January 27, 2014 Subject: Request for Proposal – Catering Services

Solicitation No: RFP 14-R-28-01 San Joaquin Regional Rail Commission (SJRRC) is soliciting proposals from individuals or firms with qualifications and related experience in Catering Services. If interested in providing Catering Services, proposals must be received via mail at SJRRC’s Procurement – Contracts Department by February 14, 2014, 2:00 PST. Any proposal received after the deadline will be returned unopened and will be deemed nonresponsive. Submit three (3) copies of the proposal which respond to the following: Include items #1-4 in a seal envelope labeled:

DO NOT OPEN WITH REGULAR MAIL SOLICIATION 14-R-28-01 PROPOSAL [INCLUDE NAME AND ADDRESS OF FIRM].

1. List of personnel to be made available for these services and a resume

of qualifications for each.

2. List recently performed, relevant projects that indicate the past performances and abilities of the proposed team.

3. Technical Proposal arranged to be fully responsive to the scope of work

4. Cost Proposal See attached SCOPE OF SERVICES for a detailed description of services required. Proposals must be submitted to:

San Joaquin Regional Rail Commission Attn: Procurement Department

949 E. Channel Street Stockton CA 95202-2620

If you have any questions regarding this project, please contact the undersigned at RFP14R2801@acerail.com. Sincerely, Manny Caluya Administrative Assistant

SCOPE OF SERVICES

CATERING PROFESSIONAL SERVICES

SCOPE OF WORK Background The San Joaquin Regional Rail Commission (SJRRC) manages the Altamont

Corridor Express (ACE) passenger rail service in Northern California between the

Central Valley and Silicon Valley. The ACE service, which began in October

1998, currently consists of four weekday round-trips operated during the

commute period. The tracks are owned primarily by Union Pacific Railroad, with

a short segment owned by the Caltrain Joint Powers Board in the vicinity of San

Jose. The Rail Commission has 30+ employees providing the day-to-day

management, planning, funding, facilities maintenance and support services and

contracts with a third party contractor (currently Herzog Transit Service) to

provide the train operations and maintenance of equipment.

SJRRC also designs, constructs and maintains a variety of stations, parking

areas and maintenance facilities and is involved in several restoration projects for

historic rail depots and surrounding neighborhood development.

SJRRC was selected in July 2013 to serve as the Managing Agency for the new

San Joaquin Joint Powers Authority (SJJPA). SJPPA will assume the current

Caltrans responsibility for the day to day management, planning, and funding,

support services related to the San Joaquins Intercity passenger rail service. As

the Managing Agency, SJRCC will provide staffing, consultants and other

services to support the SJPPA.

CATERING PROFESSIONAL SERVICES (CONTRACTOR) WHAT: The San Joaquin Regional Rail Commission (AGENCY) will be

celebrating the grand opening of the ACE Maintenance and Layover Facility and 15-Year Anniversary with an event

The event’s theme is: Age of ACE Innovation in rail travel past,

present, and future.

WHO: The San Joaquin Regional Rail Commission is the governing body for the Altamont Corridor Express (ACE) passenger rail service. The event will be open to the public, but invitations will be sent and RSVPs will be solicited. Target audience is 300 guests and will include passengers, train personnel, elected officials, VIPs, stakeholders, etc.

Contractor could be an individual firm or a collection/team of firms. WHERE: ACE Maintenance and Layover Facility: 1020 East Alpine Ave.,

Stockton. The event will be held primarily in the 125,000 SF shop floor.

WHEN: Saturday, March 22, 2014: approximately 6 pm – 8 pm. Set-up

Friday, March 21 and Saturday, March 22. Tear-down Saturday, March 22; Sunday, March 23; or Monday, March 24.

SUMMARY OF SERVICES REQUESTED For the event on March 22, the agency is requesting the services of catering professional company to perform the following:

• Food for 300 guests • Drinks for 300 guests • Service and Servers

Target price per person (including all taxes, fees, and charges): $27 Food: This event will be a catered dinner, and although there will be tables and chairs for guests, the agency would like various “heavy” hors d’oeuvre service stations. This will not be a served, plated dinner. Rather, guests will approach serving stations and be served various heavy appetizers. Servers are also welcome to walk among the guests with trays of appetizers. Agency is requesting six to ten serving stations, as follows:

• 2-3 meat stations • 1 bread station • 2-3 veggie, fruit stations • 2-3 dessert stations

Drinks: The contractor will be required to provide and serve drinks for the event, including, but not limited to, the following:

• Selection of 2 beers bottled • Selection of 2-3 house wines • Selection of 2-3 pre-determined signature mixed alcoholic drinks using

well/house brands • Selection of 2-3 sodas • Iced Tea, Coffee • Ice Water at tables:

The service of drinks is commonly accomplished by having one or two drink serving stations and several roaming servers with trays. Service: In addition to servers for the food and drink serving stations and roaming tray servers, the agency will require the following:

• Table linens: Tablecloths, napkins: not paper with the exception of paper napkins for the drink serving stations & tray servers

• Silverware: Knives, forks, spoons • Serving utensils • Plates, bowls, glassware, including wine glasses etc. - not plastic except

for the glasses at the drink stations • Serving dishes • Provide all equipment for the event including but not limited to carving

stations, heat lamps • Wells for drink station • Ice for drinks, soda, water and wells • Liquor License, and server license

Contractor will have access to adjacent rooms for prepping food and the following appliances:

• Standard size refrigerator • Small sink with running water

SAMPLE ITINERARY FOR THE EVENT 5:45 pm – 6:30 pm Guests arrive, Self-guided tours in building 6:00 pm – 8:00 pm Heavy hors d’oeuvre serving stations 6:30 pm – 6:45 pm Video clip intro, Emcee welcomes introductions 7:15 pm – 7:45 pm Video clips, monologues, building overviews, 15-year anniversary recognitions

FACILITY TOUR A voluntary facility tour will be conducted at 10:00 AM on Jan. 30, 2014, 1020 East Alpine Ave., Stockton, CA 95204.While not required to submit a proposal, those in attendance will see where the event will be held and experience the acoustics of the space, and will hear from the event manager on what the agency is looking for in creatively for this event. Competitive proposers will use their imagination, creativity and originality to create a proposal and menu for the event addressing the agency’s desire to hold a creative and innovative event giving us the best value and focus based on our theme. There will be a tasting event to be held on Feb.19-21, 2014 at 10:00 am, noon and 2:00 pm for the proposers that turned a proposal. Items will be the same as the items listed in their proposal. While they are not required to be served in the same elaborate fashion as they will be done for the event they must be served of the same quality. Proposer that turned a proposal will be contacted by the Procurement Department for one of the dates and time slots. Proposers will bring in their food for five testers. The five testers will grade and score as follows:

1) Overall taste – 50 points 2) Originality – 25 points 3) Per serving size/value - 25 points (taste must be sized appropriately for

how it will be sized day of event) TIME FOR PERFORMANCE The Firm shall be responsible for commencing the Project within fifteen (15) calendar days of receiving from SJRRC a Notice To Proceed. LENGTH OF SERVICES Upon completion of the scope. QUESTIONS AND CLARIFICATIONS

RFP Clarifications and Questions may be submitted at any time prior to 2:00 P.M. on Feb. 03, 2014. Questions and/or requests for clarifications may be

submitted in writing via U.S. Mail, overnight express delivery service, or E-Mail

to:

San Joaquin Regional Rail Commission

Attn: Procurement Department

949 East Channel Street

Stockton, California 95202

E-mail: RFP14R2801@acerail.com

Responses to all inquiries will be sent via email no later than 5:00 P.M., Feb. 5th, 2014. This will be the only response to questions received.

SCHEDULE OF EVENTS

SCHEDULE OF EVENTS Event Date

RFP Release Date January 27, 2014

Voluntary Facility Tour January 30, 2014 at 10:00 A.M. Questions and Clarifications Due February 03, 2014 by 2:00 P.M. Responses to Questions Due February 05, 2014 Proposal Due Date February 11, 2014 by 2:00 P.M. Tasting Days by appointment February 19, 20, 21, 2014 Notice of Intent February 27, 2014

EVALUATION CRITERIA

Responsive proposals will be evaluated by a Selection Panel representing SJRRC and the SJRRC’s project management consultant. The evaluation will be based on the following criteria with 100 points possible.

• (50 points) Overall Taste

• (25 points) Originality

• (25 points) Cost

SAMPLE AGREEMENT Please review SJRRC’s insurance limits and other standard requirements in our agreement (see Attachment A of this document).

ATTACHMENT A

PROFESSIONAL SERVICES AGREEMENT Between the San Joaquin Regional Rail Commission and

____________________ for ___________________________

THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is

entered into by and between the San Joaquin Regional Rail Commission, a joint

powers agency formed pursuant to Government Code 6500 and following

(“SJRRC”) and ________________ [enter Contractor (company’s) name] a

_____________________ [enter Contractor’s legal status e.g., corporation,

nonprofit public benefit corporation, limited liability company] (“Contractor”).

RECITALS

Whereas, SJRRC has determined that it requires the following

professional services from a Contractor: _____________________________

[insert description of Contractor’s services]; and

Whereas, Contractor represents that it is fully qualified to perform such

professional services by virtue of its experience and the training, education and

expertise of its principals and employees; and

Whereas, Contractor further represents that it is willing to accept

responsibility for performing such services in accordance with the terms and

conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and

conditions herein contained, SJRRC and Contractor agree as follows:

1. DEFINITIONS

1.1 “Scope of Services”: Such professional services as are set

forth in Contractor’s _____________ [enter Contractor’s proposal

date] proposal to SJRRC attached hereto as Exhibit A and

incorporated herein by this reference.

1.2 “Approved Fee Schedule”: Such compensation rates as are set

forth in Contractor’s __________ [insert date fee schedule

submitted to SJRRC] fee schedule to SJRRC attached hereto as

Exhibit B and incorporated herein by this reference.

1.3. Comply with Department of Transportation (DOT) and Federal

Transit Administration (FTA) Requirements as described in

Exhibit ____, and incorporated herein by this reference. This

section not applicable.

1.4 Complete Contract: The complete Contract between the parties

shall consist of the following component parts, to wit:

(a) This Agreement

(b) Notice Inviting Bids

(c) Proposal (as accepted by SJRRC)

(d) All components and parts of the “REQUEST FOR

PROPOSALS for Project Name dated (Date), including,

but not limited to: General Conditions, Instructions for

Proposal, Special Provisions, Technical Specifications,

Request for Clarifications, Bid/Proposal Forms, Required

Forms, Addenda, Insurance Certificates.

2. TERM

The term of this Agreement shall commence on

____________________ and shall expire on

________________________ unless extended by written

agreement of the parties or terminated earlier in accordance with

Section 19 (“Termination”) below.

2.1 Option Period- Subject to Section 19, SJRRC has the option

to extend this Agreement for successive SJRRC Fiscal Years (July

through June) in the amount (amount) per year, by giving the 90

days written notice prior to the end of each fiscal year.

3. CONTRACTOR’S SERVICES

3.1 Contractor shall perform the services identified in the Scope

of Services. SJRRC shall have the right to request, in writing,

changes in the Scope of Services. Any such changes mutually

agreed upon by the parties, and any corresponding increase or

decrease in compensation, shall be incorporated by written

Amendment, and/or Change Order, to this Agreement. In no event

shall the total compensation and costs payable to Contractor under

this Agreement exceed the sum of Dollars ($ , )

unless specifically approved in advance and in writing by SJRRC.

3.2 Contractor shall perform all work to the highest professional

standards of Contractor’s profession and in a manner reasonably

satisfactory to SJRRC. Contractor shall comply with all applicable

federal, state and local laws and regulations, including the conflict

of interest provisions of Government Code Section 1090 and the

Political Reform Act (Government Code Section 81000 et seq.).

This may also result in Contractor and or Contractor’s employees

being subject to a category 1 disclosure under the Conflict of

Interest Code if the services performed will influence a

governmental decision. The disclosure requirement occurs by

filling out a form 700.

3.3 Contractor represents that it has, or will secure at its own

expense, all personnel required to perform the services identified in

the Scope of Services. All such services shall be performed by

Contractor or under its supervision, and all personnel engaged in

the work shall be qualified to perform such services.

_____________ [enter name of project administrator] shall be

Contractor’s project administrator and shall have direct

responsibility for management of Contractor’s performance under

this Agreement. No change shall be made in Contractor’s project

administrator without SJRRC’s prior written consent

3.4 All of the services required by this Agreement shall be

performed by Contractor and all personnel engaged in the

performance of such activities shall be full qualified and shall be

authorized or permitted under federal, state, and local law to

perform such services. The Contractor shall not discriminate on the

basis of race, color, national origin, or sex in the performance of

this contract. The Contractor shall carry out applicable

requirements of 49 CFR Part 26 in the award and administrated of

DOT assisted contracts. Failure by the Contractor to carry out

these requirements is a material breach of contract, which may

result in the termination of this contract or such other remedy, as

SJRRC deems appropriate.

3.5 Contractor agrees to pay each subcontractor under this

Agreement for satisfactory performance of its contract no later than

ten (10) days from the receipt of each payment the Contractor

receives from SJRRC. Failure by Contractor to carry out this

provision of the contract will be considered a material breach of this

prime contract, which may result in the termination of the

Agreement or other such remedy, as SJRRC deems appropriate

4. ADDITIONAL SERVICES

4.1. Additional services may be required by the SJRRC in

connection with Project and with implementation of project. Said

additional services shall be performed as set forth a written

Amendment and/or Change Orders which shall be authorized and

issued by SJRRC Executive Director.

4.1.1. The Contractor shall perform or coordinate additional

services as requested by SJRRC, only after receipt of a written

Amendment and/or Change Order from the SJRRC, signed by the

SJRRC Executive Director.

4.1.2. Each a written Amendment and/or Change Order

shall list the scope of services to be performed, state the

time within which the work is to be completed, delineate any

special conditions, and state the compensation in

accordance with compensation terms as stated in Section 5,

Compensation of this Agreement.

5. COMPENSATION

5.1. SJRRC agrees to compensate Contractor for the services

provided under this Agreement, and Contractor agrees to accept in

full satisfaction for such services, payment in accordance with

Section 5.3.3 of this agreement.

5.2. Contractor shall submit monthly invoices to SJRRC,

specifying work completed for the month (pursuant to this

Agreement, up to 100%). Each invoice must identify the beginning

contract amount, the cumulative amount of prior invoices submitted,

subtotal, current invoice and a remaining balance. Each invoice

shall itemize the services rendered during the billing period and the

amount due. Contractor will provide receipts for all direct

expenses.

5.3. Monthly billings shall comply with the following format:

5.3.1. Direct Labor and Fringe Benefits: all direct labor

charges should be billed by class of employee, rate per hour

and number of hours.

5.3.2. Overhead: The basis for billing shall be specified.

This section is not applicable.

5.3.3. All Project related expenses for travel, lodging,

meals, telephones and incidental charges shall be itemized

per employee per event. Any additional direct costs not

specifically identified in the Agreement must be approved by

the SJRRC before any request for reimbursement can be

made by the Contractor.

5.3.4. SJRRC Agreement number must be listed on

all invoices.

5.4. All costs charged to this Agreement by Contractor shall be

supported by properly executed payrolls, time records, invoices and

vouchers, evidencing in proper detail the nature and propriety of the

charges. Contractor shall also comply with Title 49, Code of

Federal Regulations, Part 18 (Uniform Administrative Requirements

for Grants and Cooperative Agreements to State and Local

Governments) in the procurement of services, supplies or

equipment. This section is not applicable.

5.5. The SJRRC will make best efforts to reimburse Contractor

within thirty (30) days of receipt of an acceptable invoice approved

by the SJRRC Project Manager. SJRRC shall notify Contractor, in

writing, of any disputed amounts included on the invoice. SJRRC

shall pay all undisputed amounts included on the invoice. SJRRC

shall not withhold applicable taxes or other authorized deductions

from payments made to Contractor.

5.6. Payments for any services requested by SJRRC that are not

included in the Scope of Services must have prior written approval

from SJRRC and shall be made to Contractor by SJRRC on a time-

and-materials basis using Contractor’s standard fee schedule.

5.7. Each monthly invoice shall be accompanied by a monthly

progress report describing the consulting services or project work

completed to date and since the date of the preceding billing.

Contractor will be required to formally report on study progress,

findings and recommendations at SJRRC meetings, as determined

by the SJRRC Project Manager.

5.8. The Contractor and SJRRC mutually understand that this

Agreement may have been written before ascertaining the

availability of legislative and local appropriation of funds. The

Agreement is valid and enforceable only if sufficient funds are

made available to the SJRRC by the Local Transportation Authority

for the purpose of this project. In addition, the Agreement is subject

to any additional restrictions, limitations or conditions enacted by

the State Legislature or any stature enacted by the Legislature that

may affect the provisions, terms or funding of the contract in any

manner. The Contractor and SJRRC mutually agree that, if

sufficient funds are not appropriated for this project, or the project

becomes subject to additional restrictions, limitations or conditions,

the Agreement shall be amended to reflect such changes or any

reductions in funds.

6. PROJECT SCHEDULE

The time for performance by CONTRACTOR will begin fifteen days

(15) after the issuance of a Notice to Proceed by SJRRC. The date

of completion for additional services required pursuant to Section

will be outlined in a written Amendment and/or Change Order for

said additional services. This Project Schedule may be extended

by the written consent of Contractor and SJRRC Executive Director

and only in the event that such extension is necessary due to

revisions in the Project scope and/or schedule caused by SJRRC

or other reviewing agency.

7. FAILURE TO MAKE REASONABLE PROGRESS

The SJRRC reserves the right to suspend reimbursement in the

event Contractor fails to make reasonable progress on a project.

Reasonable progress is defined as having the total percentage of

work completed fall within 25 percentage points of the total

percentage of task budget spent as of billing date. This section is

not applicable.

8. OWNERSHIP OF WRITTEN PRODUCTS

All reports, documents or other written material (“written products”)

developed by Contractor in the performance of this Agreement shall

be and remain the property of SJRRC without restriction or

limitation upon its use or dissemination by SJRRC. Contractor may

take and retain copies of such written products as desired, but no

such written products shall be the subject of a copyright application

by Contractor.

9. RELATIONSHIP OF PARTIES

Contractor is, and shall at all times remain as to SJRRC, a wholly

independent contractor. Contractor shall have no power to incur

any debt, obligation, or liability on behalf of SJRRC or otherwise to

act on behalf of SJRRC as an agent. Neither SJRRC nor any of its

agents shall have control over the conduct of Contractor or any of

Contractor’s employees, except as set forth in this Agreement.

Contractor shall not represent that it is, or that any of its agents or

employees are, in any manner employees of SJRRC.

10. CONFIDENTIALITY

All data, documents, discussion, or other information developed or

received by Contractor or provided for performance of this

Agreement are deemed confidential and shall not be disclosed by

Contractor without prior written consent by SJRRC. Upon request,

all SJRRC data shall be returned to SJRRC upon the termination or

expiration of this Agreement.

11. INDEMNIFICATION

11.1. To the fullest extent permitted by law, Contractor shall

indemnify, hold harmless and defend SJRRC, its officers, agents,

employees and volunteers from and against any and all claims and

losses, costs or expenses for any damage due to death or injury to

any person and injury to any property that arise out of, pertain to, or

relate to the negligence, recklessness, or willful misconduct of the

Contractor, or any of its officers, employees, servants, agents, or

subcontractors in the performance (or non-performance) of this

Agreement. Such costs and expenses shall include reasonable

attorneys’ fees incurred by counsel of SJRRC’s choice.

11.2. SJRRC shall have the right to offset against the amount of

any compensation due Contractor under this Agreement any

amount due SJRRC from Contractor as a result of Contractor’s

failure to pay SJRRC promptly any indemnification arising under

this Section 11 and related to Contractor’s failure to either (i) pay

taxes on amounts received pursuant to this Agreement or (ii)

comply with applicable workers’ compensation laws.

11.3. The obligations of Contractors under this Section 11 will not

be limited by the provisions of any workers’ compensation act or

similar act. Contractor expressly waives its statutory immunity

under such statutes or laws as to SJRRC, its officers, agents,

employees and volunteers.

11.4. Contractor agrees to obtain executed indemnity agreements

with provisions identical to those set forth here in this Section 11

from each and every subcontractor or any other person or entity

involved by, for, with or on behalf of Contractor in the performance

of this Agreement. In the event Contractor fails to obtain such

indemnity obligations from others as required herein, Contractor

agrees to be fully responsible and indemnify, hold harmless and

defend SJRRC, its officers, agents, employees and volunteers from

and against any and all claims and losses, costs or expenses for

any damage due to death or injury to any person and injury to any

property resulting from any alleged intentional, reckless, negligent,

or otherwise wrongful acts, errors or omissions of Contractor’s

subcontractors or any other person or entity involved by, for, with or

on behalf of Contractor in the performance of this Agreement.

Such costs and expenses shall include reasonable attorneys’ fees

incurred by counsel of SJRRC’s choice.

11.5. SJRRC does not, and shall not, waive any rights that it may

possess against Contractor because of the acceptance by SJRRC,

or the deposit with SJRRC, of any insurance policy or certificate

required pursuant to this Agreement. This hold harmless and

indemnification provision shall apply regardless of whether or not

any insurance policies are determined to be applicable to the claim,

demand, damage, liability, loss, cost or expense.

12. INSURANCE

12.1. Contractor will not commence any work until all

required insurance is obtained at Contractor’s own expense.

Contractor shall furnish certification of insurance within five (5) days

after AGREEMENT is executed and prior to issuance of the Notice

to Proceed. Such insurance must have the approval of SJRRC as

to limit, form and amount. During the term of this Agreement,

Contractor shall carry, maintain, and keep in full force and effect

insurance against claims for death or injuries to persons or

damages to property that may arise from or in connection with

Contractor’s performance of this Agreement. Such insurance shall

be of the types and in the amounts as set forth below:

12.1.1. Comprehensive General Liability

Insurance with coverage limits of not less than One Million

Dollars ($1,000,000) including products and operations

hazard, contractual insurance, broad form property damage,

independent Contractor’s, personal injury, underground

hazard, and explosion and collapse hazard where

applicable.

12.1.2. Automobile Liability Insurance for

vehicles used in connection with the performance of this

Agreement with minimum limits of One Million Dollars

($1,000,000) per claimant and One Million dollars

($1,000,000) per incident.

12.1.3. Worker’s Compensation insurance as

required by the laws of the State of California.

12.1.4. Professional Errors and Omissions

Insurance with coverage limits of not less than One Million

Dollars ($1,000,000). Stricken does not apply

12.2. Contractor shall require each of its subcontractors to

maintain insurance coverage that meets all of the requirements of

this Agreement.

12.3. The policy or policies required by this Agreement shall

be issued by an insurer admitted in the State of California and with

a rating of at least A:VII in the latest edition of Best’s Insurance

Guide.

12.4. Contractor agrees that if it does not keep the

aforesaid insurance in full force and effect, SJRRC may either (i)

immediately terminate this Agreement; or (ii) take out the necessary

insurance and pay, at Contractor’s expense, the premium thereon.

12.5. At all times during the term of this Agreement,

Contractor shall maintain on file with SJRRC a certificate or

certificates of insurance showing that the aforesaid policies are in

effect in the required amounts and naming the SJRRC and its

officers, employees, agents and volunteers as additional insureds.

Contractor shall, prior to commencement of work under this

Agreement, file with SJRRC such certificate(s).

12.6. Contractor shall provide proof that policies of

insurance required herein expiring during the term of this

Agreement have been renewed or replaced with other policies

providing at least the same coverage. Such proof will be furnished

at least two weeks prior to the expiration of the coverage’s.

12.7. The general liability and automobile policies of

insurance required by this Agreement shall contain an endorsement

naming SJRRC and its officers, employees, agents and volunteers

as additional insureds. All of the policies required under this

Agreement shall contain an endorsement providing that the policies

cannot be canceled except on thirty days’ prior written notice to

SJRRC. Contractor agrees to require its insurer to modify the

certificates of insurance to delete any exculpatory wording stating

that failure of the insurer to mail written notice of cancellation

imposes no obligation, and to delete the word “endeavor” with

regard to any notice provisions.

12.8. The insurance provided by Contractor shall be

primary to any coverage available to SJRRC. Any insurance or

self-insurance maintained by SJRRC and/or its officers, employees,

agents or volunteers, shall be in excess of Contractor’s insurance

and shall not contribute with it.

12.9. All insurance coverage provided pursuant to this

Agreement shall not prohibit Contractor, and Contractor’s

employees, agents or subcontractors, from waiving the right of

subrogation prior to a loss. Contractor hereby waives all rights of

subrogation against the SJRRC.

12.10. Any deductibles or self-insured retentions must be

declared to and approved by the SJRRC. At the option of SJRRC,

Contractor shall either reduce or eliminate the deductibles or self-

insured retentions with respect to SJRRC, or Contractor shall

procure a bond guaranteeing payment of losses and expenses.

12.11 Procurement of insurance by Contractor shall not be

construed as a limitation of Contractor’s liability or as full

performance of Contractor’s duties to indemnify, hold harmless and

defend under Section 11 of this Agreement.

13. SETTLEMENT OF DISPUTES

13.1. The Parties hereto shall make every effort to settle

any dispute arising out of the Agreement without resorting to

arbitration.

13.2. In the event a dispute arises and the parties

mentioned herein are unable to resolve the dispute, the parties

agree that the dispute shall be settled by arbitration in accordance

with the rules of the American Arbitration Association. Such

Arbitration shall take place in San Joaquin County, California. Any

award made by the arbitrator(s) shall be final and binding upon the

parties, and judgment thereon may be entered in any court of

competent jurisdiction.

14. MUTUAL COOPERATION

14.1. SJRRC shall provide Contractor with all pertinent

data, documents and other requested information as is reasonably

available for the proper performance of Contractor’s services under

this Agreement.

14.2. In the event any claim or action is brought against

SJRRC relating to Contractor’s performance in connection with this

Agreement, Contractor shall render any reasonable assistance that

SJRRC may require.

15. RECORDS AND INSPECTIONS

Contractor shall maintain full and accurate records with respect to

all matters covered under this Agreement for a period of three years after

the expiration or termination of this Agreement. SJRRC shall have the

right to access and examine such records, without charge, during normal

business hours. SJRRC shall further have the right to audit such records,

to make transcripts therefrom and to inspect all program data, documents,

proceedings, and activities.

16. PERMITS AND APPROVALS

Contractor shall obtain, at its sole cost and expense, all permits and

regulatory approvals necessary in the performance of this Agreement.

This includes, but shall not be limited to, encroachment permits and

building and safety permits and inspections.

17. NOTICES

Any notices, bills, invoices, or reports required by this Agreement

shall be deemed received on: (i) the day of delivery if delivered by hand,

facsimile or overnight courier service during Contractor’s and SJRRC’s

regular business hours; or (ii) on the third business day following deposit

in the United States mail if delivered by mail, postage prepaid, to the

addresses listed below (or to such other addresses as the parties may,

from time to time, designate in writing).

If to SJRRC: If to Contractor:

Stacey Mortensen (Contractor Name)

949 E. Channel St. (Contractor Contact)

Stockton, CA 95202 (Contractor Address)

(209) 944-6220 (Address Cont.)

Phone (XXX) XXX-XXXX

Fax (XXX) XXX-XXXX

18. SURVIVING COVENANTS

The parties agree that the covenants contained in Section

10, Section 11, Paragraph 14.2 and Section 15 of this Agreement

shall survive the expiration or termination of this Agreement.

19. TERMINATION

19.1. SJRRC shall have the right to terminate this

Agreement for any reason on five calendar days’ written notice to

Contractor. Contractor shall have the right to terminate this

Agreement for any reason on thirty calendar days’ written notice to

SJRRC. Contractor agrees to cease all work under this Agreement

on or before the effective date of any notice of termination. All

SJRRC data, documents, objects, materials or other tangible things

shall be returned to SJRRC upon the termination or expiration of

this Agreement.

19.2. If SJRRC terminates this Agreement due to no fault or

failure of performance by Contractor, then Contractor shall be paid

based on the work satisfactorily performed at the time of

termination. In no event shall Contractor be entitled to receive

more than the amount that would be paid to Contractor for the full

performance of the services required by this Agreement.

20. GENERAL PROVISIONS

20.1. Contractor shall not delegate, transfer, subcontract or

assign its duties or rights hereunder, either in whole or in part,

without SJRRC’s prior written consent, and any attempt to do so

shall be void and of no effect. SJRRC shall not be obligated or

liable under this Agreement to any party other than Contractor.

20.2. In the performance of this Agreement, Contractor

shall not discriminate against any employee, subcontractor, or

applicant for employment because of race, color, creed, religion,

sex, marital status, sexual orientation, national origin, ancestry,

age, physical or mental disability or medical condition.

20.3. The captions appearing at the commencement of the

sections hereof, and in any paragraph thereof, are descriptive only

and for convenience in reference to this Agreement. Should there

be any conflict between such heading, and the section or

paragraph thereof at the head of which it appears, the section or

paragraph thereof, as the case may be, and not such heading, shall

control and govern in the construction of this Agreement.

Masculine or feminine pronouns shall be substituted for the neuter

form and vice versa, and the plural shall be substituted for the

singular form and vice versa, in any place or places herein in which

the context requires such substitution(s).

20.4. The waiver by SJRRC or Contractor of any breach of

any term, covenant or condition herein contained shall not be

deemed to be a waiver of such term, covenant or condition or of

any subsequent breach of the same or any other term, covenant or

condition herein contained. No term, covenant or condition of this

Agreement shall be deemed to have been waived by SJRRC or

Contractor unless in writing.

20.5. Contractor shall not be liable for any failure to perform

if Contractor presents acceptable evidence, in SJRRC’s sole

judgment that such failure was due to causes beyond the control

and without the fault or negligence of Contractor.

20.6. Each right, power and remedy provided for herein or

now or hereafter existing at law, in equity, by statute, or otherwise

shall be cumulative and shall be in addition to every other right,

power, or remedy provided for herein or now or hereafter existing at

law, in equity, by statute, or otherwise. The exercise, the

commencement of the exercise, or the forbearance of the exercise

by any party of any one or more of such rights, powers or remedies

shall not preclude the simultaneous or later exercise by such party

of any of all of such other rights, powers or remedies. In the event

legal action shall be necessary to enforce any term, covenant or

condition herein contained, the party prevailing in such action,

whether reduced to judgment or not, shall be entitled to its

reasonable court costs, including accountants’ fees, if any, and

attorneys’ fees expended in such action. The venue for any

litigation shall be San Joaquin County, California.

20.7. If any term or provision of this Agreement or the

application thereof to any person or circumstance shall, to any

extent, be invalid or unenforceable, then such term or provision

shall be amended to, and solely to, the extent necessary to cure

such invalidity or unenforceability, and in its amended form shall be

enforceable. In such event, the remainder of this Agreement, or the

application of such term or provision to persons or circumstances

other than those as to which it is held invalid or unenforceable, shall

not be affected thereby, and each term and provision of this

Agreement shall be valid and be enforced to the fullest extent

permitted by law.

20.8. This Agreement shall be governed and construed in

accordance with the laws of the State of California.

20.9. All documents referenced as exhibits in this

Agreement are hereby incorporated into this Agreement. In the

event of any material discrepancy between the express provisions

of this Agreement and the provisions of any document incorporated

herein by reference, the provisions of this Agreement shall prevail.

This instrument contains the entire Agreement between SJRRC

and Contractor with respect to the transactions contemplated

herein. No other prior oral or written agreements are binding upon

the parties. Amendments and/or Change Orders hereto or

deviations herefrom shall be effective and binding only if made in

writing and executed by SJRRC and Contractor.

TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly

authorized representatives to execute this Agreement on the date first written

above.

“SJRRC” “Contractor”

(Name of Company)

By__________________________ By:

_______________________________

Stacey Mortensen, Executive Director (Name and Title)