on file at the time the final contract is executed. Please contact the City of Stockton Business License Division at (209) 937-8313, or www.stocktonca.gov for forms.
1.12 INSURANCE REQUIREMENTS
Bidder, at Bidder's sole cost and expense and for the full term of the resultant contract or any extension thereof, shall obtain and maintain at least all of the insurance requirements listed in attached Exhibit 1 (or Exhibit B of the sample contract).
All coverage shall be provided by a carrier authorized to transact business in California and shall be primary. All policies, endorsements, and certificates shall be subject to approval by the City of Stockton’s Risk Manager to form and content.
These requirements are subject to an amendment or waiver, provided that such approval is given in writing by the Risk Manager.
Maintenance of proper insurance coverage is a material element of this contract, and failure to maintain or renew coverage or to provide evidence of renewal may be treated as a material breach of contract.
The Bidder shall assert that these insurance requirements will be met as part of their proposal response. Failure to comply with these insurance requirements may result in a proposal being deemed unresponsive. Bidder shall satisfy these insurance requirements concurrently with the signing of the contract, prior to the commencement of work. It is strongly suggested that insurance requirements be reviewed with Bidder’s broker to ensure any additional costs are included in the proposal pricing component.
Any questions pertaining to insurance requirements, please contact City of Stockton Risk Services at (209) 937-5037.
EXHIBIT 1
894
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
9 1.13 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 the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this agreement.
These obligations shall survive the completion or termination of this agreement.
1.14 APPLICABLE LAW
Applicable law shall be governed by the laws of the State of California. Venue shall be proper in the Superior Court of the State of California, County of San Joaquin, Stockton Branch, or, for actions brought in Federal Court, the United States District Court for the Eastern District of California, Sacramento Division.
Deliverables must conform to 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.
1.15 METHOD OF PAYMENT
Payment will be made within thirty (30) days after invoices are received and accepted by the City. Invoices are to be rendered monthly.
1.16 NOTICE TO OUT-OF-STATE VENDOR
The City of Stockton will pay all applicable sales/use tax directly to the State of California for this purchase.
It is the policy of the City of Stockton to pay all applicable California sales/use tax directly to the State Board of Equalization (BOE) pursuant to California Revenue and Taxation Code 7051.3. The City of Stockton will self-accrue all sales/use tax on purchases made from out-of-state vendors.
Sales and use tax on purchases made by the City of Stockton from all companies located outside California and whose products are shipped from out of state will be remitted to the BOE directly by the City under permit number SR KHE 28- 051174 DP. Please do not include sales/use tax on the invoice that you submit to the City of Stockton.
Questions regarding the City of Stockton’s payment of sales/use tax can be directed to the City of Stockton’s Procurement Division at (209) 937-8357.
EXHIBIT 1
895
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
10 1.17 TERM
The City plans to establish a five (5) year contract.
1.18 COMPETITIVE PRICING
Bidder warrants and agrees that each of the charges, economic or product terms or warranties granted pursuant to this Contract are comparable to or better than the equivalent charge, economic or product term or warranty being offered to any similarly situated commercial or other government customer of bidder. If bidder enters into any arrangements with another customer of bidder to provide product under more favorable charges, economic or product terms or warranties, bidder shall immediately notify the CITY of such change, and this Contract shall be deemed amended to incorporate the most favorable charges, economic or product terms or warranties.
1.19 FUNDING
Any contract which results from this bid will terminate without penalty at the end of the fiscal year in the event funds are not appropriated for the next fiscal year. If funds are appropriated for a portion of the fiscal year, this contract will terminate without penalty at the end of the term for which funds are appropriated.
1.20 UNCONDITIONAL TERMINATION FOR CONVENIENCE
The City may terminate the resultant contract for convenience by providing a sixty (60) calendar day advance notice unless otherwise stated in writing.
1.21 AUDITING OF CHARGES & SERVICES
The City reserves the right to periodically audit all charges and services made by the bidder to the City for services provided under the contract. Upon request, the bidder agrees to furnish the City with necessary information and assistance.
1.22 BID SECURITY
Every bid offered shall be accompanied by an acceptable financial instrument (bidder’s bond, certified or cashier’s check) in favor of and payable at sight to the City of Stockton for an amount not less than 10% or a bidder's bond executed by a surety authorized by the Insurance Commissioner to transact business of insurance in the State of California, made out in favor of the CITY OF STOCKTON for an amount not less than 10% and no bid shall be considered unless accompanied by such certified or cashier’s check or bidder's bond.
If bidder elects to accompany their bid with a bidder's bond, then said bond shall state on its face that, "in the event the person, firm, or corporation is awarded the contract and the said bidder shall fail, neglect, or refuse to enter into a contract to said equipment or materials, then the amount therein mentioned in the bidder's bond accompanying the bid of said person, firm, or corporation shall be declared to be forfeited to the City."
EXHIBIT 1
896
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
11 In the event that the person, firm, or corporation to whom said contract may be awarded fails, neglects, or refuses to enter into contract to furnish said equipment, materials or services, as hereinbefore provided within thirty (30) days of award, then the cashier's check, or certified check and the amount therein mentioned, accompanying the bid of said person, firm, or corporation, shall be declared to be forfeited to said City; or, if non-complying bidder has accompanied their bid with a bidder's bond, appropriate legal action to collect the bidder's bond, shall be undertaken.
Please note that the City will NOT accept company or personal checks for bid security.
1.23 CONTRACT BONDS
The successful bidder will be required to furnish the City of Stockton with a Faithful Performance Bond in the amount of $0.00 or % and shall be furnished concurrently with the signing of the contract.
The surety that provides the bond(s) must be authorized by the Insurance Commissioner to transact business of insurance in the State of California.
Said bonds shall be executed by the surety and contractor concurrently with the signing of the contract. The form of said bonds must be approved by the appropriate City departments.
All alterations, extension of time, extra and additional work, and other changes authorized by these specifications or any part of the contract shall be made without securing the consent of the surety or sureties on the contract bonds.
1.24 AWARD
Upon conclusion of the bid process, a contract may be awarded for PUR 26-019
POLYMER FOR WASTEWATER TREATMENT AT THE TERTIARY
TREATMENT FACILITY for the City of Stockton.
The City reserves the right to make an award on any item, quantity of any item, group of items, or in the aggregate to that/those bidder(s) whose bid(s) is/are most responsive to the needs of the City. Further, the City reserves the right to reject any and all bids, or alternate bids, or waive any informality in the bid as is in the City's best interest.
Bids will be compared, and a contract will be awarded to the lowest, responsive, and responsible bidder.
The polymer evaluation formula for DAFT consists of the following:
Polymer Dosing Cost Factor (PDCF):
(25 MGD)*(8.34)*(X)*(P) =
TOTAL ANNUAL POLYMER COST
(PDCF)*365 =
EXHIBIT 1
897
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
12 Where X = Polymer Dosage, mg/L
P = Polymer Price per Bid $/LB
1.25 CHANGES
The City’s Representative has the authority to review and recommend or reject change orders and cost proposals submitted by the bidder or as recommended by the bidder’s project manager, pursuant to the adopted City of Stockton Standard Specifications.
1.26 OTHER GOVERNMENTAL AGENCIES
If mutually agreeable to all parties, the use of any resultant contract/purchase order may be extended to other political subdivisions, municipalities, or tax-supported agencies.
Such participating governmental bodies shall make purchases in their own name, make payment directly to successful bidder and be liable directly to the successful bidder, holding the City of Stockton harmless.
1.27 LIQUIDATED DAMAGES
There are no liquidated damages associated with this work.
1.28 PRODUCT OWNERSHIP
Any documents, products, or systems resulting from the contract will be the property of the City of Stockton.
1.29 CONFIDENTIALITY
If bidder believes that portions of a bid constitute trade secrets or confidential commercial, financial, geological, or geophysical data, then the bidder must so specify by, at a minimum, stamping in bold red letters the term "CONFIDENTIAL" on that part of the bid which the bidder believes to be protected from disclosure.
The bidder must submit, in writing, specific detailed reasons, including any relevant legal authority, stating why the bidder believes the material to be confidential or a trade secret. Vague and general claims as to confidentiality will not be accepted.
The City will be the sole judge as to whether a claim is general and/or vague in nature. All offers and parts of offers that are not marked as confidential may be automatically considered public information after the contract is awarded. The bidder is hereby notified that the City may consider all or parts of the offer public information under applicable law, even if marked confidential.
1.30 PRETESTING AND APPROVAL
A MANDATORY bench testing will be held during the week of January 19, 2026 at 2500 Navy Drive, Stockton CA, 95206. Please Contact Phil McKinney at (209) 937-8736 to arrange testing at the Regional Wastewater control Facility in accordance with the specifications by Thursday, January 8, 2026, 2:00 p.m. (PST).
Failure to attend will result in your bid being rejected. ONLY BIDDERS WHO SUCCESSFULLY COMPLETE THE TEST WILL BE PERMITTED TO BID.
EXHIBIT 1
898
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
13 SAMPLES ARE TO BE PROVIDED AT NO COST TO THE CITY.
1.31 PREVAILING WAGES & CONTRACTOR/SUBCONTRACTOR REGISTRATION REQUIREMENTS(Not Applicable)
Prevailing wage rates are required for this project, as mandated by State and Federal Labor laws. Prevailing wage rates can be found by logging on to http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm.
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 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 (submitted on or after March 1, 2015) 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 (awarded on or after April 1, 2015) 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: http://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 is 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.
1.32 CONTRACTOR’S SAFETY RESPONSIBILITY
The scope of work for this project has been reviewed for special risks or hidden dangers that may be present to employees of the bidder or any subcontractor. The bidder is required to identify, notify employees, and implement special precautions EXHIBIT 1
899
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
14 to prevent injuries to employees. Additionally, the bidder is required to identify its skill, experience, and equipment in dealing with the types of risk to employees.
1.33 PROTEST POLICY
Protest and Appeal Procedures. In order to maintain fairness and impartiality, the City of Stockton has established a solicitation protest policy and procedure.
PROTEST PROCEDURE
A. All protests must be in writing and stated as a formal protest.
B. The protest must contain a complete statement of the basis for the protest and must include all relevant supporting documentation.
C. The solicitation process and procedures, including evaluation criteria, shall not be proper grounds for protest. Concerns related to the solicitation process and procedures, including evaluation criteria, should be raised and addressed, if at all, prior to the bid/proposal due date and time to allow adjustments before evaluation of the solicitation. The party challenging the award decision to bear the burden of proof of material error to justify invalidation of the proposed award.
D. Protests must be filed with the City's Chief Financial Officer, or designee, not later than five (5) days after the date the City mails and or posts on the City’s Bid Flash platform, the Letter of Intent to Award.
E. Deliveries of the protest by hand, mail, or email are acceptable.
F. The City is not responsible for lost or misplaced protests, or to assure the protest is received within the protest deadlines.
PROTEST REVIEW
A. The Chief Financial Officer or designee shall respond in writing to material issues raised in the protest within thirty (30) days of receipt of the protest letter.
B. The Chief Financial Officer's, or designee's, administrative decision may be appealed in writing to the City Manager no later than (5) business days after the date the Chief Financial Officer's, or designee's, decision has been made.
C. The City Manager shall review and decide the appeal based on the grounds and documentation set forth in the original protest to the Chief Financial Officer, or designee.
D. Each party shall bear its own costs and expenses involved in the protest and appeal process, including any subsequent litigation.
E. The City Manager's administrative decision is final. After the City Manager issues the final administrative decision, the time in which judicial review of the decision must be sought shall be governed by California Code of Civil Procedure Section 1094 or as such section may be amended from time to time.
F. If the protested procurement involves state or federal funds, the Chief Financial Officer, or designee, shall give notice to the interested party that he or she has the right to appeal to the appropriate agency, EXHIBIT 1
900
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
15 which shall be identified by name and address. An appeal hereunder shall be filed with the appropriate agency within five (5) working days of the dispatch of rejection notices to the interested party(ies).
G. The City may require the protesting party to submit a City Council approved non-refundable protest fee to cover the administrative cost of processing the protest.
2.0 BACKGROUND/GENERAL NATURE OF SPECIFICATION
The City of Stockton is a Charter City incorporated in 1850. The City is the county seat of San Joaquin County and is located in California’s San Joaquin Valley, 78 miles east of the San Francisco Bay Area, 337 miles north of Los Angeles and 40 miles south of Sacramento. The County is bound by Sacramento County to the north and Stanislaus County to the south. Approximately 310,000 residents live in Stockton.
The Stockton Municipal Utilities Department (MUD) manages, operates, and maintains the Stockton Regional Wastewater Control Facility (RWCF).The RWCF, located at 2500 Navy Drive, is a tertiary wastewater treatment plant that includes primary and secondary treatment.
2.1 SCOPE OF SERVICES
The City of Stockton is seeking competitive bids from qualified vendors interested in a multi-year contract to provide the City with Polymer for their Dissolved Air Flotation Thickeners (DAFTs) at the Tertiary Treatment Facility.
This is a multi-step Invitation to Bid which includes both bench and performance testing of vendor products to determine their ability to meet City’s specifications.
Interested vendors must submit products for performance testing at the City’s Regional Wastewater Control Facility. Only the vendors whose products have been performance tested and meet the City’s specifications will be invited to submit bids.
A. DELIVERY
The price quoted shall include all shipping, delivery, and unloading charges. All taxes, tariffs, and excise fees (except sales tax) are to be included in the unit cost.
TERTIARY TREATMENT FACILITY
3307 HIGHWAY 4 at JOHN TURK ROAD
STOCKTON, CA
WASTEWATER TREATMENT PLANT
2500 NAVY DRIVE
STOCKTON, CA
EXHIBIT 1
901
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
16 All deliveries may not be limited to these sites. It will be the responsibility of the bidder 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 weekends and holidays) of the time of order. However, 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 7:00 a.m. and 3:00 p.m., Monday through Friday. The vendor with the particular plant destination shall pre-arrange any variance from these days and hours.
Polymers shall be clean and free of foreign substances. A certificate of analysis shall be provided for each delivery. The chosen polymer shall have no apparent separation within 30 days of delivery to the City. Separation of polymer in storage containers during the full-scale test may result in the rejection of that polymer.
B. BENCH TESTING
Contact Phil McKinney at (209) 937-8736 to arrange testing at the Regional Wastewater Control Facility in accordance to the specifications by 2:00 p.m., on Thursday, January 8, 2026. Bidders will be notified of their test results.
ONLY BIDDERS WHO SUCCESSFULLY COMPLETE THE TEST WILL BE PERMITTED TO BID. SAMPLES ARE TO BE PROVIDED AT NO COST TO THE CITY.
C. INSPECTION AND ACCEPTANCE AT DESTINATION
Final inspection and acceptance shall be at the destination. Although source inspection by the City is not anticipated, the City reserves the right to conduct such inspection as it deems appropriate.
D. ESTIMATED ANNUAL REQUIREMENTS (NO GUARANTEE)
The Vendor agrees to furnish all quantities ordered by the City during the contract period. The City agrees to place orders with the Vendor for all its requirements for those items awarded except as follows:
a. Quantities of items needed under conditions of emergency or public exigency if unable to arrange delivery from contracted Vendor.
b. Quantities of items where Federal funds are involved and other actions are warranted for Federal regulatory compliance purposes.
E. GUARANTEE
By submitting a bid, bidder guarantees that the polymer they propose to furnish shall be of the highest quality and shall meet the intent of the specifications free from defects in material and workmanship. The City shall have the right to reject EXHIBIT 1
902
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
17 any product which does not conform to such guarantee, and return same, at Vendors’ expense, for correction or replacement
F. SAFETY STANDARDS
Unless otherwise stipulated in the bid, all manufactured items or fabricated assemblies shall comply with applicable requirements of Occupational Safety and Health Act and any standards thereunder.
If any of the ingredients of the product bid is a Carcinogen as shown on the most current list prepared by the International Agency for Research on Cancer (IARC), bidder shall separately identify such ingredients as a Carcinogen. Bidder is advised that the product will not be accepted unless: (1) the product may be used safely, and (2) no acceptable Non-Carcinogen Substitute is available.
The polymer shall not create any problem with reuse options for the Bio-Solids Wet Cake nor pose any health threats to operations personnel. Use of Polymer shall not cause excessive concentrate foaming or result in scale formation in Polymer Distribution Lines. In addition, by the vendor, the appropriate scale inhibitor may be required at no cost to the City.
G. STORAGE CONDITION
Unless otherwise stipulated in the bid, all manufactured items or fabricated assemblies shall comply with applicable requirements of Occupational Safety and Health Act and any standards thereunder.
H. SAMPLES OR SPECIMENS
The supplier shall prepare test specimens of such materials to be furnished as the City may require. Each bidder shall submit, with their bid, a complete set of specifications describing the equipment or material which they propose to furnish. Samples of items, when called for, must be furnished free of expense.
Each individual sample must be labeled with the Vendor’s name, manufacturer’s brand name and number, contact number, and item reference.
I. CONFORMANCE TO SPECIFICATIONS
All materials must be of the specified quality and equal to the approved sample, if samples have been required. It shall be the duty of the supplier to call attention to apparent errors or omissions in the specifications and request instructions before proceeding. The City may, by appropriate instructions, correct errors and supply omissions, which instructions shall be as binding upon the supplier as though contained in the original specifications. All materials furnished must be satisfactory to the City. Material not in accordance with these specifications, in the opinion of the City, shall be made to conform thereto. Unsatisfactory material will be rejected by the City.
EXHIBIT 1
903
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
18 J. SUBSTITUTIONS
Unless qualified by the provision “NO SUBSTITUTIONS,” any manufacturers’ names, trade name, brand names, information, and/or catalogue numbers listed in a specification are for information and not intended to limit competition. The Vendor may offer any brand for which they are the authorized representative, which meets or exceeds the specifications for any item(s). If the bid is based on equivalent products, indicate on the bid form the manufacturer’s name and number. Vendor shall submit with their bid, sketches, descriptive literature, and complete specifications. Reference to literature submitted with a previous bid will not satisfy this provision. The Vendor shall also explain in detail the reason(s) why the proposed equivalent will meet the specifications and not be considered an exception thereto. Bids that do not comply with these are subject to rejection.
K. DAMAGES
Until material has been furnished in accordance with these specifications, all loss or damage arising from any unforeseen obstruction or difficulties, either natural or artificial, which may be encountered, or from any action of the elements, or from any act or omission not authorized by these specifications on the part of the supplier or any agent or person employed by them, shall be sustained by the supplier.
L. REMOVAL AND REPLACEMENT OF DEFECTIVE MATERIALS
The supplier shall remove and replace, at their 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 the City at the expense of the supplier.
M. ADJUSTMENT IN CONTRACT PRICES
If, during the term of this contract, the supplier‘s posted or advertised price for any item fall below the bid price, the City may receive a reduction in the contract price to match the lower posted or advertised price.
Manufacturers’ price increases or other increases in the cost of doing business shall not be passed on to the City unless expressly specified in the Bid. The Vendor may not withdraw from or cancel the contract, in whole or in part, for these reasons.
Vendors may cancel the contract only if a vendor cancellation clause is included as a part of the Bid and only after the vendor has fulfilled its contractual obligations in accordance with the terms stated in the Bid.
EXHIBIT 1
904
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
19 Any price decrease resulting from market changes during the contract term shall be passed on to the City. No price increases shall be permitted during the first year of the contract.
N. SUCCESSORS AND ASSIGNS
City of Stockton and supplier each bind themselves, their partners, successors, assigns, and legal representatives to this agreement without the written consent of the others. Supplier shall not assign or transfer any interest in this agreement without prior written consent of the City. Consent to any such transfer shall be at the sole discretion of the City of Stockton.
O. SAFETY DATA SHEETS
Safety data sheets shall be furnished by the successful bidder and shall be included with each delivery. Additionally, the successful bidder shall furnish safety data sheets to the Program Manager III – Wastewater within 14 days of any updates.
P. INVOICES
The following information must be provided on the invoice for each delivered shipment.
1. Order date, time, and person placing the order.
2. Delivery date and time.
3. Liquid pounds of Polymer delivered.
4. Total solids concentration of Polymer delivered.
5. Dry pounds of Polymer delivered.
6. Price of Polymer.
7. Total charge for Polymer delivery.
8. Contract Number.
Q. POLICY STATEMENT
Each bidder is required to state their policy regarding demurrage, if any.
2.2 SPECIFICATIONS
Any exceptions to the specifications must be noted. Details concerning the exceptions must be clearly explained. The following is a list of the minimum specifications. Bidder to note compliance or deviation on a separate sheet attached to the bid form.
A. GENERAL
The polymer pre-qualification bench test screening will be conducted as shown below. Vendors are to contact Phil McKinney at (209) 937-8736 on or before EXHIBIT 1
905
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
20 January 8, 2026, to schedule a test session. Bench testing will be held January 19, 2026, through January 22, 2026. There will be a maximum of two (2) test sessions scheduled per day, Monday through Thursday. The morning session will begin at 8:00 AM and end at 12:00 PM. The second session will begin at 1:00 PM and end at 5:00 PM.
No jar test samples will be allowed to be drawn prior to Vendors scheduled day of polymer bench test screening. Vendors will be allotted a four-hour block of time to complete all jar work and testing. The polymer bench test will be completed on the primary influent composite sample collected that morning.
Vendors are expected to attend their scheduled session and be completely prepared to begin and end at their scheduled time. Test sessions may be suspended at City discretion if Vendors are not prepared to start on time or are exceeding their time allowed.
At least one week prior to pre-qualification testing, the Vendor must provide the City insurance requirements as outlined in Exhibit B Insurance Requirements, the Safety Data Sheet, and Product Bulletin for each proposed polymer. The Product Bulletin shall include the total solids and viscosity of the material. A Certificate of Analysis to include percent aluminum as AL2O3, percent polymer, pH, and specific gravity shall be provided along with the Technical Product Bulletin.
Polymers supplied shall be clean and free of foreign substances. Vendors must provide a certificate of analysis for each delivery of product. Product must be a homogeneous mixture free from any stratification and have a guaranteed shelf life for performance and stability for six (6) months.
Vendors will be expected to provide their own equipment if specialized equipment is needed for administering the polymer during jar or full-scale testing.
B. POLYMER BENCH TEST SCREENING
Vendor to supply all necessary equipment to make down polymer solutions and perform jar tests. The City will supply five to ten (5-10) gallons of DAFT feed sample. Vendors will be allowed to pre-qualify and select one polymer product only for full-scale testing.
C. FULL-SCALE PERFORMANCE TESTING
DAFT testing to be conducted February 2nd through February 5th, 2026.
Each Vendor will be allowed to conduct a full-scale trial of one (1) pre-qualified product. If Vendors have more than one product pre-qualified, they decide which product they will submit for the full-scale test. Bidders will be allowed a maximum of eight (8) hours to complete testing. The bidder shall provide a EXHIBIT 1
906
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
21 polymer identical to the product pre-qualified from the bench test at no cost to the City in quantities sufficient to complete the performance testing.
The neat polymer delivered by the bidder must not contain solidified masses of polymer and must be 100 percent in solution when mixed, by means of the City's polymer solution batch mixing procedure. Polymer not meeting this specification can cause clogging in the City's polymer feed system and will automatically be rejected by the City. The trial polymer will be batched to a concentration selected by the bidder. Mixed polymer will be fed to two Dissolved Air Flotation Thickeners.
The Vendor shall provide an optimum polymer dose at a constant flow rate of approximately 27.5 million gallons per day (MGD) through two (2) DAFTs.
Steady conditions will be achieved and samples will be collected to analyze Dissolved Air Flotation Thickener effluent turbidity, pH, Electrical Conductivity, Total Suspended Solids, Total Organic Carbon, and associated polymer dose.
Each vendor will be given two (2) hours to find their optimal dosage rate on the trial DAFT that meets the performance requirements given below before testing begins.
The minimum polymer performance requirements are:
Dissolved Air Flotation Thickener Effluent
• Maximum Turbidity of 8.0 Nephelometric Turbidity Units (NTU) • pH and Electrical Conductivity (EC) within 5% of the sample prior to polymer application
• TOC removal efficiency results
Filters
• Maximum Average Turbidity of 2.0 Nephelometric Turbidity Units (NTU), not to exceed 5 NTU for > 5% of the time in the 8-hour period (24 minutes) • No observed negative effect to tertiary filter performance • TOC into the Filters
• TOC after the Filters
• Turbidity into the Filters
• Turbidity after the Filters
Test Procedure:
1. The Vendor shall submit one (1) product for trial. The Vendor must deliver enough polymer for eight (8) hours of continuous testing.
2. Prior to each test, City will backwash the filters to ensure the same operating conditions at the start of each test.
3. Immediately before the test begins, the tank level for the neat test polymer will be recorded.
4. City will sample the filter effluent for THMs at the start of each test to ensure known background conditions.
EXHIBIT 1
907
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
22 5. Once the Vendor is ready, the polymer feed to two (2) Dissolved Air Flotation Thickeners will begin. Then the polymer will be adjusted accordingly to produce the best performance. Vendor will make all necessary adjustments. The Vendor is allowed a maximum of two (2) hours to optimize the dosage before the test begins.
6. Thirty (30) minutes after the trial starts, effluent turbidity, pH, EC, Total Suspended Solids, and TOC grab samples will be taken by City Operators.
7. Thereafter, the City will collect effluent samples every thirty (30) minutes for the duration of the 8-hour trial period. At the end of the 8-hour testing period, the City will grab a sample of the Final Effluent for analysis of Trihalomethanes.
8. Filter run times and head loss will be noted as part of the test. Any negative impacts on the filter run times, blinding of the filters, etc., may be cause for disqualification at the City’s discretion.
9. Immediately after the test ends, the tank level for the neat test polymer will be recorded. Vendors must make every effort to ensure that testing stays within their scheduled session. If the Vendor is unable to complete the testing within their scheduled session, the City may, at their discretion, either schedule another test session or disallow any further testing. Should an unforeseen situation occur that is the responsibility of the City (i.e., City-owned equipment failure, etc.), the City will allow the Vendor to reschedule a session.
10.Polymer trial information, and any discrepancies noted by either party, will be recorded and signed by the Vendor and the City representative.
The City Laboratory may conduct an analysis on total polymer active substances.
Testing will be conducted in accordance with Standard Methods for Examination of Water and Wastewater, 21st Edition, Method 2540G (total, fixed, and volatile solids in solid and semi-solid samples). The City will provide all analyses in support of the polymer study. All data will be generated following Standard Methods in an ELAP-certified lab. Vendors shall utilize the data provided to them by the City, to assist them in completing their bid proposal.
Vendors shall have their polymer containers removed within five (5) days after their trial. Vendor’s equipment shall be removed by the end of the day of completion of their trial. Any containers or equipment that are not removed within the timeframe specified will be removed by the City and the Vendor billed for the expense.
D. POLYMER EVALUATION
Dosing points in the sample set which meet established maximum turbidity would be considered a qualifying point. The following polymer evaluation formula will be utilized to assist in determining the award of bid. The polymer dosage which results in the lowest overall cost and minimizes Trihalomethane formation will be used for bid evaluation purposes.
The polymer evaluation formula for dewatering consists of the following:
EXHIBIT 1
908
CITY OF STOCKTON
INVITATION FOR SEALED BIDS
23 Polymer Dosing Cost Factor (PDCF):
(251 MGD)*(8.34)*(X)*(P) =
Percent Removal of TOC at DAFT =
Final Effluent Trihalomethanes =
Percent Removal of TOC at Filters =
Percent Removal of TSS at Filters =
Average Turbidity DAFT Effluent =
TOTAL ANNUAL POLYMER COST
(PDCF)*365 =
Where X = Polymer Dosage, mg/L
P = Polymer Price per Bid $/LB
125 MGD is an estimated effluent flow for cost estimating only. Actual flow will vary and volumes purchased will reflect actual need
EXHIBIT 1
909
POLYMER FOR WASTEWATER TREATMENT AT TERTIARY FACILITY
PUR 26-019
THURSDAY, FEBRUARY 26, 2026
24 3.0 BIDDER'S CHECKLIST
THIS CHECKLIST IS PROVIDED FOR YOUR CONVENIENCE ONLY. THIS FORM IS NOT REQUIRED TO BE SUBMITTED WITH THE BID.
Complete the following bid documents (FROM THIS PACKET ONLY SUBMIT PAGES 25 to 30, along with any illustrations/brochures):
1. Bid Documents Cover Page*
2. Cost Table for Products and Services (Recheck your math on each item extension and total column. Do not superimpose numerals on your bid forms. If erasures or interlineations appear on your bid form, they must be initialed by the person preparing the bid.) *
3. Bidders Agreement*
4. Non-Collusion Affidavit - Sign and notarize by jurat certificate the “Non-Collusion Affidavit” form. An “All-Purpose Acknowledgment” form will not be sufficient.
5. Sub-Contractor List*
6. Include your 10% bidder's security, bidder's bond, certified or cashier's check. * NOTE: For your information, the City will NOT accept company or personal checks for bid security.
7. Any Addendum Acknowledgements. Print and sign all Addendums on the City’s website at www.stocktonca.gov/mudbid listed under the PUR 26-019 and submit with Bid response. *
Email bid to City Clerk's Office at [email protected], or deliver bid on a USB drive to City Hall, City Clerk's Office (1st floor), 425 North El Dorado Street, Stockton, CA 95202, before 2:00 PM on THURSDAY, FEBRUARY 26, 2026. Bid shall be marked "Bid" and indicate POLYMER FOR WASTEWATER TREATMENT AT THE TERTIARY TREATMENT FACILITY , PUR 26-019.
CONTACT INFORMATION:
Information on Bid Process/Clarification/Technical Data Rajvir Sahota, Procurement Specialist I
(209) 937-8357
e-mail: [email protected]
*If not completed as required, your bid may be voided.
*DISCLAIMER: The City does not assume any liability or responsibility for errors/omissions in any document transmitted electronically.
*THIS FORM IS FOR YOUR INFORMATION ONLY AND DOES NOT NEED TO BE SUBMITTED WITH YOUR BID.
EXHIBIT 1
910
POLYMER FOR WASTEWATER TREATMENT AT TERTIARY FACILITY
PUR 26-019
THURSDAY, FEBRUARY 26, 2026
25 BID DOCUMENTS
COMPANY NAME: _________________________________
CONTACT NAME: _________________________________
ADDRESS: _______________________________________
_____________________________________________
TELEPHONE NUMBER: ____________________________
EMAIL: __________________________________________
EXHIBIT 1
911
26 COST TABLE - BID TO BE SUBMITTED
The bidder hereby agrees to furnish the materials listed below in accordance with the specifications and the foregoing Special Instructions for the amount quoted. Quantities stated herein are approximate - increases or decreases shall depend on City of Stockton requirements and are subject to City fiscal year appropriations.
Brand Name Quoted: ________________________________________________ Price per pound (Wet Weight): ______________________________________ $/LB FOB Destination; Price to include De-scaling Agent, if required Dosage: _________________________
Total Annual Cost Bid Amount (including 9% sales tax)
$____________________
PRICE ADJUSTMENTS
Annual increase not to exceed 3% for each succeeding year. In the event that the supplier increases the base price in succeeding years, the supplier shall provide evidence that they have experienced a cost increase and by what amount costs have increased.
This contract shall be awarded to one supplier on the basis of the above total bid after the appropriate price adjustment costs have been applied over the term of this contract.
Any questions regarding bench or performance testing should be directed to Phil McKinney, Municipal Utilities Department, at telephone (209) 937-8736.
FIRM ADDRESS
SIGNED BY TITLE OR AGENCY
( )
DATE TELEPHONE
NOTE: Bidders are to mark their sealed bids to clearly indicate the content as:
A) POLYMER FOR WASTEWATER TREATMENT AT MAIN PLANT
B) PUR 26-019
C) February 26, 2026
IF YOU DO NOT WISH TO BID, PLEASE RETURN YOUR BID IMMEDIATELY, STATING THE REASON.
EXHIBIT 1
912
27 BIDDER’S AGREEMENT
In submitting this bid, as herein described, the bidder agrees that:
1. They have carefully examined the specifications and all other provisions of this form and understand the meaning, intent, and requirements of the same.
2. They have reviewed and understand all clarifications/questions/answers on the City’s website at www.stocktonca.gov/mudbid.
3. They will enter into a written contract and furnish the item(s)/service(s) in the time specified in strict conformity with the specifications and conditions contained therein for the price quoted by the bidder on this bid.
4. The proposed price is inclusive of all freight and handling charges and includes delivery to the City of Stockton, Municipal Service Center, or, if specified, to the alternate point of delivery shown in the specifications.
5. They have signed and notarized the attached Non-Collusion Affidavit form, whether individual, corporate, or partnership. Must be “A Jurat” notarization.
FIRM ADDRESS
SIGNED BY TITLE OR AGENCY
E-MAIL ADDRESS
NOTE: Bids are invalid that are unsigned or not accompanied by $0.00 bid deposit or a bidder’s bond. If erasures or interlineations appear on your bid form, they must be initialed by the person preparing the bid. Bids shall be emailed or delivered on a USB drive to:
[email protected]
or
City Hall, City Clerk's Office (1st floor),
425 North El Dorado Street,
Stockton, CA 95202
On or before 2:00 p.m. Thursday, February 26, 2026, and publicly opened immediately thereafter in the City Council Chambers.
SPECIAL NOTE: U.P.S. OR OTHER SPECIAL HANDLING SERVICES DO NOT DELIVER DIRECTLY TO THE CITY CLERK’S OFFICE. BIDDERS ARE ADVISED THAT IF A SPECIAL HANDLING SERVICE IS USED, BIDS MAY NOT REACH THE CITY CLERK’S OFFICE IN TIME FOR BID OPENING AND WILL BE REJECTED EXHIBIT 1
913
28 NON-COLLUSION
No. 1 AFFIDAVIT FOR INDIVIDUAL BIDDER
STATE OF CALIFORNIA, )ss.
County of )
(insert)
being first duly sworn, deposes and says: That on behalf of any person not named herein; that said Bidder has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation to put in a sham bid, or that such other person, firm or corporation shall or should refrain from bidding; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Bidder.
(Signature Individual Bidder)
Subscribed and sworn to (or affirmed) before me on this day of , 20 by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
Seal
Signature
No. 2 AFFIDAVIT FOR CORPORATION BIDDER
STATE OF CALIFORNIA, )ss.
County of )
(insert)
being first duly sworn, deposes and says:
That
they are the of a
corporation, which corporation is the party making the foregoing bid, that such bid is genuine and not sham or collusive, or made in the interest or behalf of any person not named herein; that said Bidder has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation to put in a sham bid, or that such other person, firm or corporation shall or should refrain from bidding; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Bidder. (Signature Corporation Bidder)
Subscribed and sworn to (or affirmed) before me on this day of , 20 by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
Seal
Signature
EXHIBIT 1
914
29 No. 3 AFFIDAVIT FOR FIRM, ASSOCIATION, OR CO-PARTNERSHIP STATE OF CALIFORNIA, )ss.
County of )
(insert)
,
each being first duly sworn, depose and say: That they are a member of the firm, association or co-partnership, designated as who is the party making the foregoing bid; that the other partner, or partners,
are that such bid is genuine and not sham or
collusive, or made in the interest or behalf of any person not named herein; that said Bidder has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation shall or should refrain from proposing; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Bidder.
(Signature)
(Signature)
Subscribed and sworn to (or affirmed) before me on this day of , 20 by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
Seal
Signature
EXHIBIT 1
915
30 SUBCONTRACTOR LIST
PUR 26-019
PLEASE LIST BELOW ALL SUBCONTRACTORS CONTRIBUTING TO THIS WORK Each bidder shall provide the name, business address, license number, description of the work, and the dollar amount to be PAID the subcontractor, for each subcontractor that will be used on the project, if the Bidder is awarded the contract. Only subcontractors with work in excess of one-half of one percent (0.5%) or $10,000 (whichever is greater) of the Bidder's total bid need to be listed. All work in excess of one-half of one percent (0.5%) or $10,000 (whichever is greater) of the Bidder's total bid, for which a subcontractor is not listed on this form, shall be performed by the Bidder's own organization. Additional numbered pages listing proposed subcontractors may be attached to this page. Each page shall be headed "Proposed Subcontractors" and shall be signed by the Bidder.
PRINT LEGIBLY OR TYPE
BUSINESS
NAME/ADDRESS CONTACT
PHONE
NUMBER
LICENSE NUMBER
& LICENSE
CLASSIFICATION TYPE OF WORK AMOUNT
EXHIBIT 1
916
31 Exhibit 1:
Insurance Requirements
(Chemical DAFT Polymer)
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 $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering 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.
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.
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 EXHIBIT 1
917
32 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 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 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.
EXHIBIT 1
918
33 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 claimsmade 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 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 EXHIBIT 1
919
34 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 be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:
City of Stockton
Its Officers, Officials, Employees and Volunteers
425 N El Dorado Street
Stockton, CA 95202
EXHIBIT 1
920
(Version 9.22.21) 1
INVITATION FOR SEALED BID (IFB)
POLYMER FOR WASTEWATER TREATMENT AT THE TERTIARY
TREATMENT FACILITY
PUR 26-019
ADDENDUM No. 1 DATE: January 28, 2026
To All Potential Bidders:
A. This Addendum shall be considered part of the bid documents for the above-mentioned project as though it had been issued at the same time and shall be incorporated integrally therewith.
Where provisions of the following supplementary data differ from those of the original bid documents, this Amendment shall govern and take precedence. BIDDERS MUST SIGN THE ADDENDUM AND SUBMIT IT WITH THEIR BIDS.
B. Bidders are hereby notified that they shall make any necessary adjustments in their estimates as a result of this Addendum. It will be construed that each bidder’s bid is submitted with full knowledge of all modifications and supplemental data specified herein.
ADDENDUM NUMBER:
1. CHANGES AND CLARIFICATIONS. THE CITY’S RESPONSES TO
CHANGES ARE SUBMITTED IN BLUE.
A. The City of Stockton hereby clarifies that Exhibit H- Compliance with Economic Sanctions in Response to Russia’s Actions in Ukraine is removed from Exhibit 2- Sample Contract. The Exhibit H attachment must be completed and submitted separately with the bid documents.
B. Exhibit 2-Sample Contract has been revised. The revised Exhibit 2 includes updated Terms & Conditions (Exhibit C and D), with Exhibit-H removed.
BIDDER MUST ACKNOWLEDGE THIS ADDENDUM BY SIGNING BELOW AND ATTACHING THE SIGNED ADDENDUM TO THE BID FORM:
Company Name
Contact Person
Signature
Date
Bids Due – Promptly by 2:00 P.M., Thursday, February 26, 2026 at [email protected]
----------------------------------City of Stockton Use Only below this line--------------------------------- Addendum acknowledged and signed? (Procurement Specialist’s initials) EXHIBIT 1
921
(Version 9.22.21) 1
INVITATION FOR SEALED BID (IFB)
POLYMER FOR WASTEWATER TREATMENT AT THE TERTIARY
TREATMENT FACILITY
FOR THE CITY OF STOCKTON, CALIFORNIA
PUR 26-019
ADDENDUM No.2 DATE: February 19, 2026
To All Potential Bidders:
A. This Addendum shall be considered part of the bid documents for the above-mentioned project as though it had been issued at the same time and shall be incorporated integrally therewith.
Where provisions of the following supplementary data differ from those of the original bid documents, this Amendment shall govern and take precedence. BIDDERS MUST SIGN THE ADDENDUM AND SUBMIT IT WITH THEIR BIDS.
B. Bidders are hereby notified that they shall make any necessary adjustments in their estimates as a result of this Addendum. It will be construed that each bidder’s bid is submitted with full knowledge of all modifications and supplemental data specified herein.
ADDENDUM NUMBER:
1. QUESTIONS AND ANSWERS. THE CITY’S RESPONSES TO QUESTIONS
SUBMITTED ARE IN BLUE
Questions & Answers
1. Who is current supplier of product for the DAFT?
The current contract was awarded at the 5/21/2019 Council meeting and the contract is available as an attachment on the City’s website.
2. What is name of current product(s) currently supplied? The current contract was awarded at the 5/21/2019 Council meeting and the contract is available as an attachment on the City’s website.
3. What are current unit price(s) for product(s) used at the DAFT? The most recent contract amendment was approved at the 5/14/2024 Council meeting and the contract amendment is available as an attachment on the City’s website. Any price adjustments after this date would not exceed 3 percent.
4. What package container is delivered for the product(s)? The product is delivered in bulk by tanker trailer.
5. What is estimated annual dry lbs used for product(s) at the DAFT? The estimated annual lbs used varies between 1.4 to 2.5 million pounds.
6. What is "normal" average product(s) dose for the DAFT for last 90 days? The dose varies depending on algae loads.
EXHIBIT 1
922
(Version 9.22.21) 2
7. What is "normal" average DAFT effluent turbidities for last 90 days? Below 8 NTU.
8. What is "normal" average DAFT TOC removal for last 90 days? This data is not available. TOC is only measured in the final effluent.
9. What is the price per pound and estimated annual quantity in pounds? The estimated annual quantity is noted in response to question 5. The price per pound is provided in response to question 3.
BIDDER MUST ACKNOWLEDGE THIS ADDENDUM BY SIGNING BELOW AND ATTACHING THE SIGNED ADDENDUM TO THE BID FORM:
Company Name
Contact Person
Signature
Date
Bids Due – Promptly by 2:00 P.M., Thursday, February 26, 2026 at [email protected]
----------------------------------City of Stockton Use Only below this line--------------------------------- Addendum acknowledged and signed? (Procurement Specialist’s initials) EXHIBIT 1
923
EXHIBIT 2
924
2 (Rev. 10.30.18)
EXHIBIT A
STATEMENT OF WORK
1 Project Objectives.
The objective of this project is for the supply and delivery of Polymer to the City of Stockton Regional Wastewater Control Facility as outlined in the bid specifications incorporated herein by reference from Exhibit H.
2 Project Scope.
The Contractor shall provide the goods and insurance as specified. The contractor shall supply Material Safety Data Sheets.
3 Notices.
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:
Contractor: USALCO, LLC City: City of Stockton
Attn: Terry Waldo Attn: City Manager
2601 Cannery Avenue 425 N. El Dorado Street
Baltimore, MD 21226 Stockton, CA 95202
Contract for Polymer Purchase