Agenda — Ceres City Council, July 14, 2025 (part 10 of 11)

ATTACHMENT B
ITEM 20

COST PROPOSAL
i) TOTAL OTHER DIRECT COSTS 151,750.00$
m) SUBCONSULTANTS' COSTS (Add additional pages if necessary) • BARRIOS TRANSPORTATION CONSULTING (DBE) 93,957.64$
• GEOCON CONSULTANTS, INC. 128,763.09$
• EARTH MECHANICS, INC. (DBE) 1,078,825.57$
• UNICO ENGINEERING (DBE) 202,993.80$
• WESTWOOD PROFESSIONAL SERVICES 175,257.79$
m) TOTAL SUBCONSULTANTS' COSTS 1,679,797.90$
n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(l) + (m)] 1,831,547.90$ o) OPTIONAL TASKS 2,016,130.78$
TOTAL COST WITHOUT OPTIONAL TASKS [(c) + (j) + (k) + (n) - (o)] 7,923,044.42$ TOTAL COST WITH OPTIONAL TASKS [(c) + (j) + (k) + (n)] 9,939,175.20$ *Employees will be billed at their actual pay rates within the ranges specified above. When actual rates change, employees will be billed at their updated rate.

NOTES:

3. Anticipated salary increases calculation (page 2) must accompany.

1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals.

2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with t he consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans.

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ATTACHMENT B
ITEM 20

COST PROPOSAL
Direct Labor Total Hours per Avg 5 Year
Subtotal per Cost Cost Proposal Hourly Contract
Proposal Rate Duration
= $57.79 Year 1 Avg
Hourly Rate
Avg Hourly Rate Proposed Escalation
Year 1 + 5.0% = $60.68 Year 2 Avg Hourly Rate
Year 2 + 5.0% = $63.72 Year 3 Avg Hourly Rate
Year 3 + 5.0% = $66.90 Year 4 Avg Hourly Rate
Year 4 + 5.0% = $70.25 Year 5 Avg Hourly Rate
Estimated % Completed Total Hours per Cost Total Hours per Each Year Proposal Year
Year 1 * 44,562 = 17825 Estimated Hours Year 1
Year 2 * 44,562 = 13369 Estimated Hours Year 2
Year 3 * 44,562 = 13369 Estimated Hours Year 3
Year 4 * 44,562 = 0 Estimated Hours Year 4
Year 5 * 44,562 = 0 Estimated Hours Year 5
Total Total = 44,562
Avg Hourly Rate Estimated hours
(Calculated above) (Calculated Above)
Year 1 * 17825 = Estimated Hours Year 1
Year 2 * 13369 = Estimated Hours Year 2
Year 3 * 13369 = Estimated Hours Year 3
Year 4 * 0 = Estimated Hours Year 4
Year 5 * 0 = Estimated Hours Year 5
Total Direct Labor Cost with Escalation =
Direct Labor Subtotal before Escalation =
Estimated total of Direct Labor Salary Increase = Transfer to Page 1 NOTES:

3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted.

4. Calculations for anticipated salary escalation must be provided.

COST PROPOSAL 1

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (

CALCULATIONS FOR ANTICIPATED SALARY INCREASES)

1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) $2,575,437.00 44,562

1. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) $57.79
$60.68

4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) $63.72
$66.90

3. Calculate estimated hours per year (Multiply estimate % each year by total hours)

40.0%

30.0%
$66.90 $0.00
$70.25 $0.00
$2,693,263.24
$2,575,437.00
$117,826.24

1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increase, the # of years of the contract, and a breakdown of the labor to be performed each year.
$851,825.79

2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) $57.79 $1,030,174.80
$60.68 $811,262.66
$63.72
Cost Per
Year

30.0%

0.0%

0.0%
100.000%

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ATTACHMENT B
ITEM 20

COST PROPOSAL

1. Generally Accepted Accounting Principles (GAAP)

2. Terms and conditions of the contract

3. Title 23 United States Code Section 112
- Letting of Contracts

4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures

5. 6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) Prime Consultant or Subconsultant Certifying:

Name**: Title**:

Signature: Date of Certification (mm/dd/yyyy):

Email**: Phone Number:

Address: 110 Blue Ravine Road, Suite 200, Folsom, CA 95630-4713 List services the consultant is providing under the proposed contract:
**An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract.

Professional Engineering, Environmental, and Right of Way Services I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements:

All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s).

John A. Klemunes, Jr. President
[email protected] 916-858-0642
23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service
6/25/2025
COST PROPOSAL 1
Certification of Direct Costs:

Page 4 of 4 ends

ATTACHMENT B
ITEM 20

COST PROPOSAL
Note: Mark-Ups are Not Allowed
Consultant: BARRIOS TRANSPORTATION CONSULTING (BTC)
Project No. TBD Contract No. TBD Date
Project Name

DIRECT LABOR
Classification/Title Name Hours Actual Hr Rate Total
Principal Eddie Barrios, P.E. 274 99.17$ 27,172.58$
274

LABOR COSTS
a) Subtotal Direct Labor Costs 27,172.58$
b) Anticipated Salary Increases $0.00
c) TOTAL DIRECT LABOR COSTS [(a) + (b)] 27,172.58$

INDIRECT COSTS
d) Fringe Benefits (Rate: 0.00% ) c) Total Fringe Benefits [(c) x (d)] -$ f) Overhead (Rate: 120.00% ) g) Overhead [(c) x (f)] 32,607.10$ h) General and Administrative (Rate: 0.00% ) i) Gen & Admin [(c) x (h)] -$ j) TOTAL INDIRECT COSTS [(e) + (g) + (i)] 32,607.10$
FIXED FEE k) TOTAL FIXED FEE [(c) + (j)] x fixed fee 10% ] 5,977.97$ l) CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary) Quantity Unit Unit Cost Total
Narra Consulting (Fred Choa) 120 hrs 235.00 $ 28,200.00$ Traffic Counts 0 each 450.00 $ -$
Item 3 -$
Item 4 -$
Item 5 -$
i) TOTAL OTHER DIRECT COSTS 28,200.00$
m) SUBCONSULTANTS' COSTS (Add additional pages if necessary) m) TOTAL SUBCONSULTANTS' COSTS -$
n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(l) + (m)] 28,200.00$ TOTAL COST [(c) + (j) + (k) + (n)] 93,957.64$
NOTES:

Supplemental PR/ED and Design Services for the Service Road/Mitchell Road I/C Over SR 99

3. Anticipated salary increases calculation (page 2) must accompany.

2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans.

Description of Item
COST PROPOSAL 1

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES)
January 1, 2025
Range
$99.17 - $99.17
Prime Consultant
Subconsultant
2nd Tier Subconsultant

Page 1 of 3 ends

ATTACHMENT B
ITEM 20

COST PROPOSAL
Direct Labor Total Hours per Avg 5 Year
Subtotal per Cost Cost Proposal Hourly Contract
Proposal Rate Duration
= $99.17 Year 1 Avg
Hourly Rate
Avg Hourly Rate Proposed Escalation
Year 1 + 3.0% = $102.15 Year 2 Avg Hourly Rate
Year 2 + 3.0% = $105.21 Year 3 Avg Hourly Rate
Year 3 + 3.0% = $108.37 Year 4 Avg Hourly Rate
Year 4 + 3.0% = $111.62 Year 5 Avg Hourly Rate
Estimated % Completed Total Hours per Cost Total Hours per Each Year Proposal Year
Year 1 * 274 = 274 Estimated Hours Year 1
Year 2 * 274 = 0 Estimated Hours Year 2
Year 3 * 274 = 0 Estimated Hours Year 3
Year 4 * 274 = 0 Estimated Hours Year 4
Year 5 * 274 = 0 Estimated Hours Year 5
Total Total = 274
Avg Hourly Rate Estimated hours
(Calculated above) (Calculated Above)
Year 1 * 274 = Estimated Hours Year 1
Year 2 * 0 = Estimated Hours Year 2
Year 3 * 0 = Estimated Hours Year 3
Year 4 * 0 = Estimated Hours Year 4
Year 5 * 0 = Estimated Hours Year 5
Total Direct Labor Cost with Escalation =
Direct Labor Subtotal before Escalation =
Estimated total of Direct Labor Salary Increase = Transfer to Page 1 NOTES:

3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted.

4. Calculations for anticipated salary escalation must be provided. $108.37 $0.00
$111.62 $0.00
$27,172.58
$99.17 $27,172.58
$102.15 $0.00
$105.21 $0.00
$27,172.58
$0.00

1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increas e, the # of years of the contract, and a breakdown of the labor to be performed each year.

2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology)

0.0%
100.0%

4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Cost Per
Year

3. Calculate estimated hours per year (Multiply estimate % each year by total hours) 100.0%

0.0%

1. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) $99.17
$102.15
$105.21
$108.37
COST PROPOSAL 1

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (CALCULATIONS FOR ANTICIPATED SALARY INCREA SES)

1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) $27,172.58 274

Page 2 of 3 ends

ATTACHMENT B
ITEM 20

COST PROPOSAL

1. Generally Accepted Accounting Principles (GAAP)

2. Terms and conditions of the contract

3. Title 23 United States Code Section 112
- Letting of Contracts

4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures

5. 6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) Prime Consultant or Subconsultant Certifying:

Name**: Title**:

Signature: Date of Certification (mm/dd/yyyy):

Email**: Phone Number:

Address: 3054 Barranca Drive, Pittsburg, CA 94565
List services the consultant is providing under the proposed contract:
1/1/2025
COST PROPOSAL 1
Certification of Direct Costs:
**An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract.

Traffic Engineering Support
I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements:

Eddie Barrios Principal
[email protected] (925) 664-6149
23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service

Page 3 of 3 ends

ATTACHMENT B
ITEM 20

COST PROPOSAL
Note: Mark-Ups are Not Allowed
Consultant: GEOCON CONSULTANTS, INC.

Project No. TBD Contract No. TBD Date
Project Name

DIRECT LABOR
Classification/Title Name Hours Actual Hr Rate Total
Principal Engineer/Geologist Ewert, Juhrend, Staff 4 75.00$ 300.00$ Senior Engineer/Geologist/ Scientist Silva, Staff 10 70.00$ 700.00$ Project Engineer/Geologist/ Scientist STAFF 100 60.00$ 6,000.00$ Senior Staff Engineer/Geologist/ Scientist STAFF 0 50.00$ -$ Staff Engineer/Geologist/Scientist STAFF 0 40.00$ -$ Certified Asbestos Consultant (PW) Dennig, Rice, Staff 96 58.77$ 5,641.92$ Field Technician (PW) STAFF 24 51.56$ 1,237.44$
GIS Specialist Brown, Staff 16 55.00$ 880.00$
Word Processing Ingraham, Staff 10 37.50$ 375.00$
260

LABOR COSTS
a) Subtotal Direct Labor Costs 15,134.36$
b) Anticipated Salary Increases $0.00
c) TOTAL DIRECT LABOR COSTS [(a) + (b)] 15,134.36$

INDIRECT COSTS
d) Fringe Benefits (Rate: 51.79% ) c) Total Fringe Benefits [(c) x (d)] 7,838.09$ f) Overhead (Rate: 44.83% ) g) Overhead [(c) x (f)] 6,784.73$ h) General and Administrative (Rate: 78.45% ) i) Gen & Admin [(c) x (h)] 11,872.91$ j) TOTAL INDIRECT COSTS [(e) + (g) + (i)] 26,495.72$
FIXED FEE k) TOTAL FIXED FEE [(c) + (j)] x fixed fee 10% ] 4,163.01$ l) CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary) Quantity Unit Unit Cost Total
Truck 13 day 150.00$ 1,950.00$
Per Diem 12 day 200.00$ 2,400.00$
Hand Auger 1 each 50.00$ 50.00$
Level D PPE 1 each 50.00$ 50.00$
GPS 1 each 160.00$ 160.00$
Total Arsenic 18 each 45.00$ 810.00$
Total Lead 80 each 45.00$ 3,600.00$
Soluble Lead - WET Extract (if needed) 40 each 80.00$ 3,200.00$ Soluble Lead - WET Analysis (if needed) 40 each 45.00$ 1,800.00$ Soluble LEAD - TCLP Extract (if needed) 40 each 80.00$ 3,200.00$ Soluble LEAD - TCLP Analysis (if needed) 40 each 45.00$ 1,800.00$ OCPs 18 each 130.00$ 2,340.00$
Herbicides 4 each 190.00$ 760.00$
PLM 1150 each 25.00$ 28,750.00$
400 Point Count 340 each 45.00$ 15,300.00$
400 Point Count gravimetrict) 210 each 80.00$ 16,800.00$ i) TOTAL OTHER DIRECT COSTS 82,970.00$
m) SUBCONSULTANTS' COSTS (Add additional pages if necessary) m) TOTAL SUBCONSULTANTS' COSTS -$
n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(l) + (m)] 82,970.00$ TOTAL COST [(c) + (j) + (k) + (n)] 128,763.09$
NOTES:

Ceres SR-99/Mitchell Road/Service Road
PW Rate
$40.00 - $60.00
$30.00 - $50.00
PW Rate
$45.00 - $65.00

3. Anticipated salary increases calculation (page 2) must accompany.

2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans.

Description of Item
COST PROPOSAL 1

COST-PLUS-FIXED FEE OR L UMP SUM O R FIRM FIXED PRICE CONTRACT S (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES)
January 6, 2025
$25.00 - $50.00
Range
$65.00 - $85.00
$65.00 - $75.00
$50.00 - $70.00
Prime Consultant
Subconsultant
2nd Tier Subconsultant

Page 1 of 2 ends

ATTACHMENT B
ITEM 20

COST PROPOSAL

1. Generally Accepted Accounting Principles (GAAP)

2. Terms and conditions of the contract

3. Title 23 United States Code Section 112 - Letting of Contracts

4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures

5. 6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) Prime Consultant or Subconsultant Certifying:

Name**: Title**:

Signature: Date of Certification (mm/dd/yyyy):

Email**: Phone Number:

Address: 3160 Gold Valley Drive, Suite 800, Rancho Cordova, CA 95742 List services the consultant is providing under the proposed contract:
1/6/2025
COST PROPOSAL 1
Certification of Direct Costs:
**An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract.

AG Soil Sampling, Asbestos Containing Materials, and Lead-Based Paint Surveys I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements:

Josh Ewert, PG Vice President
[email protected] 916.852.9118
23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service

Page 2 of 2 ends

ATTACHMENT B
ITEM 20

COST PROPOSAL
Note: Mark-Ups are Not Allowed
Consultant: EARTH MECHANICS, INC.

Project No. TBD Contract No. TBD Date
Project Name

DIRECT LABOR
Classification/Title Name Hours Actual Hr Rate Total
PRINCIPAL ALAHESH THURAIRAJAH 448 106.60$ 47,756.80$ PRINCIPAL ENGINEER / GEOLOGIST STAFF 160 92.00$ 14,720.00$ SENIOR ENGINEER / GEOLOGIST STAFF 402 73.20$ 29,426.40$ SR. PROJECT ENGINEER / GEOLOGIST STAFF 280 72.10$ 20,188.00$ PROJECT ENGINEER / GEOLOGIST STAFF 728 61.30$ 44,626.40$ SENIOR TECHNICIAN STAFF 550 52.50$ 28,875.00$
SR. STAFF ENGINEER / GEOLOGIST STAFF 470 53.90$ 25,333.00$ STAFF ENGINEER / GEOLOGIST STAFF 200 47.40$ 9,480.00$
TECHNICIAN STAFF 200 28.60$ 5,720.00$
3,438

LABOR COSTS
a) Subtotal Direct Labor Costs 226,125.60$
b) Anticipated Salary Increases $10,232.18
c) TOTAL DIRECT LABOR COSTS [(a) + (b)] 236,357.78$

INDIRECT COSTS
d) Fringe Benefits (Rate: 58.42% ) c) Total Fringe Benefits [(c) x (d)] 138,080.22$ f) Overhead (Rate: 112.26% ) g) Overhead [(c) x (f)] 265,335.25$ h) General and Administrative (Rate: 0.00% ) i) Gen & Admin [(c) x (h)] -$ j) TOTAL INDIRECT COSTS [(e) + (g) + (i)] 403,415.46$
FIXED FEE k) TOTAL FIXED FEE [(c) + (j)] x fixed fee 10% ] 63,977.32$ l) CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary) Quantity Unit Unit Cost Total
Drill Rig Rental 38 Day 6,500.00 $ 247,000.00$
Traffic Control Rental 32 Day 2,750.00 $ 88,000.00$
Soil Cutting Testing and Drums Disposal 100 Drum 250.00 $ 25,000.00$ Well Permits 72 Permit 60.00 $ 4,320.00$
Traffic Control Plans 10 Sheet 250.00 $ 2,500.00$
Water Meter Rental 1 Meter 1,200.00 $ 1,200.00$
Mileage 4000 Mile 0.67$ 2,680.00$
EMI Per diem 25 Day 175.00 $ 4,375.00$
i) TOTAL OTHER DIRECT COSTS 375,075.00$
m) SUBCONSULTANTS' COSTS (Add additional pages if necessary) m) TOTAL SUBCONSULTANTS' COSTS -$
n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(l) + (m)] 375,075.00$ TOTAL COST [(c) + (j) + (k) + (n)] 1,078,825.57$
NOTES:

3. Anticipated salary increases calculation (page 2) must accompany.

2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans.

Description of Item
COST PROPOSAL 1

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES)
June 30, 2025
$21.60 - $28.60
Range
$106.70 - $112.10
$81.80 - $106.60
$66.90 - $79.10
$52.10 - $55.20
$57.50 - $72.10
$52.90 - $61.30
$53.90 - $56.60
$36.60 - $47.40
SERVICE ROAD/MITCHELL ROAD IC OVER SR-99
Prime Consultant
Subconsultant
2nd Tier Subconsultant

Page 1 of 3 ends

ATTACHMENT B
ITEM 20

COST PROPOSAL
Direct Labor Total Hours per Avg 5 Year
Subtotal per Cost Cost Proposal Hourly Contract
Proposal Rate Duration
= $65.77 Year 1 Avg
Hourly Rate
Avg Hourly Rate Proposed Escalation
Year 1 + 5.0% = $69.06 Year 2 Avg Hourly Rate
Year 2 + 5.0% = $72.51 Year 3 Avg Hourly Rate
Year 3 + 5.0% = $76.14 Year 4 Avg Hourly Rate
Year 4 + 5.0% = $79.95 Year 5 Avg Hourly Rate
Estimated % Completed Total Hours per Cost Total Hours per Each Year Proposal Year
Year 1 * 3,438 = 688 Estimated Hours Year 1
Year 2 * 3,438 = 2407 Estimated Hours Year 2
Year 3 * 3,438 = 344 Estimated Hours Year 3
Year 4 * 3,438 = 0 Estimated Hours Year 4
Year 5 * 3,438 = 0 Estimated Hours Year 5
Total Total = 3,438
Avg Hourly Rate Estimated hours
(Calculated above) (Calculated Above)
Year 1 * 688 = Estimated Hours Year 1
Year 2 * 2407 = Estimated Hours Year 2
Year 3 * 344 = Estimated Hours Year 3
Year 4 * 0 = Estimated Hours Year 4
Year 5 * 0 = Estimated Hours Year 5
Total Direct Labor Cost with Escalation =
Direct Labor Subtotal before Escalation =
Estimated total of Direct Labor Salary Increase = Transfer to Page 1 NOTES:

3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted.

4. Calculations for anticipated salary escalation must be provided.

COST PROPOSAL 1

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (CALCULATIONS FOR ANTICIPATED SALARY INCREA SES)

1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) $226,125.60 3,438

1. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) $65.77
$69.06
$72.51
$76.14

3. Calculate estimated hours per year (Multiply estimate % each year by total hours)

20.0%

70.0%

10.0%

0.0%

0.0%
100.0%

4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Cost Per
Year
$226,125.60
$10,232.18

1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increas e, the # of years of the contract, and a breakdown of the labor to be performed each year.

2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) $76.14 $0.00
$79.95 $0.00
$236,357.78
$65.77 $45,225.12
$69.06 $166,202.32
$72.51 $24,930.35

Page 2 of 3 ends

ATTACHMENT B
ITEM 20

COST PROPOSAL

1. Generally Accepted Accounting Principles (GAAP)

2. Terms and conditions of the contract

3. Title 23 United States Code Section 112
- Letting of Contracts

4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures

5. 6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) Prime Consultant or Subconsultant Certifying:

Name**: Title**:

Signature: Date of Certification (mm/dd/yyyy):

Email**: Phone Number:

Address: 17800 Newhope Street, Suite B, Fountain Valley, CA 92708 List services the consultant is providing under the proposed contract:
541330 - Geotechnical Engineering
541380 - Laboratory Testing
I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements:

Alahesh Thurairajah President
[email protected] 714-751-3826
23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service
**An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. 6/30/2025
COST PROPOSAL 1
Certification of Direct Costs:

Page 3 of 3 ends

ATTACHMENT B
ITEM 20

COST PROPOSAL
Note: Mark-Ups are Not Allowed
Consultant: Unico Engineering
Project No. Contract No. Date
Project Name

DIRECT LABOR
Classification/Title Name Hours Actual Hr Rate Total
Survey Manager Rob Markes 64 92.40$ 5,913.60$
Senior Land Surveyor Ryan Ming, PLS 328 74.80$ 24,534.40$ Land Surveyor Adam Bishop, PLS 48 72.00$ 3,456.00$
Land Surveyor Roy Porter, LSIT 340 42.00$ 14,280.00$
Drone Pilot Terrance Ranney 0 55.00$ -$
Party Chief Staff 120 85.02$ 10,202.40$
Rodman Staff 120 77.55$ 9,306.00$
Survey Technician/Drafter Staff 88 33.50$ 2,948.00$
1,108

LABOR COSTS
a) Subtotal Direct Labor Costs 70,640.40$
b) Anticipated Salary Increases $1,766.01
c) TOTAL DIRECT LABOR COSTS [(a) + (b)] 72,406.41$

INDIRECT COSTS
d) Fringe Benefits (Rate: 0.00% ) c) Total Fringe Benefits [(c) x (d)] -$ f) Overhead (Rate: 149.95% ) g) Overhead [(c) x (f)] 108,573.41$ h) General and Administrative (Rate: 0.00% ) i) Gen & Admin [(c) x (h)] -$ j) TOTAL INDIRECT COSTS [(e) + (g) + (i)] 108,573.41$
FIXED FEE k) TOTAL FIXED FEE [(c) + (j)] x fixed fee 10% ] 18,097.98$ l) CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary) Quantity Unit Unit Cost Total
Item 1 - Per Diem 22 per 178.00$ 3,916.00$
i) TOTAL OTHER DIRECT COSTS 3,916.00$
m) SUBCONSULTANTS' COSTS (Add additional pages if necessary) m) TOTAL SUBCONSULTANTS' COSTS -$
n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(l) + (m)] 3,916.00$ TOTAL COST [(c) + (j) + (k) + (n)] 202,993.80$
NOTES:

City of Ceres - Service Road / Michell Road Interchange Over SR 99 $50.00 - $70.00

3. Anticipated salary increases calculation (page 2) must accompany.

2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans.

Description of Item
COST PROPOSAL 1

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES)
January 3, 2025
Range
$80.00 - $100.00
$60.00 - $105.00
$50.00 - $70.00
$75.00 - $95.00
$40.00 - $60.00
$80.00 - $100.00
$30.00 - $50.00
Prime Consultant
Subconsultant
2nd Tier Subconsultant

Page 1 of 3 ends

ATTACHMENT B
ITEM 20

COST PROPOSAL
Direct Labor Total Hours per Avg 5 Year
Subtotal per Cost Cost Proposal Hourly Contract
Proposal Rate Duration
= $63.75 Year 1 Avg
Hourly Rate
Avg Hourly Rate Proposed Escalation
Year 1 + 5.0% = $66.94 Year 2 Avg Hourly Rate
Year 2 + 5.0% = $70.29 Year 3 Avg Hourly Rate
Year 3 + 5.0% = $73.80 Year 4 Avg Hourly Rate
Year 4 + 5.0% = $77.49 Year 5 Avg Hourly Rate
Estimated % Completed Total Hours per Cost Total Hours per Each Year Proposal Year
Year 1 * 1,108 = 554 Estimated Hours Year 1
Year 2 * 1,108 = 554 Estimated Hours Year 2
Year 3 * 1,108 = 0 Estimated Hours Year 3
Year 4 * 1,108 = 0 Estimated Hours Year 4
Year 5 * 1,108 = 0 Estimated Hours Year 5
Total Total = 1,108
Avg Hourly Rate Estimated hours
(Calculated above) (Calculated Above)
Year 1 * 554 = Estimated Hours Year 1
Year 2 * 554 = Estimated Hours Year 2
Year 3 * 0 = Estimated Hours Year 3
Year 4 * 0 = Estimated Hours Year 4
Year 5 * 0 = Estimated Hours Year 5
Total Direct Labor Cost with Escalation =
Direct Labor Subtotal before Escalation =
Estimated total of Direct Labor Salary Increase = Transfer to Page 1 NOTES:

3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted.

4. Calculations for anticipated salary escalation must be provided. $73.80 $0.00
$77.49 $0.00
$72,406.41
$63.75 $35,320.20
$66.94 $37,086.21
$70.29 $0.00
Cost Per
Year
$70,640.40
$1,766.01

1. This is not the only way to estimate salary increases. Other methods will be accepted if they clearly indicate the % increas e, the # of years of the contract, and a breakdown of the labor to be performed each year.

2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology)

0.0%

0.0%
100.0%

4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) $70.29
$73.80

3. Calculate estimated hours per year (Multiply estimate % each year by total hours)

50.0%

50.0%
$70,640.40 1,108

1. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) $63.75
$66.94
COST PROPOSAL 1

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (CALCULATIONS FOR ANTICIPATED SALARY INCREA SES)

1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours)

Page 2 of 3 ends

ATTACHMENT B
ITEM 20

COST PROPOSAL

1. Generally Accepted Accounting Principles (GAAP)

2. Terms and conditions of the contract

3. Title 23 United States Code Section 112
- Letting of Contracts

4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures

5. 6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) Prime Consultant or Subconsultant Certifying:

Name**: Title**:

Signature: Date of Certification (mm/dd/yyyy):

Email**: Phone Number:

Address: 80 Blue Ravine Road. Suite 250. Folsom, CA 95630 List services the consultant is providing under the proposed contract:
1/3/2025
COST PROPOSAL 1
Certification of Direct Costs:

Land surveying services.

I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements:

Cesar Montes de Oca President
[email protected] 916-900-6623
23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service
**An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract.

Page 3 of 3 ends

ATTACHMENT B
ITEM 20

COST PROPOSAL
Note: Mark-Ups are Not Allowed
Consultant: WESTWOOD PROFESSIONAL SERVICES
Project No. TBD Contract No. TBD Date
Project Name

DIRECT LABOR
Classification/Title Name Hours Actual Hr Rate Total
SURVEY MANAGER SCOTT ROBERTS 50 76.92$ 3,846.00$
PROJECT ASSISTANT JORDAN SCHMALL 28 28.00$ 784.00$
SENIOR LAND SURVEYOR CHASE MILLER 140 60.00$ 8,400.00$ SENION LAND SURVEYOR STEPHEN PYLE 8 50.00$ 400.00$
SENIOR LAND SURVEYOR BILL KOCH 4 54.00$ 216.00$
SURVEYOR NICHOLAS TALBOT 52 55.00$ 2,860.00$
SURVEYOR ZAIDA MUNOZ 6 40.00$ 240.00$
SURVEYOR RYAN ANDERSEN 6 37.00$ 222.00$
SURVEYOR BEN GARCIA 40 40.00$ 1,600.00$
SURVEY TECH FELISE BLOODGOOD 36 28.00$ 1,008.00$
SURVEY TECH ABDIEL SOLIS 28 30.00$ 840.00$
SURVEY TECH CAMERON JOHNSON 12 23.00$ 276.00$
SURVEY TECH ZACHARY ROHDE 12 28.00$ 336.00$
FIELD SURVEY MANAGER JOSH COX 12 64.00$ 768.00$
PW FIELD SURVEY PARTY CHIEF ALFREDO MEDIN A 40 71.48$ 2,859.20$ PW FIELD SURVEY PARTY CHIEF ERICK JIMENEZ 14 68.38$ 957.32$ PW FIELD SURVEY PARTY CHIEF JASON ANDERSEN 60 70.17$ 4,210.20$ PW FIELD SURVEY CHAINMAN SILAS PYLE 60 64.39$ 3,863.40$ PW FIELD SURVEY CHAINMAN JOSH GARCI A 40 62.87$ 2,514.80$ PW FIELD SURVEY CHAINMAN TANNER THOMPSON 14 67.83$ 949.62$ ADMIN ROSA VILLAREAL 8 47.00$ 376.00$
ADMIN MARIA RAMOS 8 55.00$ 440.00$
ADMIN NICOLE GALLEGO 4 68.00$ 272.00$
PRINCIPAL CHAD KENNEDY 3 103.37$ 310.11$
SENIOR CIVIL ENGINEER MIKE PERSAK 3 125.00$ 375.00$ ENGINEER MATT VINSON 3 60.00$ 180.00$
ASSISTANT ENGINEER JJ BEYRONNEAU 45 46.00$ 2,070.00$
LANDSCAPE ARCHITECT JESSE GRAFTON 80 49.00$ 3,920.00$
LANDSCAPE DESIGNER YASMINE CORDOVA 108 37.50$ 4,050.00$ 924

LABOR COSTS
a) Subtotal Direct Labor Costs 49,143.65$
b) Anticipated Salary Increases $1,118.02
c) TOTAL DIRECT LABOR COSTS [(a) + (b)] 50,261.67$

INDIRECT COSTS
d) Fringe Benefits (Rate: 53.75% ) c) Total Fringe Benefits [(c) x (d)] 27,015.65 $ f) Overhead (Rate: 138.01% ) g) Overhead [(c) x (f)] 69,366.13$ h) General and Administrative (Rate: 0.00% ) i) Gen & Admin [(c) x (h)] -$ j) TOTAL INDIRECT COSTS [(e) + (g) + (i)] 96,381.77$
FIXED FEE k) TOTAL FIXED FEE [(c) + (j)] x fixed fee 10% ] 14,664.34$ l) CONSULTANT’S OTHER DIRECT COSTS (ODC) – ITEMIZE (Add additional pages if necessary) Quantity Unit Unit Cost Total
Traffic Control (Regular Working Hours) 3 Days 3,250.00 $ 9,750.00$ Traffic Control (Nights/Weekends) 1 Days 4,200.00 $ 4,200.00$ i) TOTAL OTHER DIRECT COSTS 13,950.00$
m) SUBCONSULTANTS' COSTS (Add additional pages if necessary) m) TOTAL SUBCONSULTANTS' COSTS -$
n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(l) + (m)] 13,950.00$ TOTAL COST [(c) + (j) + (k) + (n)] 175,257.79$
NOTES:

3. Anticipated salary increases calculation (page 2) must accompany.

2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans.

Description of Item
COST PROPOSAL 1

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES)
January 3, 2025
$90.00 - $200.00
$30.00 - $100.00
$25.00 - $50.00
Range
$60.00 - $100.00
$25.00 - $50.00
$40.00 - $125.00
$21.00 - $100.00
$30.00 - $100.00
$25.00 - $50.00
$25.00 - $50.00
$25.00 - $50.00
$40.00 - $125.00
$40.00 - $125.00
$30.00 - $100.00
$30.00 - $100.00
$40.00 - $80.00
$21.00 - $100.00
$21.00 - $100.00
Ceres Service Road Interchange
$60.00 - $200.00
$40.00 - $140.00
$30.00 - $85.00
$35.00 - $110.00
$25.00 - $60.00
Prime Consultant
Subconsultant
2nd Tier Subconsultant

Page 1 of 3 ends

ATTACHMENT B
ITEM 20

COST PROPOSAL
Direct Labor Total Hours per Avg 5 Year
Subtotal per Cost Cost Proposal Hourly Contract
Proposal Rate Duration
= $53.19 Year 1 Avg
Hourly Rate
Avg Hourly Rate Proposed Escalation
Year 1 + 5.0% = $55.85 Year 2 Avg Hourly Rate
Year 2 + 5.0% = $58.64 Year 3 Avg Hourly Rate
Year 3 + 5.0% = $61.57 Year 4 Avg Hourly Rate
Year 4 + 5.0% = $64.65 Year 5 Avg Hourly Rate
Estimated % Completed Total Hour s per Cost Total Hours pe r
Each Year Proposal Year
Year 1 * 924 = 601 Estimated Hours Year 1
Year 2 * 924 = 231 Estimated Hours Year 2
Year 3 * 924 = 92 Estimated Hours Year 3
Year 4 * 924 = 0 Estimated Hours Year 4
Year 5 * 924 = 0 Estimated Hours Year 5
Total Total = 924
Avg Hourly Rate Estimated hours
(Calculated above) (Calculated Above)
Year 1 * 601 = Estimated Hours Year 1
Year 2 * 231 = Estimated Hours Year 2
Year 3 * 92 = Estimated Hours Year 3
Year 4 * 0 = Estimated Hours Year 4
Year 5 * 0 = Estimated Hours Year 5
Total Direct Labor Cost with Escalation =
Direct Labor Subtotal before Escalation =
Estimated total of Direct Labor Salary Increase = Transfer to Page 1 NOTES:

3. This assumes that one year will be worked at the rate on the cost proposal before salary increases are granted.

4. Calculations for anticipated salary escalation must be provided.

COST PROPOSAL 1

COST-PLUS-FIXED FEE OR LUMP SUM OR FIRM FIXED PRICE CONTRACTS (CALCULATIONS FOR ANTICIPATED SALARY INCREASES)

1. Calculate Average Hourly Rate for 1st year of the contract (Direct Labor Subtotal divided by total hours) $49,143.65 924

1. Calculate hourly rate for all years (Increase the Average Hourly Rate for a year by proposed escalation %) $53.19
$55.85
$58.64
$61.57

3. Calculate estimated hours per year (Multiply estimate % each year by total hours)

65.0%

25.0%

10.0%

0.0%

0.0%
100.0%

4. Calculate Total Costs including Escalation (Multiply Average Hourly Rate by the number of hours) Cost Per
Year
$49,143.65
$1,118.02

2. An estimation that is based on direct labor multiplied by salary increase % multiplied by the # of years is not acceptable. (i.e. $250,000 x 2% x 5 yrs = $25,000 is not an acceptable methodology) $61.57 $0.00
$64.65 $0.00
$50,261.67
$53.19 $31,943.37
$55.85 $12,900.21
$58.64 $5,418.09

Page 2 of 3 ends

ATTACHMENT B
ITEM 20

COST PROPOSAL

1. Generally Accepted Accounting Principles (GAAP)

2. Terms and conditions of the contract

3. Title 23 United States Code Section 112 - Letting of Contracts

4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures

5. 6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) Prime Consultant or Subconsultant Certifying:

Name**: Title**:

Signature: Date of Certification (mm/dd/yyyy):

Email**: Phone Number:

Address: 1165 Scenic Drive, Suite A, Modesto, CA 95350
List services the consultant is providing under the proposed contract:

Land Surveying, Landscape Architecture
I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements:

Dylan Crawford Senior Director
[email protected] 209.571.1765
23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service
**An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. 1/3/2025
COST PROPOSAL 1
Certification of Direct Costs:

Page 3 of 3 ends

ATTACHMENT B
ITEM 20

COUNCIL AGENDA REPORT

CITY COUNCIL
Javier Lopez, Mayor
James Casey, Dist.1
Rosalinda L. Vierra, Dist. 2
Cerina Otero, Dist. 3
Daniel A. Martinez, Dist. 4
MEETING DATE: July 14, 2025
TO: Mayor and City Council
FROM: Shannon Esenwein, Finance Director
Julian Aguirre, Redevelopment & Economic Development Manager CONTACT: Douglas D. Dunford, City Manager
[email protected], (209) 538-5751
SUBJECT:

Resolution No. 202 5-XXX, Approving a n Agreement with
Hinderliter De Llamas & Associates ( dba HDL Companies) for Business Licenses Administration Services , Approving a Budget Amendment, and Authorizing the City Manager to Execute the Agreement
RECOMMENDED COUNCIL ACTION:

Authorize the City Manager to Execute a Professional Services Agreement with Hinderliter De Llamas & Associates (dba HDL Companies) for Business Licenses Administration Services.

I. BACKGROUND:

Since 2017, the City has contracted out the administration of business license services, including the processing of new applications, payment collection, and license renewals.

However, both business owners and City staff have raised ongoing concerns about limited customer service and delays in receiving licenses. Over the past 18 months, City staff have worked closely with the current provider to address these issues and enhance the customer experience. Despite these efforts, the level of service continues to fall short of expectations. Therefore, City staff now recommend transitioning to a new business license administration provider to better serve the needs of local businesses and ensure a higher standard of service delivery.

HDL Companies is a well established firm specializing in municipal tax administration and revenue enhancement services throughout California. Their offerings include business license tax processing, compliance programs, and audit services tailored specific ally for local governments. After evaluating several options, staff identified HDL as the most qualified to meet the City’s current and future needs.

ITEM 21
The proposed agreement with HDL Companies includes:

• Comprehensive business license tax administration

• Tax discovery and compliance outreach
• Audit services to ensure the accuracy and completeness of tax reporting • Online business license renewal and payment services
• Multilingual customer service to support the City’s diverse taxpayer base The City’s current provider has not issued the June 2025 quarterly business license reports. Staff recommends that, upon implementation of HdL’s system, HdL distribute the transition letter along with the June, September, and December quarterly filing materials. Beginning with the annual business license renewal period on April 1, 2026, staff further recommends consolidating all four quarterly reports into a single mailing to business owners.

Throughout the implementation, HdL will work closely with City staff to ensure a seamless transition and minimize disruption to taxpayers. The primary goal is to improve operational efficiency while maintaining a high-quality customer experience. HDL Companies brings a strong track record of successfully managing similar transitions for municipalities across California. Their approach is based in best practices, proactive communication with business license holders, and dedicated support throughout the change. The City expects this new partnership to result in greater efficiency and a significantly improved experience for customers.

II. REASONS FOR RECOMMENDATION:

The City’s existing business license administration agreement expired on September 28, 2024. Since then, services have continued on a month to month basis with the current provider in the hope that performance improvements would lead to a new long term agreement. However, continued concerns have prompted staff to look for alternative providers and recommend approval of a new contract with HDL Companies for Business License Administration Services. HDL brings extensive experience supporting local governments and offers a secure, web -based portal that enables businesses to apply, renew, and pay for licenses online at their convenience. This digital platform significantly reduces the need for in -person visits and manual processing, easing the administrative workload for City staff and improving service delivery for local businesses.

III. FISCAL IMPACTS:

Under the previous agreement, the City paid $10.61 per business license issued and

32.5% of identified revenue for discovery and collection services. During renewal discussions, the current provider proposed higher rates: $16.50 per mailing for quarterly notifications or $25 for annual notifications, along with 40% of identified rev enue for discovery and recovery services. Revenue from the current provider is received daily.

With the proposed increase, the cost would be approximately $200,000 per year for quarterly mailings, or about $75,000 annually for a single annual mailing.

In comparison, the proposed contract with HDL Companies includes the following costs:

ITEM 21
• Processing Fee: $20.00 per mailing
• One-Time Implementation Fee: $5,000
• Optional Bid Management Fee: $2,500 annually, subject to CPI adjustments • Discovery Services Fee: 40% of identified revenue
• Collection Services Fee: 25% of collected revenue

HDL Companies will remit revenue to the City on a monthly basis. They will also provide a full reconciliation to support accurate journal entries for both revenue and expenses.

At the time the FY 26 Budget was prepared, staff was still in the process of negotiating contracts with both vendors. Regardless of which vendor was ultimately selected, a change in the fee structure will happen. The City's existing provider, shifted from a per - business license fee model to a per -mailing fee model, which significantly increased the overall cost of processing business licenses. The per-mailing fee model is the same model used by HDL

The FY 25 Budget included $18,995 for business license processing. In anticipation of increased costs associated with updated pricing structures, staff allocated $44,180 in the FY 26 Budget. As part of the transition to a new annual mailing process, staff recommends conducting two mailings during this first year. The first mailing will inform business owners of the upcoming changes and include the remaining quarterly statements; the second will support the standard renewal period beginning April 1. While this approach will increase costs in the first year, it is expected to generate savings in future years through reduced mailing frequency. This transition process would be the same regardless of the selected vendor. To fully fund the agreement with HdL Companies, staff is requesting an additional $81,000 in appropriations from General Fund Reserves to Account 10073.029900. This amount includes system setup costs and both scheduled mailings for FY 26.

As part of the transition, H DL will assist the City with implementing and managing an updated business license renewal notice process. This support is expected to improve compliance and streamline communication with business owners, enhancing overall service delivery.

IV. EXISTING POLICY / RELATIONSHIP TO THE STRATEGIC PLAN:

N/A

V. POLICY ALTERNATIVES:

N/A

VI. INTERDEPARTMENTAL COORDINATION:

Finance and the Redevelopment and Economic Development Manager worked closely together in selecting the vendor.

VII. PUBLIC PARTICIPATION:

N/A

ITEM 21
VIII. ENVIRONMENTAL REVIEW:

N/A
IX. STEPS FOLLOWING APPROVAL:

Upon approval by the City Council, the Finance Department, in coordination with the Redevelopment and Economic Development Manager, will proceed with the transition to HDL Companies for Business License Administration Services.

Approved by: _____________________
Douglas D. Dunford,
City Manager
Attachments:

1. Attachment A – Resolution

2. Attachment B – Budget Amendment

3. Attachment C – Agreement
ITEM 21

ATTACHMENT A
RESOLUTION NO. 2025-XXX

APPROVING AN AGREEMENT WITH HINDERLITER DE LLAMAS &

ASSOCIATES DBA HDL COMPANIES FOR BUSINESS LICENSE

ADMINISTRATION SERVICES, APPROVING A BUDGET AMENDMENT, AND

AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT

THE CITY COUNCIL
City of Ceres

WHEREAS, the City of Ceres has outsourced business license administration services since 2017 which includes the processing of new applications, payment collection and license renewals; and

WHEREAS, staff and business owners have raised ongoing concerns about limited customer service and delays in receiving licenses; and

WHEREAS, the staff recognizes the importance of customer service in its licensing process and wants to ensure the efficient and effe ctive administration of business licenses services; and

WHEREAS, staff identified HDL as the most qualified to meet the City’s current and future business licensing needs; and

WHEREAS, a budget amendment is necessary to provide funding for total appropriations in the amount of $81,000 to account 10073.029900; and

WHEREAS, HDL brings extensive experience managing similar transitions for municipalities across California.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ceres does hereby approve an agreement with Hinderliter de Llamas & Associates dba HDL Companies for a business license administration services , approves a budget amendment, and authorizes the City Manager to Execute the Agreement.

BE IT FURTHER RESOLVED the City of Ceres Finance Director is hereby authorized and directed to record the appropriate accounting entries.

PASSED AND ADOPTED by the Ceres City Council at a regular meeting thereof held on the 14th day of July 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

________________________________
Javier Lopez, Mayor
ATTEST:

_________________________________
Fallon Martin, City Clerk
ITEM 21
ITEM 21
Budget Amendment No.

Fiscal Year
Reference Resolution No . , dated authorizing appropriations for as follows:

Appropriations:

Fund Name Org. Object Project
(if appl.)
Appropriation
Amount
Requested Appropriation
Current Appropriation
Total Appropriation
Estimated Revenues:

Fund Name Org. Object Project
(if appl.)
Appropriation
Amount
Estimated Revenue
Current Estimated Revenue
Total Estimated Revenue
Fiscal Impact:

ITEM 21
ITEM 21

PROFESSIONAL SERVICES AGREEMENT
City of Ceres and HDLCOMPANIES

Page 1 of 19 ends

PROFESSIONAL SERVICES AGREEMENT

THIS PROFESSIONAL SERVICES AGREEMENT ( Agreement ) is made and entered into on July 15, 20 , by and between the City of Ceres, a California municipal , and Hinderliter De Llamas & Associates dba HDL Companies a California corporation Professional . City and Professional may herein be referred to individually as a as . There are no other parties to this Agreement.

RECITALS

A. City seeks to hire an independent contractor to perform business license tax and fees administration services for the City

B. Professional has submitted a proposal to City to provide such professional services. A description of the services Professional proposes to provide is attached hereto as Exhibit A: Scope of Services. City desires to retain Professional to perform the Services, subject to the terms and conditions set forth in this Agreement.

C. The Parties have outlined the rates and method of payment to Professional for its performance of the Services under this Agreement, which shall be included in Exhibit A: Scope of Services.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the Parties agree as follows:

AGREEMENT

Section 1. Recitals .
hereby incorporated into and made part of this Agreement by this reference. In the event of any inconsistency between the Recitals and Sections 1 through 32 of this Agreement, Section 1 through 32 shall prevail.

Section 2. Term . The term of this Agreement shall be three (3) years with the option to renew an additional two (2) year and will commence on July 15, 2025, and terminate on June 30, 2028 unless the Term is extended, or the Agreement is terminated earlier pursuant to this Agreement.

Section 3. Extension of Agreement . City may elect to extend this Agreement for two (2) additional years
the City Manager to Professional thirty (30) days prior to the expiration of this Agreement.

ATTACHMENT C
ITEM 21

PROFESSIONAL SERVICES AGREEMENT
City of Ceres and HDLCOMPANIES

Page 2 of 19 ends

Section 4. Work .

4.1. Services . Subject to the terms and conditions set forth in this Agreement, Professional shall provide City the Services described in Exhibit A. If any conflicts exist between the terms of this Agreement and Exhibit A, the terms of this Agreement shall control. Any request for Services not included in Exhibit A will be considered a request for additional or modified compensation for any Modification of the Services unless the Parties agree otherwise in a writing executed by both Parties.

4.2. City Requested Modification of Services . City may, by written order, authorize Modifications to the Services described in Exhibit A. If such Modifications cause an increase in written amendment to this Agreement to adjust the Services and the rates to be paid to Professional.

The Services shall not be revised unless City and Professional mutually agree to a written amendment to this Agreement reflecting such revisions, additional compensation, time for performance, or such other terms or conditions mutually agreed upon by the Parties.

4.3. Professional Requested Modification in Services . Professional shall not be compensated for work outside the Services described in this Agreement, unless, prior to the commencement of the Services:

(a) Professional provides City with written notice that specific work requested by City or required to complete the Project is outside the agreed upon Services. Such notice shall:
(i) be supported by substantial evidence that the work is outside the Services; and (ii) set forth the City
to approve the Modification to the Services; and

(b) City agrees that the work requires a Modification.

Section 5. Compensation .

5.1. Amount, Time, and Manner of Payment for Professional Services . City shall pay Professional according to the rates and timing set forth in Exhibit A. City to Professional shall not exceed three hundred thousand dollars ($300,000.00) ) unless the Parties mutually agree in writing otherwise. Professional hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Professional anticipates and that Professional shall not be entitled to additional compensation unless agreed otherwise by the Parties. This limit does not apply to compensation for services which are billed a contingency fee based on revenue recovered, or to payment processing services which are billed according to usage.

5.2. Subsequent Payments . City shall make monthly payments in the amount invoiced by Professional within forty-five (45) calendar days of receiving such invoice. In the event that an amount of an invoice is in dispute, City shall inform Professional of the amount and basis for the dispute and may withhold the amount which is in dispute until the dispute has been resolved.

ATTACHMENT C
ITEM 21

PROFESSIONAL SERVICES AGREEMENT
City of Ceres and HDLCOMPANIES

Page 3 of 19 ends

5.3. Invoices . Professional shall provide City with monthly invoices sufficiently City
by Professional shall be in a form approved by City. The payments specified shall be the only payments made to Professional for performance of the Services, including compensation for any Modification. Professional shall submit all billings for Services to City within forty-five (45) days of the performance of such Services. City shall issue payment according to City ary
procedures and practices for issuing payments to independent contractors.

5.4. Reimbursement . City shall pay Professional for reimbursable expenses specified in Exhibit A incurred related to Professional
of the Services. Such reimbursable
costs shall be invoiced and billed to City on a monthly basis.

Section 6. Notice to Proceed . Professional shall not commence the performance of the Services until it has been given notice by City
.

Section 7 Time of Performance . Professional will commence performance of the Services within five (5) calendar days of the date the Notice to Proceed. The time of performance is a material term of this Agreement relied on by City in entering into this Agreement.

Section 8. Professiona
. Professional shall, at its sole cost and expense, furnish all facilities, equipment, materials, information, personnel, and administrative assistance which may be required to perform its obligations under this Agreement, with the exception of items of City assistance specified in Exhibit A.

Section 9. Duties of City. In order to permit Professional to render the services required hereunder, City shall, at its expense and in a timely manner: (a) Provide such information as Professional may reasonably require to undertake or perform the Services; (b) Promptly review any and all documents and materials submitted to City by Professional in order to avoid

Section 10. Time and Personnel Devoted to Services . Professional shall devote such time and personnel to the performance of this Agreement, as is necessary to perform the Services in compliance with this Agreement.

Section 11. Performance by Qualified Personnel; No Subcontracting . Services under this Agreement shall be performed only by competent personnel under the supervision and direct employment of Professional. Professional will conform with City assignment of personnel, but all personnel, including those assigned at City supervised by Professional. Professional is prohibited from subcontracting this Agreement or any part of it unless such subcontracting is expressly approved by City in writing. Neither Party shall, on the basis of this Agreement, contract on behalf of, or in the name of the other Party. An agreement made in violation of this provision shall confer no rights on any Party and shall be null and void.

ATTACHMENT C
ITEM 21

PROFESSIONAL SERVICES AGREEMENT
City of Ceres and HDLCOMPANIES

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Section 12. Representations of Professional . City relies upon the following representations by Professional in entering into this Agreement:

12.1. Qualifications . Professional represents that it is qualified to perform the Services provided in Exhibit A and that it possesses the necessary licenses and permits required to perform the Services or will obtain such licenses or permits prior to the time such licenses or permits are required. Professional shall also ensure that all subcontractors are similarly licensed and qualified.

Professional represents and warrants to City that Professional shall, at Professional's sole cost and expense, keep in effect or obtain at all times during the Term of this Agreement, any licenses, permits, and approvals which are legally required for Professional to practice Professional's profession at the time the Services are rendered.

12.2. Professional Performance . Professional represents that all Services under this Agreement shall be performed in a manner consistent with the professional skill and care ordinarily provided by consultants practicing in the same or similar locality under the same or similar circumstances.

Professional shall perform its services as expeditiously as is consistent with such professional skill and care and as necessary for the orderly progress of the Project. Professional agrees that, if a Service is not so performed, in addition to all of its obligations under this Agreement and at law, Professional shall re-perform or replace unsatisfactory Service at no additional expense to City.

12.3. No Waiver of Claims . The granting of any progress payment by City, or the receipt thereof by Professional, or any inspection, review, approval or oral statement by any representative of City, or state certification shall not, in any way, waive, limit, or replace any certification or approval procedures normally required or lessen the liability of Professional to re-perform or replace unsatisfactory Service, including, but not limited to, cases where the unsatisfactory character of such Service may not have been apparent or detected at the time of such payment, inspection, review or approval.

12.4. City
. Nothing in this Section shall constitute a waiver
or limitation of any right or remedy, whether in equity or at law, which City or Professional may have under this Agreement or any applicable law. All rights and remedies of City, whether under this Agreement or applicable law, shall be cumulative.

12.5. No Conflict of Interest . Professional represents that no conflict of interest will be created under state or federal law by entering into or in carrying out this Agreement.

Section 13. Conformity with Law and Safety. Professional shall observe and comply with all applicable laws, ordinances, codes, regulations, and permits of governmental agencies, including federal, state, municipal and local governing bodies having jurisdiction over any or all of the scope of Services, including all provisions of the Occupational Safety and Health Act of 1979 as amended, all California Occupational Safety and Health Regulations, the California Building Code, the Americans with Disabilities Act, any copyright, patent, or trademark law, and all other applicable federal, state, municipal and local safety regulations, appropriate trade association safety standards, and appropriate equipment manufacturer instructions. All Services performed by Professional must be in accordance with these laws, ordinances, codes, and regulations, including the administrative policies and guidelines of City pertaining to the work

ATTACHMENT C
ITEM 21

PROFESSIONAL SERVICES AGREEMENT
City of Ceres and HDLCOMPANIES

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comply with any laws, ordinances, codes, or regulations applicable to the performance of the Services hereunder shall constitute a breach of contract. In cases where standards conflict, the standard providing the highest degree of protection shall prevail.

If a death, serious personal injury, or substantial property damage occurs in connection with the performance of this Agreement, Professional shall immediately notify City Manager by telephone. If any accident occurs in connection with this Agreement, Professional shall promptly submit a written report to City, in such form as City may require. This report shall include the following information: (a) Name and address of the injured or deceased person(s); (b) Name and address of Professional's subcontractor, if any; (c) Name and address of Professional's liability insurance carrier; and (d) A detailed description of the accident, including whether any of City's equipment, tools or materials were involved.

If a release of a hazardous material, substance, or waste occurs in connection with the performance of this Agreement, Professional shall immediately notify City Manager.

Section 14. Contact by Professional with Project Owner or Project Applicant . Unless otherwise set forth in the Services, neither Professional nor Professional's subcontractors shall directly contact the owner of the property involved in the Project or any party who is the applicant ee or contractor of an Interested Party, on any
matter relating to the Project without the prior consent of City. In no event shall Professional take any instructions or directions from an Interested Party on any matter pertaining to the Professional's Services to be performed for City under this Agreement.

Section 15. Confidentiality. Professional understands and agrees that, in the performance of Services under this Agreement or in the contemplation thereof, Professional may have access to private or confidential information that may be owned or controlled by City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City

Professional shall not, either during or after the Term, disclose to any third party any Confidential Information without the prior written consent of City. If City gives Professional written authorization to make any such disclosure, Professional shall do so only within the limits and to the extent of that authorization. Professional may be directed or advised by the City Counsel on various matters relating to the performance of the Services on the Project or on other matters pertaining to the Project and, in such event, Professional agrees that it will treat all communications between itself, its employees and its subcontractors as being communications which are within the attorney-client privilege.

Notwithstanding the foregoing, Professional may disclose Confidential Information required to be disclosed under law, provided that, prior to disclosure, Professional shall first give notice to City and make a reasonable effort to obtain a protective order requiring that City Information not be disclosed. This exception is limited to the extent disclosure is required under law.

ATTACHMENT C
ITEM 21

PROFESSIONAL SERVICES AGREEMENT
City of Ceres and HDLCOMPANIES

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Section 16. Ownership of Work Product . Any and all work, artwork, copy, posters, billboards, photographs, videotapes, audiotapes, systems designs, software, reports, designs, specifications, drawings, diagrams, surveys, source codes, professional or technical information or data, photographs, notes, letters, emails or any original works of authorship created by Professional or its subcontractors or subcontractors in connection with Services performed under e as defined under Title 17 of the United States
Code, and all copyrights in such works are the property of City. In the event it is ever determined that any Product created by Professional or its subcontractors, or subcontractors under this Agreement, are not works for hire under U.S. law, Professional hereby assigns all copyrights to such Products to City. With the prior written approval of City Professional may retain and use copies of such Products for reference and as documentation of its experience and capabilities.

All Products shall become the property of City irrespective of where located or stored, and Professional agrees to deliver all such documents and information to City, without charge and in whatever form it exists, on the completion of the Professional's Services hereunder. Professional shall have no ownership interest in such Products.

All work product of Professional under this Agreement, including written information which City will cause to be distributed for either internal or public circulation, including both preliminary and final drafts, shall be delivered to City in both printed and electronic form, or as may be specified in Exhibit A. This does not include any software, programs, methodologies or systems used in the creation of such work product, nor does it include any drafts, notes or internal communications prepared by Professional in the course of performing the Services that were not otherwise provided to City in either hardcopy or electronic form, all of which may be protected by Professional or y.

Upon the conclusion of the Term or in the event of Termination of this Agreement, Professional agrees, at its expense and in a timely manner, to return to City all documents, drawings, photographs and other written or graphic material, however produced, that it received from City, its contractors, or agents, in connection with the performance of its Services under this Agreement.

All materials shall be returned in the same condition as received.

Section 17. Assignment Prohibited . No Party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempt or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect.

Section 18. Excusable Delays; Notice to Other Party of Delay . Professional shall not be in breach of this Agreement in the event that performance of Services is temporarily interrupted or disturbances, insurrections, explosion, natural disasters such as floods, earthquakes, landslides, fires, strikes, lockouts and other labor disturbances or other catastrophic events, which are beyond the reasonable control of Pro
the facilities of
any public utility where such failure is due solely to the acts or omissions of the Professional.

ATTACHMENT C
ITEM 21

PROFESSIONAL SERVICES AGREEMENT
City of Ceres and HDLCOMPANIES

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Section 19. Suspension of Services by City. City reserves the right to suspend Professional's Services under this Agreement when City determines that it is necessary to do so. When possible, City shall give Professional notice of such suspension and Professional shall, upon receipt of said notice, suspend all Services except any Services, the completion of which is authorized by the notice given by City. If the Services are suspended by City for more than sixty (60) consecutive days, for reasons other than the fault of the Professional, the Professional shall be compensated for Services performed prior to notice of such suspension. When the Project is resumed, the Professional's compensation shall be equitably adjusted by City to provide for expenses incurred by the interruption of the Services. In this regard, Professional shall furnish to City such financial information that, in the judgment of the City Manager, is necessary to determine the reasonable value of the Services rendered by Professional during the period when Services were suspended.

Section 20. Termination of Work by City for Its Convenience . City shall have the right to terminate this Agreement at any time for its convenience by giving notice of such termination to Professional
. In the event City shall give such notice of forty-five (45) days termination notice is required, Professional shall cease rendering Services upon receipt of said notice given as required in this Agreement. If City terminates this Agreement:

(a) Professional shall deliver copies of all Products prepared by it pursuant to this Agreement.

(b) If City terminates this Agreement for convenience before City issues the Notice to Proceed to Professional or before Professional commences any Services hereunder, whichever last occurs, City shall not be obligated to make any payment to Professional. If City terminates this Agreement after City has issued the Notice to Proceed to Professional and after Professional has commenced performance under this Agreement, City shall pay Professional the reasonable value of the Services rendered by Professional pursuant to this Agreement prior to termination of this Agreement. City shall not in any manner be liable for Professional's actual or projected lost profits had Professional completed the Services. Professional shall furnish to City such financial information that, in the judgment of the City Manager, is necessary to determine the reasonable value of the Services rendered by Professional prior to termination.

(c) Except as provided in this Agreement, in no event shall City be liable for costs incurred by or on behalf of Professional after the date of the notice of termination.

(d) Notwithstanding this Section, this Agreement may be terminated by City for cause based on the loss or suspension of any licenses, permits or registrations required for the continued as set forth in this Section shall relieve City from compensating Professional.

Section 21. Assurance of Performance . If, at any time, City believes Professional may not be adequately performing its obligations under this Agreement or may fail to complete the Services as required by this Agreement, City may submit a written request to Professional for written assurances of performance and a plan to correct observed deficiencies in Professional's

ATTACHMENT C
ITEM 21

PROFESSIONAL SERVICES AGREEMENT
City of Ceres and HDLCOMPANIES

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performance. Failure to provide written assurances subsequent to such written request, constitutes grounds to declare a breach under this Agreement.

Section 22. Cancellation for Breach by Either Party . Should either Party fail to substantially perform its obligations in accordance with the provisions of this Agreement, the other Party shall thereupon have the right to cancel the Agreement by giving written notice of forty- five (45) day notice and specifying the effective date of such cancellation. If City cancels this Agreement for breach and it is subsequently determined that Professional did not fail to substantially perform its obligations in accordance with this Agreement, then cancellation for breach by City shall be deemed, and treated, as termination for convenience.

Neither Party waives the right to recover damages against the other for breach of this Agreement, including any amount necessary to compensate City for all detriment proximately caused by Professional's failure to perform its obligations hereunder or which in the ordinary course of things would be likely to result therefrom. City reserves the right to offset such damages against any payments owed to Professional.

City shall not in any manner be liable for Professional's actual or projected lost profits had Professional completed the Services required by this Agreement.

Section 23. Arbitration of Disputes. All claims, disputes and other matters in question between City and Professional arising out of, or relating to this Agreement or the breach thereof, including claims of Professional for extra compensation for Services related to the Project, shall be decided by arbitration before a single arbitrator in accordance with the provisions of Sections Arbitration Laws
Parties mutually agree otherwise. The provisions of Section 1283.05 of the Arbitration Laws apply to any arbitration proceeding except as otherwise provided in this Agreement. The arbitrator shall have authority to decide all issues between the Parties including, but not limited to, claims for extras, delay and liquidated damages, if any, provided for in this Agreement, matters involving defects in the work product of the Professional, rights to payment, and whether the necessary procedures for arbitration have been followed. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

Notice of the demand for arbitration shall be filed in writing with the other Party. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations.

The Parties shall jointly appoint an arbitrator within fifteen (15) calendar days of the date of giving the notice of the demand for arbitration. If the Parties are unable to jointly agree upon the appointment of an arbitrator within said fifteen (15) calendar day period, and do not agree in writing to extend said period for a fixed period, then either Party may seek to have the arbitrator appointed by the Superior Court of Stanislaus County in accordance with the Arbitration Laws.

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ITEM 21

PROFESSIONAL SERVICES AGREEMENT
City of Ceres and HDLCOMPANIES

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If any proceeding is brought to contest the right to arbitrate and it is determined that such right exists, the losing Party shall pay all costs and attorneys' fees incurred by the prevailing party.

In addition to the other rules of law which may be applicable to any arbitration hereunder, the following shall apply:

(a) Promptly upon the filing of the arbitration each Party shall be required to set forth in writing and to serve upon each other Party a detailed statement of its contentions of fact and law.

(b) All parties to the arbitration shall be entitled to the discovery procedures as provided in Section 1283.05 of the California Code of Civil Procedure.

(c) The arbitration shall be commenced and conducted as expeditiously as possible consistent with affording reasonable discovery as provided herein.

(d) These additional rules shall be implemented and applied by the arbitrator.

The costs of arbitration shall be borne by the Parties as determined by the arbitrator, but each Party shall bear its own attorney's fees associated with the dispute with the other Party and to the arbitration.

Section 24. Insurance Coverage . During the Term, the Professional shall maintain in full force and effect policies of insurance set forth herein, which shall be placed with insurers with a current City with written proof of said insurance.

Professional shall maintain coverage as follows:

24.1. General Liability. Professional shall carry general liability insurance in the amount of Two Million Dollars ($2,000,000.00) per occurrence for bodily injury, personal injury, and property damage. If commercial general liability insurance or another form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Project or the general aggregate shall be Two Million Dollars ($2,000,000.00).

24.2. . Professional shall carry
($1,000,000.00) per accident, with a One Million Dollar ($1,000,000.00) policy limit for bodily injury by disease.

24.3. Errors and Omissions Liability . Professional shall carry errors and omissions liability insurance in the amount of no less than Two Million Dollars ($2,000,000.00) per claim or greater if appropriate for the Professional's profession. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, elected and appointed councils, commissions
City
Professional shall provide a financial guarantee satisfactory to the City

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ITEM 21

PROFESSIONAL SERVICES AGREEMENT
City of Ceres and HDLCOMPANIES

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guaranteeing payment of losses and related investigations, claims administration and defense expenses.

24.4. Commercial Automobile Liability . Professional shall carry commercial automobile liability insurance in the amount of One Million Dollars ($1,000,000) or greater per occurrence for owned, leased, hired, and borrowed automobiles.

24.5. Waiver of Subrogation . With the exception of errors and omissions liability insurance, Professional hereby agrees to waive subrogation which any insurer of Professional may acquire from Professional by virtue of the payment of any loss. The commercial general liability policy policy shall be endorsed to contain a waiver of subrogation in favor of City for all work performed by Professional, its agents, employees, independent contractors, and subcontractors. Professional agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation.

Section 25. Additional Insurance Requirements . Within five (5) days of the commencement of the Term, Professional shall provide City with certificates of insurance for all of the policies insurance. Such Certificates shall be kept current for the Term of the Agreement and Professional shall be responsible for providing updated copies and notifying City if a policy is cancelled, and errors and
omissions liability insurance, all of the insurance policies required in this Agreement shall:

(a) Provide that the policy will not be cancelled, allowed to expire, or materially reduced City of such cancellation,
expiration, or reduction and each policy shall be endorsed to state such;

(b) Name City, and City
of Services, work, or operations performed by or on behalf of Professional;

(c) Cover products and completed operations of Professional, premises owned, occupied, or used by the Professional, or automobiles owned, leased, or hired or borrowed by the Professional; contain no special limitations on the scope of protection afforded to City;

(d) Be primary with respect to any insurance or self-insurance programs covering City or City -insurance maintained by City or City

(e) Contain standard separation of insured provisions; and

(f) State that any failure to comply with reporting or other provisions of the policy including breaches of warranties shall not affect the coverage provided to City.

Section 26. Indemnification by Professional. To the fullest extent permitted by law (including, without limitation, California Civil Code sections 2782 and 2782.8), Professional shall defend with legal counsel reasonably acceptable to City, indemnify and hold harmless the City and

ATTACHMENT C
ITEM 21

PROFESSIONAL SERVICES AGREEMENT
City of Ceres and HDLCOMPANIES

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limitation, injury to or death of an employee of Professional or its subcontractors), expense and liability of every kind, nature and description that arise out of, pertain to or relate to acts or omissions of Professional, or any direct or indirect subcontractor, employee, contractor, representative or agent of Professional, or anyone that Professional controls (collectively

shall not apply to the extent that such Liabilities are caused in whole by the sole negligence, active ilities.

With respect to third-party claims against the Professional, the Professional waives any and all

Section 27. Liability of City. Notwithstanding any other provision of this Agreement, in no event shall City be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect, or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with this Agreement or the Services performed in connection with this Agreement.

Section 28. Independent Contractor . At all times during the Term, Professional shall be deemed to be an independent contractor and shall be wholly responsible for the manner in which Professional performs the Services required under this Agreement. Professional shall be liable for its acts and omissions and those of its employees, contractors, subcontractors, representatives, volunteers, and its agents. Nothing contained herein shall be construed as creating an employment, agency, or partnership relationship between City and Professional. City shall have the right to Agreement; however, City shall not have the right to control the means by which Professional accomplishes Services rendered pursuant to this Agreement.

Section 29. Professional Not Agent . Except as City may specify in writing, Professional shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Professional shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

Section 30. Payment of Taxes and Other Expenses . Payment of any taxes, including California sales and use taxes, levied upon this Agreement, the transaction, or the Services or goods delivered pursuant hereto, shall be the obligation of Professional.

Section 31. Notices. Any notice or communication required hereunder between City and Professional must be in writing, and may be given either personally, by registered or certified mail (return receipt requested), or by Federal Express, UPS or other similar couriers providing overnight delivery. If personally delivered, a notice shall be deemed to have been given when delivered to the Party to whom it is addressed. Notices given by registered or certified mail shall be deemed to have been given and received on the first to occur of (a) actual receipt by any of the addressees designated below as the party to whom notices are to be sent, (b) on the date delivered as shown on a receipt issued by the courier, or (c) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similar courier, a notice or communication shall be deemed to have

ATTACHMENT C
ITEM 21

PROFESSIONAL SERVICES AGREEMENT
City of Ceres and HDLCOMPANIES

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been given and received on the date delivered as shown on a receipt issued by the courier. Any Party hereto may at any time, by giving ten (10) days written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at the addresses in this paragraph set forth below:

If to City:

City of Ceres
Attn: City Manager
2220 Magnolia Street
Ceres, California 95307

With courtesy copies to:

White Brenner LLP
Attn: Nubia I. Goldstein
1608 T Street
Sacramento, CA 95811

If to Professional:

HDL Companies
Attention: Contracts
120 S. State Blvd, Suite 200
Brea, CA 92821

Section 32. General Provisions.

A. Modification. No alteration, modification, or termination of this Agreement shall be valid unless made in writing and executed by all Parties.

B. Waiver. No covenant, term, or condition or the breach thereof shall be deemed waived, except by written consent of the Party against whom the waiver is claimed, and any waiver of the breach of any covenant, term, or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term, or condition.

C. Assignment. No Party shall assign, transfer, or otherwise dispose of this Agreement in whole or in part to any individual, firm, or corporation without the prior written consent of the other Party. Subject to the forgoing provisions, this Agreement shall be binding upon, and inure to the benefit of, the respective successors and assigns of the Parties.

D. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of California.

E. Venue . Venue for all legal proceedings shall be in the Superior Court of California for the County of Stanislaus.

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PROFESSIONAL SERVICES AGREEMENT
City of Ceres and HDLCOMPANIES

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F. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.

G. Severability. If this Agreement in its entirety is determined by a court to be invalid or unenforceable, this Agreement shall automatically terminate as of the date of final entry of judgment. If any provision of this Agreement shall be determined by a court to be invalid and unenforceable, or if any provision of this Agreement is rendered invalid or unenforceable according to the terms of any federal or state statute, which becomes effective after the execution of this Agreement by any Party, the remaining provisions shall continue in full force and effect and shall be construed to give effect to the intent of this Agreement.

H. Audit. City shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Professional charges to City under this Agreement.

I. Entire Agreement. This Agreement sets forth the entire understanding between the Parties as to the subject matter of this Agreement and merges all prior discussions, negotiations, proposal letters or other promises, whether oral or in writing.

J. Supersedes Prior Agreement . It is the intention of the Parties hereto that this Agreement shall supersede any prior agreements, discussions, commitments, or representations, whether written, electronic or oral, between the Parties with respect to the subject matter of this Agreement.

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

L. Successors and Assigns . All representations, covenants, and warranties specifically set forth in this Agreement, by or on behalf of, or for the benefit of, any or all of the Parties hereto, shall be binding upon and inure to the benefit of such Party, its successors and assigns.

M. Interpretation. As used herein, any gender includes each other gender, the singular includes the plural and vice versa.

N. Mandatory and Permissive

O. . If any action at law or in equity, including action for declaratory relief, is brought to enforce or interpret provisions of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.

P. Time is of the Essence. Time is of the essence in this Agreement for each covenant and term of a condition herein.

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PROFESSIONAL SERVICES AGREEMENT
City of Ceres and HDLCOMPANIES

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Q. Authority. All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states or firms and that all former requirements necessary or required by the state or federal law in order to enter into the Agreement have been fully complied with. Further, by entering into this Agreement, neither Party hereto shall have breached the terms or conditions of any other contract or agreement to which such Party is obligated, which such breach would have a material effect hereon.

R. Drafting and Ambiguities. Each Party acknowledges that it has reviewed this Agreement with its own legal counsel, and based upon the advice of that counsel, freely entered into this Agreement. Each Party has participated fully in the review and revision of this Agreement. Any rule of construction that ambiguities are to be resolved against the drafting party does not apply in interpreting this Agreement.

[Signatures on Following Page]

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PROFESSIONAL SERVICES AGREEMENT
City of Ceres and HDLCOMPANIES

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last day and date below written.

CITY:

CITY OF CERES, a California municipal corporation

By:__________________________
Douglas D. Dunford, City Manager

Date:_________________________

PROFESSIONAL:

HDL Companies, a California corporation

By:___________________________
Joshua Davis, TFA Vice President

Date:__________________________
Approved as to Form:

_______________________________
Nubia I. Goldstein, City Attorney

ATTACHMENT C
ITEM 21

EXHIBIT A

Business License Tax and Fees Administration

SCOPE OF SERVICES

Professional will provide the following Services relative to business license tax administration.

1. Operations Management Services:

1.1. Establish and maintain database of City businesses.

1.2. Receive and process applications, renewals and payments in a timely fashion.

1.3. Send renewal notices to active businesses within 30 days of the renewal period end date or at another interval specified and mutually agreed by the City .

1.4. Provide businesses multiple options for submitting applications, renewals, payments, or support requests (including via website, email, mail, phone, and fax. Professional license specialists will be available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific).

1.5. Remit revenue to City no less than monthly on a mutually agreed date by both parties.

1.6. Provide City staff access to website portal offering business registry inquiry, reporting, and electronic department approval capabilities.

2. Compliance Services:

2.1. Identify and register businesses which are subject to licensure or taxation.

2.2. Collect known debt as pertains to business license or tax.

2.3. Identify under-reported tax liability.

3. Discovery Services:

3.1. Develop a list of businesses subject to City licensure or taxation.

3.2. Notify non-compliant businesses of their options to comply or dispute their non-compliant status. Notification and support to businesses will be facilitated through the website, mail, email, phone and fax.

3.3. Review information and forms submitted by the business for completion and accuracy, inclusive of any additional required documentation (i.e. home occupation permit). All submissions are filed and stored electronically and made available to City upon request.

3.4. Provide businesses with detailed invoicing and options to pay via website, mail, and phone.

3.5. Remit revenue to Client monthly, along with all business applications and any additional documentation as requested by the City.

4. Collection Services:

4.1. Identify businesses subject to City licensure or taxation which have known debt to City and have failed to pay within an appropriate time frame.

4.2. Notify businesses of their options to comply or dispute their non-compliant status.

4.3. Provide businesses with detailed invoicing and options to pay via website, mail and phone.

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4.4. Remit revenue to City no less than weekly on an agreed upon date.

5. Audit Services:

5.1. Identify potential under-reporting and/or misclassified businesses.

5.2. Audit businesses mutually agreed to by City and Professional that are identified as potential under-reporting businesses.

5.3. Submit audit summaries to City and discuss further actions.

5.4. Educate businesses on proper reporting practices.

5.5. Invoice and collect identified deficiencies.

6. Online Payment Processing:
services include PCI compliant payment processing services which supports both credit card and eCheck transactions.

6.1. City Responsibilities

6.1.1. As a condition to its receipt of the Service, City shall execute and deliver any and all applications, agreements, certifications or other documents required by payment processor, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by payment service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.

6.1.2. City hereby grants Professional the full right, power and authority to request, receive and review any Data or records reflected in a Transaction report. City represents and warrants that it has the full right and authority to grant these rights.

FEES

7. Operations Management Services

7.1. Fees for performing operations management Services shall be $20.00 for each processed account, which is any account for which an application or renewal/return was processed, or active account which was sent a renewal notice.

7.2. One-time implementation fee of $5,000.00.

7.3. Optional: BID Management - $2,500.00 annually + CPI

7.4. Fees will be increased as of July 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the ual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of five percent (5%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 5%.

7.5. Fees related to travel and lodging expenses are billed at cost and apply to all meetings (including implementation, training, operations and support). Travel expenses only apply to out-of-scope travel and must therefore be pre-approved by City.

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7.6. Fees will be invoiced monthly to City for Services performed during the prior month. Fees will be invoiced to City via email to [email protected]. City will submit payment for any balance due to Professional within 45 days of receiving the invoice.

8. Compliance Services

8.1. Fees for performing compliance Services apply to all monies received for the current tax/license period and any other prior period collected (including monies received for taxes, penalties, interest, and fees).

8.1.1. Fees for performing discovery Services shall be a contingency Fee of 40% of the revenues received as a result of the Services.

8.1.2. In the event that City discovers a non-compliant business and reports the business to Consultant (including a calculation of all taxes/fees due), Consultant will categorize the business as a collection service effort and thus apply the lower collection Services contingency fee rate.

8.1.3. Fees for performing collection Services shall be a contingency Fee of 25% of the revenues received as a result of the Services.

8.1.4. Fees for performing audit Services shall be a contingency Fee of 40% of the revenues received as a result of the Services.

8.2. Consultant recognizes C
authority to waive or reduce the tax/fee debt of a business.

Should City decide to do so for a business whose deficiency was identified by Professional, Professional shall be entitled to compensation in the amount of one half (1/2) of the Fees Professional would have otherwise earned. Deficiencies which are uncollectable due to insolvency or dissolution of the business, or for deficiencies which are otherwise incapable of collection (i.e. statute of limitation or other legal defense) shall not be considered a City voluntary election to waive, and thus, Professional would not be entitled to compensation related thereto under this provision.

8.3. The fee shall be paid notwithstanding any related City assistance, work in parallel, and/or Services.

8.4. Fees related to travel and lodging expenses are billed at cost and applied to all meetings (including implementation, training, operations, and support). Travel expenses only apply to out-of-scope travel and must therefore be pre-approved by City

8.5. Fees will be invoiced monthly to City for Services performed during the prior month. Fees will be invoiced to the City via email to [email protected]. City will submit payment for any balance due to Professional within 45 days of receiving the invoice.

9. Payment Processing Professional will configure payment processing services to utilize either a taxpayer funded model (convenience fee) or City funded model, as directed by City.

City may switch between these models upon written request to Professional. Fees for each of these payment processing models are detailed here.

9.1. Taxpayer funded model City authorizes Professional to collect each convenience fee from the taxpayer at time of payment.

9.1.1. Credit and debit card processing 2.9% of transaction amount, minimum of $2.00

9.1.2. ACH/eCheck processing - $2.50 per transaction

ATTACHMENT C
ITEM 21

9.2. City funded

9.2.1. Credit and debit card processing 2.9% of transaction amount

9.2.2. ACH/eCheck processing - $0.75 per transaction

9.3. Returned payments/NSF fee Each occurrence of a card chargeback, returned payment or insufficient funds will incur a fee of $25.00, to be applied to the account.

9.4. Professional reserves the right to review and adjust pricing related to payment processing services on an annual basis. Professional will communicate any such adjustment to City in writing, with 60 days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service.

ATTACHMENT C
ITEM 21

COUNCIL AGENDA REPORT

Resolution No . 2025-XXX, Approving a Cost-Sharing Agreement with the San Joaquin Valley Stormwater Quality Partnership (SJVSWQP) for Collaboration on Public Education and Outreach Activities Related to Permit Compliance with the National Pollutant Discharge Elimination System (NPDES) and Authorizing the City Manager to Execute the Agreement
RECOMMENDED COUNCIL ACTION:

Staff recommends the City Council approve a cost sharing agreement with the San Joaquin Valley Stormwater Quality Partnership (SJVSWQP), for collaboration on public education and outreach activities and reduction of program costs related to permit compliance with the National Pollutant Discharge Elimination System (NPDES) requirements and authorizing the City Manager to Execute the agreement.

I. BACKGROUND:

The Clean Water Act (CWA) established the basic structure for regulating discharges of pollutants into the waters of the United States and regulating quality standards for surface waters. The NPDES program, established under CWA, aims to control water pollution by regulating point sources that discharge pollutants into the nation's waterways. Under this regulation, cities with less than 100,000, considered small Municipal Separate Storm Sewer Systems (MS4s), are required to obtain permits for storm water di scharges. The NPDES permits contain specific requirements and require monitoring activities to ensure that the discharges meet those requirements. These include, but are not limited to, implementing Best Management Practices (BMP’s) to reduce pollutants in to the storm drains and establishing Storm Water Management Plans (SWMPs).

NPDES Permittees have the option to contribute to a regional storm water program for collaboration on public outreach and education permit requirements and to reduce individual program expenses through cost sharing activities. For these reasons, the City of Ceres is a member of the San Joaquin Valley Stormwater Quality Partnership ITEM 22
(SJVSWQP). Established in 2003, SJVSWQ P is composed of 15 municipal agencies.

The agencies meet monthly, and representation is provided by Stormwater Program Managers from each agency. Staff from the participating agencies coordinate and support partnership efforts, which include program implem entation, consultant services, stormwater training, public outreach and advertising, and permit compliance.

The partnership works together through a Cost Sharing Agreement (Attachment A) for collaboration on outreach efforts, permit compliance, and expenses for program administration. To benefit from the partnership’s program savings opportunity, the city will need to be formally listed as a participating member in the agreement.

II. REASONS FOR RECOMMENDATION:

The City’s NPDES permit requirements include a substantial public outreach and education program component with associated costs for implementation. Collaboration with other jurisdictions in the SJVSWQP would not only provide a reduction in program expenses but expand outreach efforts regionally to larger audience as well.

III. FISCAL IMPACTS:

The annual membership fee of $187.66 and participation with any future shared cost projects will be charged to Fiscal Year 2025/26 budget and Funds can be found in account No. 56730.022200.

IV. EXISTING POLICY / RELATIONSHIP TO THE STRATEGIC PLAN:

The City maintains a cost -sharing agreement with the San Joaquin Valley Stormwater Quality Partnership (SJVSWQP) to support collaborative efforts in public education and outreach. This partnership helps reduce overall program costs and enhances compliance with the National Pollutant Discharge Elimination System (NPDES) permit requirements.

The agreement aligns with the City's strategic goals of environmental stewardship, regulatory compliance, and regional collaboration.

V. POLICY ALTERNATIVES:

Council may choose not to enter into the cost agreement with SJVSWQP. This is not recommended as it removes opportunities for cost savings towards activities that the city is mandated to enact for compliance with the NPDES permit requirements.

VI. INTERDEPARTMENTAL COORDINATION:

N/A
VII. PUBLIC PARTICIPATION:

N/A
VIII. ENVIRONMENTAL REVIEW:

N/A

ITEM 22
IX. STEPS FOLLOWING APPROVAL:

Upon Council approval, the City Manager shall execute the cost sharing agreement with San Joaquin Valley Stormwater Quality Partnership (SJVSWQP).

Approved by: _____________________
Douglas D. Dunford,
City Manager

Attachments:

1. Attachment A – Resolution

2. Attachment B – SJVSWQP Cost Sharing Agreement

ITEM 22
ITEM 22

ATTACHMENT A
RESOLUTION NO. 2025-XXX

APPROVING A COST-SHARING AGREEMENT WITH THE SAN

JOAQUIN VALLEY STORMWATER QUALITY PARTNERSHIP
(SJVSWQP) FOR COLLABORATION ON PUBLIC EDUCATION AND

OUTREACH ACTIVITIES RELATED TO PERMIT COMPLIANCE WITH

THE NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
(NPDES) AND AUTHORIZING THE CITY MANAGER TO EXECUTE

THE AGREEMENT

THE CITY COUNCIL
City of Ceres

WHEREAS, the City of Ceres is regulated under the Clean Water Act which requires municipalities to obtain a National Pollutant Discharge Elimination System (NPDES) Permit for storm water discharges; and

WHEREAS, NPDES permits contain specific requirements and require monitoring activities to ensure that the discharges meet those requirements; and

WHEREAS, NPDES Permittees have the option to contribute to a regional storm water program for collaboration on public outreach and education permit requirements and to reduce individual program expenses through cost sharing activities; and

WHEREAS, a member of the San Joaquin Valley Stormwater Quality Partnership (SJVSWQP), participating agencies coordinate and support partnership efforts which include program implementation, consultant services, stormwater training, public outreach and advertising, and permit compliance; and

WHEREAS, SJVSWQP members operate through a Cost Sharing Agreement for collaboration on outreach efforts, permit compliance, and expenses for program administration; and

WHEREAS, to benefit from the partnership’s program savings opportunity, the city will need to be formally listed as a participating member in the agreement; and

WHEREAS, funds are available in Fiscal Year 202 5/26 budget in account No. 56730.022200.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ceres does hereby approve a cost-sharing agreement with the San Joaquin Valley Stormwater Quality Partnership (SJVSWQP) for collaboration on public education and outreach activities related to permit compliance with the National Pollutant Discharge Elimination System (NPDES) and authorizes the City Manager to execute the agreement.

PASSED AND ADOPTED by the Ceres City Council at a regular meeting thereof held on the 14th day of July 2025, by the following vote:

ITEM 22

ATTACHMENT A
AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

________________________________
Javier Lopez, Mayor
ATTEST:

_________________________________
Fallon Martin, City Clerk
ITEM 22
1 AN AGREEMENT
FOR C

OST SHARING FOR THE

SAN JOAQUIN VALLEY STORMWATER QUALITY PARTNERSHIP
THIS AGREEMENT is entered into and effective this 14th day of July, 2025 ("Effective Date"), by and between the undersigned public agencies, (all hereafter known individually as a "Partner" and collectively as "Partners").

A list of the Partners and their designated Agency Representative’s contact information is provided in Attachment A, (“List of Partners and Contact Information”).

RECITAL
S
WHEREAS, the State Water Resources Control Board (SWRCB) Municipal Storm Water Program manages National Pollutant Discharge Elimination System (NPDES) permits for the Phase I Permit Program (serving municipalities over 100,000 people) and the Phase II Permit Program (for municipalities less than 100,000); and,
WHEREAS, permittees under the SWRCB Municipal Storm Water Program have the option to contribute to a regional storm water program to collaborate on public outreach and education activities in order to meet their permit requirements and reduce their individual program costs and increase levels of service through cost sharing; and,
WHEREAS, in 2004, an agreement for Cost Sharing for the NPDES Permit Program Phase II was made and entered by and between San Joaquin County and the cities of Lathrop, Lodi, Manteca, Tracy and Ripon; and, WHEREAS, in 2014, a Letter of Agreement for Regional Outreach and Education Collaborative Efforts was established among the Cities, Counties and Agencies that were collectively known as the San Joaquin Valley Stormwater Quality Partnership (SJVSWQP), which continues today by and between the Partners listed in Attachment A; and
WHEREAS, the P artners desire to enter in this cost sharing agreement (“Agreement”) to continue the SJVSWQP’s collaboration for public education and outreach activities, including establishing procedures for cost sharing, preparing an annual budget, collections of membership fees and program administration.

NOW THEREFORE, in consideration of the mutual promises, covenants and conditions herein set forth, the Partners agree as follows:

ARTICLE I: TERM OF AGREEMENT
This Agreement shall be effective as of the Effective Date and shall remain in effect until terminated in accordance with Article III, Section B of this Agreement.

ATTACHMENT B
ITEM 22
2 ARTICLE II: COST SHARING
A Tiered Pricing Determination. The permit type and population of the Partners as established by the California Department of Finance E -1 Population Estimates for Cities Counties and the State shall be annually used to establish pricing tiers and pro-rata cost sharing based on population. The annual tiered pricing determination and cost sharing allocation shall be determined using a form as shown in Attachment B (“Sample Shared Cost Allocation Determination”).

B Program Administration Costs. All costs for program administration and the SJVSWQP website maintenance shall be shared and incorporated in the annual budget and membership fees to be determined by the City of Tracy, designated as the Lead Agency for the SJVSWQP in accordance with Article IV, Sections B and D of this agreement (“Lead Agency”). In return for these services, the Lead Agency shall receive a reduction of its membership fees and additional compensation if needed for providing these services to be determined on a pro-rata basis.

C Minimum and Maximum Annual Contributions. Each Partner’s minimum annual contribution shall be determined based on population and permit type as set forth in Attachment C , (“Sc hedule for Tiered Pricing”), which also establishes the maximum cost contribution for each Partner authorized under this Agreement.

D Shared Cost Items. All shared cost items for work associated with compliance with NPDES permits shall be agreed to by the Partners’ prior to expenditures.

It is acknowledged that not all Partners will have to share costs for all activities because some activities will not benefit all Partners equally or proportionally. All Shared Costs exceeding the minimum annual contributions shall be shared based on the proportional population of the participating Partners as determined by Article II Section A, unless otherwise agreed by the parties.

E Typical items related to implementation of the Partners’ respective storm water management program that may be eligible for cost sharing may include, but are not limited to:
a) Consultant Services
b) Group Subscriptions
c) Special Programs or Events
d) Advertising
e) Printing
F Each shared cost item shall be presented by the Lead Agency in a written proposal to all Partners with details including the following:
a) A not to exceed or per item cost estimate
b) The cost share method (typically will be population based) ITEM 22
3 c) A signature page for acceptance
G E
ach Partner shall review and have the proposal signed by their authorized signatory. Each Partner reserves the right to accept or reject each proposal.

H Invoicing. The Lead Agency will bill the participating Partners for the shared cost and provide the following information:
a) Original invoice for the shared costs
b) Copies of all relevant invoices from vendors or consultants c) Copy of all contracts, proposals, agreements or other documents setting forth the conditions or specifications for the item of work, or product delivered.

I All bills will be paid within 90 days of receipt unless a notice of dispute is filed with the billing party.

J Disputed bills will be resolved between the Lead Agency and the disputing Agency representative or as designated by their authorized signatory.

ARTIC
LE III: AMENDMENT AND TERMINATION
A Amendment. This Agreement may be amended from time to time as determined by majority vote and written agreement executed by all Partners.

B Termination. This Agreement shall be in effect for as long as there is a desire to continue a regional outreach and collaborative effort through the SJVSWQP and its Partners. Any Partner may terminate their participation by giving sixty (60) days written notice to all other remaining Partners. Each Partner shall be responsible for its share of cost through the 60 th day after
issuance of the notice to the remaining Partners.

C Additional Members. New agencies shall be allowed to join the SJVSWQP at any time without requiring an Amendment to this Agreement by majority vote and upon payment of membership fees and shared costs to be determined by the Lead Agency on a pro -rata basis. Exhibit A shall be updated and distributed to all Partners each time there is a change in membership.

ARTICLE IV: SJVSWQP GOVERNANCE
A. Agency Representative. Each of the Partners shall appoint a representative to be their primary agency contact for the SJVWQP. A list of the Partners and their Agency Representative’s contact information shall be maintained similar to the form provided in Attachment A (“List of Partners and Contact Information”).

B. Lead Agency. The City of Tracy shall serve as the designated Lead Agency for the program administration of the SJVSWQP, including website maintenance, preparation of the annual budget and membe rship fees, ITEM 22
4 invoicing for shared costs and me mbership fees, and other essential program administration services.

C. SJVSWQP Coordination Meetings. SJVSWQP coordination meetings shall be periodically held on an as-needed basis as decided by majority vote among the Partners. A schedule for the place and time of the coordination meetings shall be prepared each year, with each of the Partners taking turns to serve as the meeting Coordinator, responsible for preparing the meeting agenda, minutes and hosting the meetings on a mutually agreed rotating basis.

D. Strategic Planning Meeting. As the Lead Agency, the City of Tracy shall host an annual Strategic Planning Meeting each year in December to meet with the Partners and develop a list of goals, activities and tasks for the next calendar year. B ased on the outcome of this meeting, the annual budget and calculation of membership fees to support the website maintenance and program administration shall be prepared and distributed for review and approval by the Partners at the next SJVSWQP coordination meeting.

E. Quorum. A quorum shall consist of a simple majority of the Partners.

Alternatively, the Coordinator may adjourn a meeting of the Committee to a specified time, date and place if there is less than a quorum of members present for a meeting.

F. Voting Rights. Each of the Partners shall be entitled to one vote; provided, however that if a matter being decided by the SJVSWQP will have a disproportionate effect on the financial o bligations of their agency, each Partner shall be entitled to request that they be allowed to first consult with their respective governing Council or Board.

ARTICLE V: GENERAL PROVISIONS
A Indemnification. It is understood and agreed that, each Partner shall be responsible for their own actions and responsibilities under this agreement.

B Notice. Any notice or instrument required to be given or delivered under this Agreement may be made by: (a) depositing the same in any United States Post Office, postage prepaid, and shall be deemed to have been received at the expiration of 72 hours after its deposit in the United States Post Office; (b) transmission by electronic mail; or (c) personal delivery, as follows: (see Attachment A, List Of Partners and Contact Information).

C Counterparts. This Agreement may be executed by the Partners in separate counterparts, each of which when so executed and delivered shall be an original. All such counterparts shall together constitute but one and the same instrument.

D Legal Authority . The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

ITEM 22
5 E This A greement shall be governed by the laws of the State of California.

Venue of any litigation arising out of or connected with this Agreement shall lie exclusively in the state trial court located in Stockton, California. The Partners consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

F Severability. If one or more clauses, sentences, paragraphs or provisions of this Agreement are held to be unlawful, invalid or unenforceable, it is hereby agreed by the Partners that the remainder of the Agreement shall not be affected thereby. Such clauses, sentences, paragraphs or provisions shall be deemed reformed so as to be lawful, valid and enforced to the maximum extent possible.

G Headings. The paragraph headings used in this Agreement are intended for convenience only and shall not be used in interpreting this Agreement or in determining any of the rights or obligations of the Partners to this Agreement.

H Construction and Interpretation. This Agreement has been arrived at through negotiation and each Partner has had a full and fair opportunity to revise the terms of this Agreement. As a result, the normal rule of construction that any ambiguities are to be resolved against the drafting Partner shall not apply in the construction or interpretation of this Agreement.

I Waivers. Waiver of any breach or default hereunder shall not constitute a continuing waiver or a waiver of any subsequent breach either of the same or of another provision of this Agreement and forbearance to enforce one or more of the remedies provided in this Agreement shall not be deemed to be a waiver of that remedy.

J Third Partner Beneficiaries. This Agreement shall not create any right or interest in any non-Partner or in any member of the public as a third Partner beneficiary.

K Entire A
greement. This Agreement constitutes the entire agreement between the Partners and supersedes all prior agreements and understandings, written or oral. This Agreement may only be amended by written instrument executed by all Partners.

IN WITN
ESS WHEREOF, the Partners have executed this Agreement on the day and year first above-written.

ITEM 22
6 CITY OF CERE
By Douglas D. Dunford
Title City Manager
Date July 14, 2025

APPROVED AS TO FORM
By ___________________________ Date _________________
Douglas D. Dunford - City M anager
ITEM 22
ATTAC

HMENT A

LIST OF PA

RTNERS AND CONTACT INFORMAITON
Partner
Representative's
Name Email Phone Mailing Address
City of Ceres Dylan Palecek [email protected] (209) 538-5748 2220 Hackett Rd.

Ceres, CA 95307
City of Escalon Diana Trejo [email protected] (209) 697-7422 2060 McHenry Ave.

Escalon, CA 95320
City of Lathrop Greg Gibson [email protected] (209) 941-7442 390 Towne Centre
Drive, Lathrop, CA
95330
City of Lodi Tosha Wiman [email protected] (209) 269-4926 2001 W. Turner Rd.

Lodi, CA 95242
City of Manteca Heather Grove [email protected] (209) 456-8473 1001 W. Center St.

Manteca, CA 95337
City of Newman Kathryn Reyes [email protected] (209) 862-4448 938 Fresno Street
Newman, CA 95360
City of Patterson Sonia Delgado [email protected] (209) 895-8060 1 Plaza
Patterson, CA 95363
City of Ripon Joanne Beukelman [email protected] (209) 599-2108 259 N. Wilma Ave.

Ripon, CA 95366
ITEM 22
City of Riverbank Peter Lolonis [email protected] (209) 863-7148 6707 3rd Street
Riverbank, CA 95367
City of Stockton Dagmara Saini [email protected] (209) 937-8155 425 N. El Dorado St.

Stockton, CA 95202
City of Tracy Stephanie Hiestand [email protected] (209) 831-6320 3900 Holly Dr.

Tracy, CA 95376
City of Turlock Lupe Madrigal [email protected] (209) 668-5590 156 S. Broadway, Ste.
270
Turlock, CA 95380
San Joaquin
County Roy Valdez [email protected] (209) 468-3605
1810 E. Hazelton Ave.

Stockton, CA 95201
Stanislaus
County Amber Minami [email protected] (209)525-7538 1716 Morgan Rd.

Modesto, CA 95358
Mountain House
Community
Services District Hamid Parsa [email protected] (209) 831-5620 251 E. Main Street
Mountain House, CA
95391
ITEM 22
ATTAC

HMENT B
SAMP

LE COST SHARING ALLOCATION DETERMINATION
Base
d on CA Dept of Finance E-1 Population of Cities, Counties and the State as of January 31, 2022
(ATT
ACHED)
ITEM 22
Attachment B - Cost Sharing Allocation Determination
Agency Name Permit Type Population % of total Tier
City of Ceres Phase 2 48,386 4.39% 3
City of Escalon Phase 2 7,362 0.67% 3
City of Lathrop Phase 2 31,331 2.85% 3
City of Lodi Phase 2 66,570 6.05% 2
City of Manteca Phase 2 86,859 7.89% 2
City of Newman Phase 2 12,244 1.11% 3
City of Patterson Phase 2 24,370 2.21% 3
City of Ripon Phase 2 15,979 1.45% 3
City of Riverbank Phase 2 24,583 2.23% 3
City of Stockton Phase 1 322,489 29.29% 1
City of Tracy Phase 2 94,538 8.59% 2
City of Turlock Phase 2 71,531 6.50% 2
San Joaquin County Phase 1 159,170 14.46% 1
Stanislaus County Phase 2 111,034 10.09% 1
Mountain House CSD Phase 2 24,499 2.23% 3
TOTAL 1,100,945 100.00%
ITEM 22
ATTA

CHMENT C
SC

HEDULE FOR TIERED COST SHARING
Tier Permit Type Minimum
Annual Fee
Maximum
Annual Fee
1 Phase 1 MS4
(pop.>100,000)
$150 $5,000
2 Phase 2 MS4 medium
(pop. > 50,000)
$140 $4,000
3 Phase 2 MS4 small (pop.
<50,000)
$130 $2,000
4 Non-Traditional,
Individual
$100 $1,000
ITEM 22
ATTA

CHMENT D
SA

MPLE ANNUAL BUDGET FORM
(ATTACHED)
ITEM 22
Attachment D - Sample Annual Budget Form
Expenditures Rate Amount Units Cost
Equipment/Supplies $0
Program Admin (Tracy staff time) $2,880
Professional Services $0
Website Maintenance $750
Website License $800
Subscriptions $0
Expenditures Sub Total $4,430
Revenues Sub Total Column1 Column2 Column3 Amount
Membership Fees $1,610
Revenues Sub Total $1,610
Balance (carry over from previous year) $0
Net Program $2,820
*2024 website maintence fee $750
ITEM 22

ATTACHMENT E

SAMPLE CALCULATION OF MEMBERSHIP FEES
(ATTACHED)

ITEM 22
Attachment E - Sample Calculation of Membership Fees
Agency Name Tier Minimum Fee %Cost ShareCost Share Total Fee City of Ceres 3 $130 0.036 $58 $187.66
City of Escalon 3 $130 0.006 $9 $138.77
City of Lathrop 3 $130 0.024 $37 $167.34
City of Lodi 2 $140 0.050 $79 $219.33
City of Manteca 2 $140 0.066 $104 $243.51
City of Newman 3 $130 0.009 $15 $144.59
City of Patterson 3 $130 0.018 $29 $159.04
City of Ripon 3 $130 0.012 $19 $149.04
City of Riverbank 3 $130 0.019 $29 $159.30
City of Stockton 1 $150 0.243 $384 $534.30
City of Tracy 2 $140 0.071 $113 $252.66
City of Turlock 2 $140 0.054 $85 $225.24
San Joaquin County 1 $150 0.120 $190 $339.68
Stanislaus County 1 $150 0.084 $132 $282.32
Mountain House CSD 3 $130 0.018 $29 $159.19
TOTAL $2,850 $1,580 $4,430.00
Program Admin Cost $4,430 see Attachment D
deduct Min Fees -$2,850 Column C
Total Shared Cost = $1,580
Notes:
1) City of Tracy fees may be waived as a credit to offset their cost for Program Admin staff time 2) Stanislaus County pop. > 100,000 so should be Tier 1 ITEM 22
ITEM 22

COUNCIL AGENDA REPORT

Resolution No. 202 5-XXX, Approving an Agreement with
Subsurface Technologies, Inc. for the Rehabilitation of Well 22 , Authorizing a Budget Amendment and Authorizing the City Manager to Execute the Agreement
RECOMMENDED COUNCIL ACTION:

Staff recommend the City Council approve the agreement with Subsurface Technologies, Inc. for the Rehabilitation of Well 22, authorize a budget amendment and authorize the City Manager to execute the agreement.

I. BACKGROUND:

Well 22, located at 1921 Rockefeller Ave, is capable of producing 1,300 gallons per minute at 55 psi and typically provides up to 25% of the overall groundwater in the distribution every month. Water currently produced from Well 22 contains 10 -29 pCi/L uranium. Well 22 water is treated by ion exchange with side -stream blending to meet State Water Resources Control Board Title 22 Drinking Water Standards to consistently and reliably maintain treated water uranium concentrations of less than 16 pCi/L. The ion exchange treatment system is comprised of five pressure vessels loaded with DOW Dowex 1 strong base anion exchange resin for uranium removal. Well 22 a lso exceeds the primary maximum contaminant level (MCL) of .005 parts per billion (ug/L) for Synthetic Organic Contaminant 1,2,3,-Trichloropropane (1,2,3 -TCP) so it has been offline since September 2024 for Granular Activated Carbon (GAC) treatment Vessels to be installed.

The pump system at Well 22 is also needing replacement prior to going back online.

II. REASONS FOR RECOMMENDATION:

Typical pump maintenance entails pulling the pump, inspecting, and maintenance or replacement prior to returning to service. Staff has been made aware of new equipment which can streamline the future maintenance and repair of the pump through the Aqua ITEM 23
Freed process and related equipment, protected under United States Patent 12.173,583 granted as proprietary products owned exclusively by Subsurface Technologies, Inc., making them a sole source provider. This process allows the pump to stay in place for future maintenance, reducing the time and cost of future maintenance.

Future scheduled preventative maintenance will be performed inside the well with the pump in place, greatly reducing the future budgetary costs per occurrence.

III. FISCAL IMPACTS:

The cost of removing and replacing the current pump equipment, including Subsurface’s maintenance system, in the total amount of $139,180.00, was not included in the FY25/26 Water Department well rehabilitation budget under account number 57235.029900 and should be added. A budget amendment is necessary, and the project will be funded using Water Enterprise Funds.

Please refer to Attachment B – Budget Amendment.

IV. EXISTING POLICY / RELATIONSHIP TO THE STRATEGIC PLAN:

Infrastructure: Ensure that the community has adequate, well-maintained infrastructure (including water, sewer, streets, traffic signals, parks, sidewalks, facilities) that fosters a quality community and supports a strong economy.

V. POLICY ALTERNATIVES:

Should Council decide not to approve of the rehabilitation, the well will remain off, putting additional strain on the current operational wells and causing increased maintenance and possible repair of these other wells. Additionally, the State Water Resources Control Board will need to be notified that once the GAC vessels installation project is completed, we will not be able to proceed with returning the well to service, as previously agreed to.

VI. INTERDEPARTMENTAL COORDINATION:

N/A
VII. PUBLIC PARTICIPATION:

N/A
VIII. ENVIRONMENTAL REVIEW:

N/A
IX. STEPS FOLLOWING APPROVAL:

Upon Council approval the City Manager shall execute the agreement with Subsurface Technologies, Inc. and the Finance Director shall record the appropriate accounting entries.
.

ITEM 23

Approved by: ____________________
Douglas D. Dunford
City Manager

Attachments:

1. Attachment A – Resolution

2. Attachment B – Budget Amendment

3. Attachment C – Construction Service Agreement

4. Attachment D – Sole Source Letter
ITEM 23
ITEM 23

ATTACHMENT A
RESOLUTION NO. 2025-XXX

APPROVING AN AGREEMENT WITH SUBSURFACE TECHNOLOGIES,
INC. FOR THE REHABILITATION OF WELL 22, AUTHORIZING A

BUDGET AMENDMENT AND AUTHORIZING THE CITY MANAGER TO

EXECUTE THE AGREEMENT

THE CITY COUNCIL
City of Ceres

WHEREAS, Well 22, located at 1921 Rockefeller Ave, is capable of producing 1,300 gallons per minute at 55 psi and typically provides up to 25% of the overall groundwater in the distribution every month and has been offline since September 2024 for Granular Activated Carbon treatment Vessels to be installed; and

WHEREAS, the pump system at Well 22 is needing replacement prior to going back online; and

WHEREAS, typical pump maintenance entails pulling the pump, inspecting, and maintenance or replacement prior to returning to service; and

WHEREAS, staff has been made aware of new equipment which can streamline the future maintenance and repair of the pump through the Aqua Freed process and related equipment owned exclusively by Subsurface Technologies, Inc. where future preventative maintenance will be performed inside the well with the pump in place, greatly reducing the time and future budgetary costs per occurrence; and

WHEREAS, the cost of removing and replacing the current pump equipment and including Subsurface’s maintenance system is $139,180.00; and

WHEREAS, the project was not included in the FY25/26 Water Department well rehabilitation budget under account number 57235.029900 and should be added.; and

WHEREAS, A budget amendment is necessary, and the project will be funded using Water Enterprise Funds.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ceres does hereby approve an agreement with Subsurface Technologies, Inc. for the rehabilitation of Well 22, authorizing a budget amendment and authorizing the City Manager to execute the agreement. and authorizes the City Manager to execute the agreement.

BE IT FURTHER RESOLVED the City of Ceres Finance Director is hereby authorized and directed to record the appropriate accounting entries.

PASSED AND ADOPTED by the Ceres City Council at a regular meeting thereof held on the 14th day of July 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

ITEM 23

ATTACHMENT A

_________________________________
Javier Lopez, Mayor
ATTEST:

_________________________________
Fallon Martin, City Clerk
ITEM 23
Budget Amendment No.

Fiscal Year
Reference Resolution No . , dated authorizing appropriations for as follows:

Appropriations:

Fund Name Org. Object Project
(if appl.)
Appropriation
Amount
Requested Appropriation
Current Appropriation
Total Appropriation
Estimated Revenues:

Fund Name Org. Object Project
(if appl.)
Appropriation
Amount
Estimated Revenue
Current Estimated Revenue
Total Estimated Revenue
Fiscal Impact:

ITEM 23
ITEM 23

AGREEMENT
FOR

PROFESSIONAL SERVICES
THI
S AGREEMENT is made and entered into in the CITY of Ceres, State of California, this 14th day of July 2025, by and between the CITY OF CERES, a municipal corporation of the State of California, hereinafter referred to as "CITY", and SUBSURFACE TECHNOLOGIES, INC., hereinafter referred to as "CONTRACTOR" each individually a “Party” or collectively the “Parties”). There are no other parties to this Agreement.

NOW, THEREFORE, in consideration of this Agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES / PLANS AND SPECIFICATIONS
In compliance with all terms and conditions of this Agreement, the CONTRACTOR shall provide the contracted services specified in the “Scope of Services” attached hereto as Exhibit A and incorporated herein by this reference, which services may be referred to herein as the “services” or “work” hereunder. As a material inducement to the CITY entering into this Agreement, CONTRACTOR represents that it is a provider of work and services consistent with the standards of care, diligence and skill ordinarily exercised by contractors in similar circumstances in accordance with sound practices and that CONTRACTOR is experienced in performing the work and services contemplated herein. CONTRACTOR covenants that it will follow sound practices and standards in performing the work and services required hereunder and that all work product will be of good quality, fit for the purpose intended.

2. COMPLIANCE WITH LAW
All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the CITY and any Federal, State, or local governmental agency having jurisdiction in effect at the time service is rendered.

ATTACHMENT C
ITEM 23

3. LICENSES, PERMITS, FEES, & ASSESSMENTS
CONTRACTOR shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. CONTRACTOR shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties, and interest, which may be imposed by law and arise from or are necessary for the CONTRACTOR’S performance of the services required by this Agreement, and shall indemnify, defend and hold harmless CITY against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against CITY hereunder.

4. FAMILIARITY WITH WORK
By executing this Agreement, CONTRACTOR warrants that
CONTRACTOR: (a) has thoroughly investigated and considered the Scope of Services to be performed; (b) has carefully considered how the services should be performed; and, (c) fully understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. If services involve work upon any site, CONTRACTOR warrants that CONTRACTOR has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the CONTRACTOR discover any latent or unknown conditions which will materially affect the performance of the services hereunder, CONTRACTOR shall immediately inform the CITY of such fact and shall not proceed except at CONTRACTOR’S risk until written instructions are received from the City’s contract officer for this Agreement (“Contract Officer”).

5. FURTHER RESPONSIBILITIES OF PARTIES
Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

ITEM 23

6. ADDITIONAL SERVICES
CITY shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the CONTRACTOR, incorporating therein any adjustment in (i) the contract sum, as set forth in Exhibit A, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the CONTRACTOR. Any change in compensation of ten percent (10%) or less of the Contract Sum, or in the time to perform, may be approved by the Contract Officer. Any greater change, taken either separately or cumulatively must be approved by City Council. It is expressly understood by CONTRACTOR that the provisions of this section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. CONTRACTOR hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than CONTRACTOR anticipates and that CONTRACTOR shall not be entitled to additional compensation, therefore.

7. TERM OF AGREEMENT
This Agreement shall be effective July 14, 2025 and will continue in effect until July 13, 2026 or when completed, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

8. COMMENCEMENT OF WORK
CONTRACTOR shall not undertake any work or incur any costs whatsoever under the terms of this Agreement except upon the prior receipt of a fully executed Purchase Order from the Ceres Department of Finance. Any costs incurred by CONTRACTOR prior to receipt of a purchase order shall be at CONTRACTOR’S expense.

9. COMPENSATION
For the services rendered pursuant to this Agreement, the CONTRACTOR shall be paid the amounts as provided in Exhibit A. The total compensation to CONTRACTOR shall not exceed ONE HUNDRED THIRTY-NINE THOUSAND ONE HUNDRED EIGHTY DOLLARS ($139,180.00) unless the Parties mutually agree in ITEM 23

writing otherwise.

10. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement.

11. SCHEDULE OF PERFORMANCE
CONTRACTOR shall begin to perform work required by the Scope of Services as provided in Exhibit A, immediately following receipt of a Notice to Proceed from the CITY. In addition to extensions granted under paragraph 12, when requested by the CONTRACTOR, other extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, if the extension is determined, in the sole discretion of the Contract Officer, to be justified and reasonable.

The Contract Officer’s decision shall be final.

12. FORCE MAJEURE
The time period(s) specified in the Schedule of Performance for performance of the work rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control of CONTRACTOR and without the fault or negligence of CONTRACTOR, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY, if the CONTRACTOR shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONTRACTOR be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONTRACTOR’S sole remedy being extension of the Agreement pursuant to this Section.

13. OBLIGATIONS OF CONTRACTOR
Throughout the term of this Agreement, CONTRACTOR shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct ITEM 23

business. CONTRACTOR warrants that he has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide CITY with the contracted services contemplated by this Agreement. CONTRACTOR further warrants that he will reasonably follow the current, generally accepted, and professional practices and provide professional advice and recommendations regarding the performance of all work under this Agreement.

14. SUBCONTRACTING
Should the CONTRACTOR elect to engage any subcontractor(s) to perform any portion of the work, CONTRACTOR shall provide the CITY written notice of the name, address, telephone number, and State contractor’s license number of each such subcontractor, together with proof of workers’ compensation coverage for each such contractor. CONTRACTOR shall remain fully responsible for all acts or omissions of said subcontractors, their employees, agents or assigns.

15. INTEREST OF CONTRACTOR
CONTRACTOR warrants that he/it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement.

CONTRACTOR warrants that, in performance of this Agreement, CONTRACTOR shall not employ any person having any such interest. CONTRACTOR agrees to file a Statement of Economic Interests with the CITY Clerk at the start and end of this Agreement if so required at the option of CITY.

16. RECORDS
CONTRACTOR shall keep, and require subcontractors to keep, such books and records as shall be necessary to document the work required by this Agreement and enable the Contract Officer to evaluate the performance of such work.

The Contract Officer shall have full and free access to such books and records at all times during normal business hours of CITY, including the right to inspect, copy, audit, and make records and transcripts from such records, except such data, records and calculations directly related to Contractor’s proprietary Intellectual Property, which will remain the exclusive property of Contractor. Such records shall be maintained for a period of four (5) years following completion of the services hereunder, and the CITY shall have access to such records in the event any audit is required.

ITEM 23

17. AMENDMENTS
Both parties to this Agreement understand that it may become desirable or necessary during the performance of this Agreement, for CITY or CONTRACTOR to modify the Scope of Services provided for under this Agreement. Any material extension or change in the Scope of Services shall be discussed with CITY and the change and cost shall be memorialized in a written amendment to the original Agreement prior to the performance of the additional work.

Until a change order is so executed, CITY will not be responsible to pay any charges CONTRACTOR may incur in performing such additional services, and CONTRACTOR shall not be required to perform any such additional services.

18. INDEPENDENT CONTRACTOR
All acts of CONTRACTOR, his agents, officers, and employees and all others acting on behalf of CONTRACTOR relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of CITY. CONTRACTOR, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of CITY. CONTRACTOR has no authority or responsibility to exercise any rights or power vested in CITY. No agent, officer, or employee of CITY is to be considered an employee of CONTRACTOR. It is understood by both CONTRACTOR and CITY that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

CONTRACTOR, his agents, officers and employees are and, at all times during the term of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of CITY.

CONTRACTOR shall determine the method, details and means of performing the work and services to be provided by CONTRACTOR under this Agreement. CONTRACTOR shall be responsible to CITY only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to CITY'S control with respect to the physical action or activities of the CONTRACTOR in fulfillment of this Agreement. CONTRACTOR has control over the manner and means of performing the services under this Agreement.

CONTRACTOR is permitted to provide services to others during the same period ITEM 23

service is provided to CITY under this Agreement. If necessary, CONTRACTOR has the responsibility for employing other persons or firms to assist CONTRACTOR in fulfilling the terms and obligations under this Agreement.

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

It is understood and agreed that as an independent contractor and not an employee of CITY neither the CONTRACTOR nor CONTRACTOR'S assigned personnel shall have any entitlement as a CITY employee, right to act on behalf of CITY in any capacity whatsoever as an agent, or to bind CITY to any obligation whatsoever.

As an independent contractor, CONTRACTOR hereby indemnifies and holds CITY harmless from any and all claims that may be made against CITY based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

19. NOTICES
Any and all notices permitted or required to be given hereunder shall be deemed duly given and effective (1) upon actual delivery, if delivery is by hand; or (2) five (5) days after delivery into the United States mail if delivery is by postage paid registered or certified (return receipt requested) mail. Each such notice shall be sent to

the parties at the address respectively indicated below or to any other address as the respective parties may designate from time to time in writing.

FOR CONTRACTOR: Name: Subsurface Technologies, Inc.

Address: 40 Stone Castle Road
Rock Tavern, NY 12575
Attention: Chris Catania, President & CEO
Phone: ( 845)567-0695

FOR CITY: Name: CITY of Ceres
Address: 2720 Second St.

Ceres, CA 95307
Attention: Sam Royal
Phone: (209) 538-5717

20. INSURANCE REQUIREMENTS
ITEM 23

Insurance shall be provided for Professional Liability with the following limits and attached hereto as Exhibit B:
$2,000,000.00 each claim, $2,000,000.00 Aggregate

21. TERMINATION OF AGREEMENT
Termination on Occurrence of Stated Events
This Agreement shall terminate automatically on the date on which any of the following events occur: (1) bankruptcy or insolvency of CONTRACTOR, (2) legal dissolution of CONTRACTOR, or (3) death of key principal(s) of CONTRACTOR.

Termination by CITY for Default of CONTRACTOR
Should CONTRACTOR default in the performance of this Agreement or materially breach any of his provisions, at its option CITY may terminate this Agreement by giving written notification to CONTRACTOR. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include but not be limited to any of the following: failure to perform required services or duties, willful destruction of CITY'S property by CONTRACTOR, dishonesty, or theft.

Termination by CONTRACTOR for Default of CITY
Should CITY default in the performance of this Agreement or materially breach any of its provisions, at his/its option CONTRACTOR may terminate this Agreement by giving written notice to CITY. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include but not be limited to any of the following: failure to pay CONTRACTOR as hereafter provided, willful destruction of CONTRACTOR'S property by CITY, dishonesty, or theft.

Termination by CITY for Lack of Budgeted Funds
CITY may terminate this Agreement effective July 1 of any given year upon CITY'S determination to not appropriate sufficient funds for this Agreement for the ensuing fiscal year. In such event, CITY shall give CONTRACTOR not less than 30 days written notice.

Termination for Failure to Make Agreed-Upon Payments
Should CITY fail to pay CONTRACTOR all or any part of the payments set forth in this Agreement on the date due, at his option CONTRACTOR may terminate ITEM 23

this Agreement if the failure is not remedied within thirty (30) days after CONTRACTOR notifies CITY in writing of such failure to pay. The termination date shall be the effective date of the notice.

Termination by CITY for Change of CONTRACTOR'S Tax Status If CITY determines that CONTRACTOR does not meet the requirements of federal and state tax laws for independent contractor status, CITY may terminate this Agreement by giving written notice to CONTRACTOR. The termination date shall be the effective date of the notice.

Voluntary Termination
The parties may terminate this contract upon mutual written Agreement.

In the Event of Termination
If this Agreement is terminated pursuant to this Paragraph, CONTRACTOR shall cease all his work on the project as of the termination date and shall see to it that his employees, subcontractors, and agents are notified of such termination and cease their work. If CITY so requests, and at CITY'S cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’S work on the project.

If the Agreement is terminated pursuant to any of the subsections contained in this paragraph, CITY will pay CONTRACTOR an amount based on the percentage of work completed on the termination date; this percentage shall be determined by CITY in its sole discretion. If the Agreement is terminated pursuant to the subparagraph entitled Termination by CITY for Default of CONTRACTOR, CONTRACTOR understands and agrees that CITY may, in CITY'S sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR'S services which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CITY as of the termination date.

22. INDEMNITY
CONTRACTOR shall indemnify, defend and hold harmless CITY and its officers, officials and employees from and against all claims, damages, losses and expenses including reasonable attorney fees arising out of the performance of the work described herein, caused in whole or in part by any act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of ITEM 23

them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of the CITY.

CONTRACTOR'S obligation to defend, indemnify, and hold CITY, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for CONTRACTOR to procure and maintain a policy of insurance.

23. ENTIRE AGREEMENT
This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this Agreement which vary from CONTRACTOR'S proposal are controlling and are deemed accepted by CONTRACTOR by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

24. PARTIAL INVALIDITY
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

25. WAIVER
The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

26. AUDIT
CITY'S duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify CONTRACTOR'S charges to CITY under this Agreement.

CONTRACTOR agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment for CONTRACTOR services. CITY'S representative shall have the right to reproduce any of the aforesaid documents.

ITEM 23

27. NONDISCRIMINATION
During the performance of this Contract, CONTRACTOR and its subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40) or set. CONTRACTOR and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. CONTRACTOR and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, Section 12990 et seq.) and the applicable regulations promulgated hereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Agreement by reference and made a part hereof as if set forth in full. CONTRACTOR and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

This CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Contract.

28. GOVERNING LAW
This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws or the State of California.

Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Stanislaus, State of California, or any other appropriate court in such county, and CONTRACTOR covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

29. HEADINGS NOT CONTROLLING
Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

30. CITY BUSINESS LICENSE
CONTRACTOR will have a CITY of Ceres business license, as required.

31. ATTORNEYS’ FEES
ITEM 23
If either party to this Agreement is required to initiate or defend or is made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees.

Attorneys’ fees shall include attorneys’ fees on any appeal, and in addition a party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable if such action is prosecuted to judgment.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below.

Dated , 2025 Dated , 2025
CITY OF CERES, a municipal corporation Subsurface Technologies, Inc.

By By
Douglas D. Dunford, City Manager Signature
Typed name/title
APPROVED AS TO FORM CONTRACTOR’S Federal ID#:

Nubia Golds
tein, City Attorney
CONTRACTOR’S CA State License
ATTEST Board #:

Fallon Martin, City Clerk
Chris Catania - CEO
14-1701373
1009566
June 11
ITEM 23

EXHIBIT A
ITEM 23

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD

PRODUCER CONTACT
NAME:

FAXPHONE
(A/C, No):(A/C, No, Ext):

E-MAIL
ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $

PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT
OTHER: $

COMBINED SINGLE LIMIT
$(Ea accident)
ANY AUTO BODILY INJURY (Per person) $

OWNED SCHEDULED
BODILY INJURY (Per accident) $AUTOS ONLY AUTOS

HIRED NON-OWNED PROPERTY DAMAGE
$AUTOS ONLY AUTOS ONLY (Per accident)
$

OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $

PER OTH-

STATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
5/21/2025
(845) 627-8290
20443
Subsurface Technologies, Inc.
40 Stone Castle Rd
Rock Tavern, NY 12575--5001
35289
20427
25658
A 1,000,000
X X 8019264496 5/16/2025 5/16/2026 100,000
15,000
1,000,000
2,000,000
2,000,000
1,000,000B
X X 8019264479 5/16/2025 5/16/2026
5,000,000B
X X 8019264482 5/16/2025 5/16/2026 5,000,000
C
X 8019264501 5/16/2025 5/16/2026 1,000,000
1,000,000
1,000,000
D Commercial Umbrella EX2S77292724NF 8/17/2024 Aggregate 5,000,000 CITY of Ceres, the entity, its officers, officials, employees, and volunteers are included as additional insureds under the General Liability, Automobile Liability and Umbrella Liability policies as per the written agreement with regard to work performed by the named insured. Per the terms of the blanket additional insured endorsement, coverage for the additional insureds is contingent upon a written agreement with the named insured requiring such coverage.

Coverage is on a Primary & Non-contributory Basis as per written contract.

Waiver of Subrogation applies to General Liability, Automobile Liability, Umbrella Liability and Workers Compensation policies as per written contract.

SEE ATTACHED ACORD 101
CITY of Ceres
2720 Second St.

Attention: Sam Royal
Ceres, CA 95307
SUBSTEC-02 NDESENZO
Acrisure Insurance Partners Services of NY, LLC
90 S. Ridge Street
Rye Brook, NY 10573
Kenan Turkic
[email protected]
Continental Casualty Company
The Continental Insurance Company
American Casualty Company of Reading, Pennsylvania
The Travelers Indemnity Company
X
8/17/2025
X
X
X
X
X X
ITEM 23
FORM NUMBER:

EFFECTIVE DATE:

The ACORD name and logo are registered marks of ACORD

ADDITIONAL REMARKS

ADDITIONAL REMARKS SCHEDULE
FORM TITLE:

Page of

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01)
AGENCY CUSTOMER ID:

LOC #:

AGENCY NAMED INSURED

POLICY NUMBER

CARRIER NAIC CODE
© 2008 ACORD CORPORATION. All rights reserved.

Acrisure Insurance Partners Services of NY, LLC
SUBSTEC-02
SEE PAGE 1
1 SEE PAGE 1
ACORD 25 Certificate of Liability Insurance
1 SEE P 1
Subsurface Technologies, Inc.
40 Stone Castle Rd
Rock Tavern, NY 12575--5001
Orange
SEE PAGE 1

NDESENZO
1 Description of Operations/Locations/Vehicles:

Umbrella Liability is Follow Form to the schedule of underlying policies.

ITEM 23
69 172 of
56256591002497430

COMMERCIAL GENERAL LIABILITY
CG 86 11 10 16
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - AUTOMATIC STATUS WHEN

REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU -

CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
2016 Liberty Mutual Insurance
CG 86 11 10 16 Page 1 of 2Includes copyrighted material of Insurance Services Office, Inc., with its permission.

A. Paragraph 2. of Section II - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract or written agreement. Such person or organization is an additional insured but only with respect to liability for "bodily injury" or "property damage":

1. Caused by "your work" performed for that additional insured that is the subject of the written contract or written agreement; and

2. Included in the "products-completed operations hazard".

However:

1. The insurance afforded to such additional insured only applies to the extent permitted by law; and

2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.

The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage".

We have no duty to defend an additional insured under this endorsement until we receive written notice of a claim or "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In The
Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions.

B. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2.

Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability:

This insurance does not apply to:

1. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs.

2. "Bodily injury" or "property damage" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services including:
a. The preparing, approving or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawing and specifications; and b. Supervisory, inspection, architectural or engineering activities.

This exclusion applies even if the claims against any insured allege negligence or other wrong- doing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any profes- sional services.

ITEM 23
70 172 of
2016 Liberty Mutual Insurance
CG 86 11 10 16 Page 2 of 2Includes copyrighted material of Insurance Services Office, Inc., with its permission.

C. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits of Insurance:

If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:

1. Required by contract or agreement; or

2. Available under the applicable Limits of Insurance shown in the Declarations. whichever is less.

This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns.

D. With respect to the insurance afforded by this endorsement, Section IV - Commercial General Liability Conditions is amended as follows:

1. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claims Or Suit:

An additional insured under this endorsement will as soon as practicable:
a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us;
b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and
c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part.
d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured.

2. Paragraph 4. of Section IV - Commercial General Liability Conditions is amended as follows:
a. The following is added to Paragraph a. Primary Insurance:

If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. b. The following is added to Paragraph b. Excess Insurance:

When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the additional insured is designated as a Named Insured.

Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies.

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COMMERCIAL GENERAL LIABILITY
CG 88 10 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

COMMERCIAL GENERAL LIABILITY EXTENSION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
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INDEX

SUBJECT PAGE
NON-OWNED AIRCRAFT 2
NON-OWNED WATERCRAFT 2
PROPERTY DAMAGE LIABILITY - ELEVATORS 2
EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3
EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 3 ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6

WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7
FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7
KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7
LIBERALIZATION CLAUSE 7
BODILY INJURY REDEFINED 7
EXTENDED PROPERTY DAMAGE 8
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8

WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU
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With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement.

A. NON-OWNED AIRCRAFT
Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided:

1. It is not owned by any insured;

2. It is hired, chartered or loaned with a trained paid crew;

3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and

4. It is not being used to carry persons or property for a charge.

However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision.

B. NON-OWNED WATERCRAFT
Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following:

This exclusion does not apply to:
(2) A watercraft you do not own that is:
(a) Less than 52 feet long; and
(b) Not being used to carry persons or property for a charge.

C. PROPERTY DAMAGE LIABILITY - ELEVATORS

1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations.

2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance:

The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis.

D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part:

1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability:
a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing:

Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to:
(i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days.

Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days.

A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance.

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Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance.

2. Paragraph 6. under Section III - Limits Of Insurance is replaced by the following:

6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to:
a. Any one premise:
(1) While rented to you; or
(2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or
b. Contents that you rent or lease as part of a premises rental or lease agreement.

3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following:

9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract".

E. MEDICAL PAYMENTS EXTENSION
If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows:

Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following:
(b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B

1. Under Supplementary Payments - Coverages A and B, Paragraph 1.b. is replaced by the following:
b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds.

2. Paragraph 1.d. is replaced by the following:
d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work.

G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT

1. Paragraph 2. under Section II - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by:
a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or
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CG 88 10 04 13 Page 4 of 8Includes copyrighted material of Insurance Services Office, Inc., with its permission. b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or
d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions:
(1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard".
(3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards:
(a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or
(b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance.

However:

1. The insurance afforded to such additional insured only applies to the extent permitted by law; and

2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.

With respect to Paragraph

1.a. above, a person's or organization's status as an additional insured under this endorsement ends when:
(1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.

With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends.

With respects to Paragraph

1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor.

The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage".

We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions.

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2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2.

Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability:

This insurance does not apply to:
a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including:
(1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities.

This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services.
d. "Bodily injury" or "property damage" occurring after:
(1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy.

3. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance:

If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the contract or agreement; or
b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.

This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns.

H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy.

Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows:
a. The following is added to Paragraph a. Primary Insurance:

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I. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy.

1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit:

2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in
Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy.

J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS / MALPRACTICE

WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II - Who Is An Insured is replaced with the following:
(1) "Bodily injury" or "personal and advertising injury":
(a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph
(1) (a) above;
(c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs
(1) (a) or (b) above; or
(d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not
apply.

Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and ITEM 23
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The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee".

K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES
Paragraph 3. of Section II - Who Is An Insured is replaced by the following:

3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However:
a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you;
b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and
c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured.

No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision.

L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations:

Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional.

M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit:

Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph

1. of Section II - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee".

N. LIBERALIZATION CLAUSE
If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state.

O. BODILY INJURY REDEFINED
Under Section V - Definitions, Definition 3. is replaced by the following:

3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease.

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P. EXTENDED PROPERTY DAMAGE
Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following:
a. Expected Or Intended Injury
"Bodily injury" or "property damage" expected or intended from the standpoint of the insured.

This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property.

Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A

CONTRACT OR AGREEMENT WITH YOU
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us:

We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided:

1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and

2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment.