Ceres City Council
August 24, 2026

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AGENDA

CITY COUNCIL REGULAR MEETING

CITY OF CERES, CALIFORNIA
City Council Chambers, 2701 Fourth Street
Monday, August 24, 2026 at 6:00 PM
Mailing Address: Ceres City Hall, 2220 Magnolia Street, Ceres, CA 95307-3292 Phone: (209) 538-5700 | Fax: (209) 538-5780
Call to Order
Mayor Lopez
Roll Call
Mayor: Javier Lopez
Vice Mayor: Daniel A. Martinez
Councilmembers: James Casey (District 1); Rosalinda L. Vierra (District 2); Cerina Otero (District 3) Invocation
Invocation by Patrick Davis, Ceres Christian Center.

Pledge of Allegiance
Pledge of Allegiance led by Ankido Anowia.

AGENDA
Regular City Council Meeting
August 24, 2026

A. Presentations

1. Patriot Day Proclamation

2. Hope Tree Church's 100th Anniversary Proclamation
Citizen Communications
While the City Council welcomes and encourages participation in City Council meetings, adopted rules allow no more than 5 minutes (Resolution No. 2007-106) for expression of non-agenda items.

Matters under the jurisdiction of the City Council, and not on the posted agenda, may be addressed by the general public; however, California law prohibits the City Council from taking action on any matter which is not on the posted agenda unless it is determined to be an emergency by the City Council. Citizens are entitled to address the City Council on any agenda item subject to the 5-minute provision.

Conflict of Interest Declaration
B. Appointments to Boards/Commissions
C. Consent Calendar
All matters listed on the consent calendar are considered routine in nature and will be enacted by a single motion unless otherwise requested by an individual Councilmember or public for special consideration. Otherwise, the recommendation of staff will be accepted and acted upon by roll call vote.

1. Clerks Report of Posting. The agenda of the August 24, 2026, City Council Meeting was Posted on August 19, 2026.

2. Waive Readings. All Readings of Ordinances and Resolutions are Waived. (Waive readings in full of all ordinances and resolutions on the agenda and declare that said titles which appear on the public agenda shall be determined to have been read by title).

3. Approval of Minutes for the August 10, 2026, Regular City Council Meeting. (Fallon Martin)

4. Resolution
Approving a Multi-Year Professional Services Agreement with MGT Impact Solutions, LLC (MGT) for State Mandated Cost Claiming Services (SB90) and Authorizing the Interim City Manager to Execute the Agreement (Vanessa Portillo)

5. Resolution
Approving a Contract with E & J Gallo Winery for their Use of the Police Department Range for a Term of Five (5) Years at a Use Rate of $125.00 Per Day and Authorizing the Interim City Manager to Execute the Contract (Trenton Johnson)

6. Resolution
Approving the Subdivision Improvement Agreement and Recordation of the Final Parcel Map for Sambella Plaza and Authorizing the Interim City Manager to Execute the Agreement and Related Security Documents (Michael Beltran)

AGENDA
Regular City Council Meeting
August 24, 2026

7. Resolution
Approving an Agreement with Capitol Advocacy Partners for Grant Watch, Federal Advocacy, and As-Needed Grant Writing Services at a Reduced Rate of $2,500 per Month, Plus As-Needed Grant Writing Fees Based on Application Narrative Length, Including an Amount Not to Exceed $19,500 for the California Community Resiliency Center Grant Application, Appropriating $42,690 from General Fund Balance to 10065-029900 (Contracted Services), and Authorizing the Interim City Manager to Execute the Agreement (Steve Williams)

8. Resolution
Approving an Agreement with Capitol Advocacy Partners for Prop 64 Grant Management Services in an Amount of $1,700 per Month through June 30, 2027, to be Reimbursed by the Prop 64 Grant and Authorizing the Interim City Manager to Execute the Agreement (Trenton Johnson, Travis Hudson)

9. Resolution
Approving a Facility Use Agreement between the City of Ceres and the Ceres Unified School District for the Mutual Use of Public Facilities and Authorizing the Interim City Manager to Execute the Agreement (Steve Williams)

10. Resolution
Approving the Landscaping and Maintenance Agreement with Elite Maintenance & Tree Service for City Right-of-Ways in the Amount of $129,720.00 and Authorizing the Interim City Manager to Execute the Agreement (Joshua Casas)

11. Register of Audited Demand(s) Dated July 31, 2026, through August 12, 2026 (Vanessa Portillo)

12. Public Works Monthly Report for June 2026 (Joshua Casas)

13. Resolution
Authorizing the Submission of the Beverage Container Recycling Grant Application for the Fiscal Years 2026-2028 to CalRecycle (Joshua Casas)

14. Resolution
Approving the Addition of the Sign and Pavement Marking Retroreflectivity Project to the Capital Improvement Program; Establishing a New Project String; Approving a Budget Amendment in the Amount of $139,905; Approving Project Agreement No. 1 with TJKM Transportation Consultants under the Master Agreement for Professional Consultant Services; Authorizing Staff to Apply for Highway Safety Improvement Program Cycle 13 Grant Funding for Implementation of Recommended Improvements; and Authorizing the Interim City Manager to Execute the Agreement (Michael Beltran) Consideration of Item(s) Removed from the Consent Calendar D. Unfinished Business
E. Public Hearing

AGENDA
Regular City Council Meeting
August 24, 2026

1. Ordinance
An Ordinance of the City Council of the City of Ceres Adding Section 9.01.070, Unauthorized Camping in Public Areas, to Chapter 01, Disorderly Conduct of Title 9, Public Peace, Safety and Moral of the Ceres Municipal Code (Trenton Johnson)

2. Ordinance
An Ordinance of the City Council of the City of Ceres Adding Section 9.16.120, Use of Parks for Recreational Purposes Only, to Chapter 16, Parks, Public Property, and Public Facilities of Title 9, Public Peace, Safety and Morals, of the Ceres Municipal Code (Trenton Johnson)

3. Resolution
Approving the Annual Report of the Ceres Downtown Revitalization Area (CDRA) for Fiscal Year 2026-2027 and Setting a Public Hearing for October 12, 2026, to Levy an Annual Assessment for Fiscal Year 2026-2027 (Julian Aguirre)

4. Ordinance
Waiver of Second Reading and Adoption of an Ordinance of the City Council of the City of Ceres Adding Chapter 15.18, Electric Vehicle Charging Station Permit Expediting, to Title 15, Buildings and Construction, of the Ceres Municipal Code (Nubia Goldstein) F. New Business

1. Resolution
Amending the Capital Improvement Program to Add the Hatch Road Widening Project to the Existing SRWA South Transmission Main Project, Accepting $480,000 in Surface Transportation Block Grant Funds, Approving Budget Amendments Appropriating $480,000 in Surface Transportation Block Grant Funds and $120,000 in Measure L Funds, Approving Project Agreement No. 6 with Westwood Professional Services, Inc., in an Amount Not to Exceed $550,000, and Authorizing the Interim City Manager to Execute the Agreement (Michael Beltran)

2. Resolution
Appropriating Five Million Dollars ($5,000,000) in Congestion Mitigation and Air Quality Improvement Program Funds to Account 26895.800500 (2530) for Preliminary Engineering, Environmental Documentation, and Final Design for the State Route 99/Service Road/Mitchell Road Interchange Project (Michael Beltran)

3. Resolution
Declaring the City's Intent to Negotiate and Enter into a Revenue Sharing Agreement with the Stanislaus Consolidated Fire Protection District Following the Proposed Annexation of the Ceres Fire Protection District (Steve Williams)
G. Discussion Items

1. Joint City Council and Planning Commission Meeting (Fallon Martin) H. Councilmember Referrals

AGENDA
Regular City Council Meeting
August 24, 2026

Councilmembers request to have an agenda item placed on a future agenda (pursuant to Chapter 2 - City Council Meetings, J-8. City Council Referrals/Determination of Items for Agenda).

1. Hold on Administrative Personnel Changes for 90 Days (Requested by Councilmember Otero at the August 10, 2026, Regular City Council Meeting)
I. Reports
At this time, any Councilmembers or City staff will make an announcement, or report briefly on his/her activities.
● Mayor
● City Council
● City Manager
● City Attorney
● Departments
J. Closed Session

1. Conference with Legal Counsel – Anticipated Litigation, Cal. Gov’t Code § 54956.9(d)(2) Potential Case: 1 case
K. Report from Closed Session
Adjournment
The next regularly scheduled City Council Meeting will be held on September 14, 2026, at 6:00 p.m. in the City Council Chambers located in the Community Center at 2701 Fourth Street, Ceres, CA.

AFFIDAVIT OF POSTING
I, Fallon Martin, City Clerk, for the City of Ceres, decare under penalty of perjury that the foregoing agenda for the Regular City Council Meeting was posted on August 19, 2026, at the following locations in Ceres:
• Community Center Display Case - 2701 Fourth Street
________________________________________
Fallon Martin, City Clerk
Council Agenda:

AGENDA
Regular City Council Meeting
August 24, 2026

The City Council agenda is available for public review on the City’s website (www.ci.ceres.ca.us) and posted at the time and places noted above.

Related Materials:

Any writings or documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspection at the City Clerk’s Office at City Hall located at 2220 Magnolia Street, Ceres, CA during normal business hours. Persons with questions concerning any agenda item may call the City Clerk’s Office at (209) 538-5731.

Notice regarding Americans with Disabilities Act:

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting or if you need the agenda and/or the documents in the agenda packet provided in an alternative format, please contact the City Clerk’s office at (209) 538-5731 at least 48 hours prior to the meeting to ensure that reasonable arrangements can be made (28CFR 35.102-35.104 ADA TITLE II).

PROCLAIMING SEPTEMBER 11, 2026, AS

PATRIOT DAY

THE CITY COUNCIL
City of Ceres
WHEREAS, the City of Ceres will always remember and honor the nearly three thousand innocent lives lost on September 11, 2001; as our Great Nation experienced the worst terrorist attack in the history of the United States; and WHEREAS, September 11th will forever serve as a reminder of the United States of America’s tremendous strength and resilience in the face of devastating loss; and
WHEREAS, we owe a debt of gratitude to our military, law enforcement, firefighters, first responders, volunteers and emergency services for the selfless courage they demonstrated in the face of terror while defending our great freedoms; and
WHEREAS, as Americans, we all must come together, and work to unify our community in order to defend our great freedoms, ensuring that such horrific acts are never again repeated and that our Nation remains the land of the free; and WHEREAS, as Americans, it is our duty to pay tribute to the victims, families and heroes of the September 11th, attacks, ensuring their memory lives on; and WHEREAS, by joint resolution, Public Law 107-89, approved December 18, 2001, the Congress of the United States of American designated September 11th of each year as Patriot Day, and by Public Law 111-13, approved April 21, 2009, the Congress of the United States of America has requested the observance of September 11th as an annually recognized National Day of Service and Remembrance.

NOW, THEREFORE, BE IT RESOLVED I, Javier Lopez, Mayor of the City of Ceres, on behalf of the City Council, Vice Mayor Daniel A. Martinez, Councilmembers James Casey, Rosalinda L. Vierra, and Cerina Otero, do hereby designate September 11, 2026, as Patriot Day, a day of service and remembrance in the City of Ceres.

Proclaimed this 24th day of August 2026
___________________________
Javier Lopez, Mayor

PROCLAIMING SEPTEMBER 14, 2026, AS
HOPE TREE CHURCH’S 100th ANNIVERSARY

THE CITY COUNCIL
City of Ceres
WHEREAS, Hope Tree Church was the first founded Pentecostal church in Ceres; and
WHEREAS, the church first started in the Doolitte Pool Hall located in Ceres; and WHEREAS, the State of California officially recognized the church on September 14, 1926, and was then known as Glad Tidings Mission; and WHEREAS, the original church was built from a reclaimed schoolhouse; and WHEREAS, Hope Tree Church supports over 25 missionaries worldwide and recently raised funds to build five church buildings in Kenya; and WHEREAS, the church is most known for its annual Mega Sports Camp which provides a free sports camp to over 100 children for the 5-day summer event; and WHEREAS, Hope Tree Church participates in the annual Christmas Tree Lane parade and hosts an annual “Christmas Town” every December at the church.

NOW, THEREFORE, BE IT RESOLVED I, Javier Lopez, Mayor of the City of Ceres, on behalf of the City Council, Vice Mayor Daniel A. Martinez, Councilmembers James Casey, Rosalinda L. Vierra, and Cerina Otero, do hereby proclaim September 14, 2026, as Hope Tree Church’s 100th Anniversary.

Proclaimed this 24th day of August 2026
___________________________
Javier Lopez, Mayor

DRAFT MINUTES

CITY COUNCIL REGULAR MEETING

CITY OF CERES, CALIFORNIA
(via ZOOM and in-person)
City Council Chambers, 2701 Fourth Street
Monday, August 10, 2026, at 6:00 p.m.

Mailing Address: Ceres City Hall, 2220 Magnolia Street, Ceres, CA 95307-3292 Phone: (209) 538-5700 Fax: (209) 538-5780

CALL TO ORDER
Mayor Lopez called the August 10, 2026, meeting to order at 6:00 p.m.

ROLL CALL – Present:

Mayor: Javier Lopez
Vice Mayor: Daniel A. Martinez (District 4)
Councilmembers: James Casey (District 1); Rosalinda L. Vierra (District 2); Cerina Otero (District 3)
District 1
Councilmember
Casey
District 2
Councilmember
Vierra
District 3
Councilmember
Otero
District 4
Vice Mayor
Martinez
Mayor Lopez
Absent Present Present Present Present

INVOCATION
Invocation by Patrick Davis, Ceres Christian Center.

PLEDGE OF ALLEGIANCE
Pledge of Allegiance led by Whittne Albracht.

A. PRESENTATIONS

1. Code Enforcement 2nd Quarter Presentation and Analysis Kassandra De La Cruz, Code Enforcement Secretary, gave the presentation.

Council staff discussion included thanking Code Enforcement for their efforts, education, connection with the community, materials provided in English and Spanish, and open cases on the My Ceres mobile app.

DRAFT MINUTES
Regular City Council Meeting
August 10, 2026

CITIZEN COMMUNICATIONS to the Council on matters not included on the agenda (five minutes)
Galen Guzman spoke regarding motor vehicle accident prevention, public records request, conflict of interest with an agreement between the City of Ceres and NorthStar Engineering Group, and the City Attorney’s Statement of Economic Interests (Form 700).

Dave Pratt spoke regarding the traffic synchronization project.

City Clerk, Fallon Martin, read an email into the record from Jerry Greer regarding a list of items/areas that need attention within the city.

CONFLICT OF INTEREST DECLARATION
None
B. APPOINTMENTS TO BOARDS/COMMISSIONS

1. Selecting the Interview Format for the Upcoming Military Appreciation Committee Interviews (Fallon Martin)
City Clerk, Fallon Martin, introduced the item.

Mayor Lopez asked for public comment. The following members of the public spoke:

John Warren spoke regarding expanding the eligibility to the CUSD boundaries.

Mayor Lopez closed public comment.

Council and staff discussion included open meeting interviews, expanding the boundary to meet CUSD’s boundaries, and the committee meeting prior to filling the vacancy.

Action: Motion by Councilmember Otero, seconded by
Councilmember Vierra, approving the Military Appreciation Committee interviews to be conducted in an open City
Council meeting. Motion carried 4/0/1/0 by the following roll call vote:

Councilmember
Casey
Councilmember
Vierra
Councilmember
Otero
Vice Mayor
Martinez Mayor Lopez
Absent Yes Yes Yes Yes
Council provided consensus for the committee to meet prior to filling the vacancy and to extend the recruitment.

DRAFT MINUTES
Regular City Council Meeting
August 10, 2026

C. CONSENT CALENDAR

1. Clerks Report of Posting. The agenda of the August 10, 2026, City Council Meeting was Posted on August 5, 2026.

2. Waive Readings. All Readings of Ordinances and Resolutions are Waived. (Waive readings in full of all ordinances and resolutions on the agenda and declare that said titles which appear on the public agenda shall be determined to have been read by title).

3. Removed for separate consideration.

4. Resolution No. 2026-99
Approving Amendment No. 1 to the Professional Services Agreement with Dokken Engineering for the Crows Landing Road Rehabilitation Project in the Amount of $100,000.00 and Authorizing the Interim City Manager to Execute the Amendment (Michael Beltran)

5. Item pulled by City staff and will be considered at a future City Council meeting.

6. Resolution No. 2026-100
Approving a Four-year Memorandum of Understanding with the California Department of Justice for Access to the National Crime Information Center (NCIC) License Plate Data File Program and Authorizing the Interim City Manager to Execute the Memorandum of Understanding (Trenton Johnson, David McCann)

7. Removed for separate consideration.

8. Resolution No. 2026-102
Authorizing the Interim City Manager to Execute Documents on Behalf of the City of Ceres for the Building Equity and Growth in Neighborhoods (BEGIN) Program (Julian Aguirre)

9. Register of Audited Demand(s) Dated July 16, 2026, through July 30, 2026 (Vanessa Portillo)
Action: Motion by Vice Mayor Martinez, seconded by Councilmember Otero, approving items C.1. – C.2., C.4., C.6., C.8. – C.9. Motion carried 4/0/1/0 by the following roll call vote:

Councilmember
Casey
Councilmember
Vierra
Councilmember
Otero
Vice Mayor
Martinez Mayor Lopez
Absent Yes Yes Yes Yes

DRAFT MINUTES
Regular City Council Meeting
August 10, 2026

CONSIDERATION OF ITEM(S) REMOVED FROM THE CONSENT CALENDAR Item 3 : Removed for separate consideration by Galen Guzman Approval of Minutes for the July 27, 2026, Regular City Council Meeting. (Fallon Martin)
Galen Guzmen spoke regarding a conflict of interest with an agreement the City has with NorthStar Engineering Group.

Mayor Lopez asked for public comment. No one spoke. Mayor Lopez closed public comment.

Action: Motion by Vice Mayor Martinez, seconded by Councilmember Vierra, approving item C.3. Motion carried 4/0/1/0 by the following roll call vote:

Councilmember
Casey
Councilmember
Vierra
Councilmember
Otero
Vice Mayor
Martinez Mayor Lopez
Absent Yes Yes Yes Yes
Item 7 : Removed for separate consideration by Shirley Rogers Resolution No. 2026-101
Authorizing the Sale of Canine Odin to Officer Charles Rushing (Trenton Johnson) Shirley Rogers spoke regarding selling a retired canine and charging the handler $1.00.

Mayor Lopez asked for public comment. No one spoke. Mayor Lopez closed public comment.

Action: Motion by Vice Mayor Martinez, seconded by Councilmember Vierra, approving item C.7. Motion carried 4/0/1/0 by the following roll call vote:

Councilmember
Casey
Councilmember
Vierra
Councilmember
Otero
Vice Mayor
Martinez Mayor Lopez
Absent Yes Yes Yes Yes
D. NFINISHED BUSINESS
None

DRAFT MINUTES
Regular City Council Meeting
August 10, 2026

E. PUBLIC HEARING

1. Resolution No. 2026-103
Ordering the Levy of Assessments for the 1987 Landscaping and Lighting District for Fiscal Year 2026-27 (Michael Beltran)
Engineering Director, Mike Beltran, introduced the item.

Mayor Lopez asked for public comment. No one spoke. Mayor Lopez closed public comment.

Council and staff discussion included consequences if the item does not pass and how it will affect the general fund, lighting & landscape districts not being maintained, previous landscape contracts, maintenance agreement coming before Council, and temporary maintenance agreement.

Action: Motion by Vice Mayor Martinez, seconded by Councilmember Vierra, approving item E.1. Motion carried 3/1/1/0 by the following roll call vote:

Councilmember
Casey
Councilmember
Vierra
Councilmember
Otero
Vice Mayor
Martinez Mayor Lopez
Absent Yes No Yes Yes
F. NEW BUSINESS

1. Ordinance – An Ordinance of the City Council of the City of Ceres Adding Chapter

15.18, Electric Vehicle Charging Station Permit Expediting, to Title 15, Buildings and Construction, of the Ceres Municipal Code (Thomas Remlinger) City Attorney, Thomas Remlinger, presented the item.

Mayor Lopez asked for public comment. No one spoke. Mayor Lopez closed public comment.

Council and staff discussion included the current application process, cost of the permit, electronic submission, CalGreen requirements, number of requests, and locations o existing charging stations.

Action: Motion by Councilmember Vierra, seconded by
Councilmember Otero, approving item F.1. Motion carried 4/0/1/0 by the following roll call vote:

Councilmember
Casey
Councilmember
Vierra
Councilmember
Otero
Vice Mayor
Martinez Mayor Lopez
Absent Yes Yes Yes Yes

DRAFT MINUTES
Regular City Council Meeting
August 10, 2026

G. DISCUSSION ITEMS

1. Report on Planning Commission Recommendation for Interim Urgency Ordinances Imposing Temporary Moratoria on New Fueling Stations and Car Washes (Thomas Remlinger)
City Attorney, Thomas Remlinger, introduced the item.

Mayor Lopez asked for public comment. The following members of the public spoke:

Shirley Rogers spoke regarding how much it would cost in attorney fees to develop a moratorium.

Dave Pratt spoke regarding Triple R gas station.

Jorge Guerrero spoke in support of a moratorium and revenue split amongst existing and future gas stations.

Galen Guzman spoke in support of the moratorium, landscaping at commercial properties, and a splash pad.

Nasson Sanchez spoke in support of a moratorium.

Mayor Lopez closed public comment.

City Clerk, Fallon Martin, read an email into the record from Angie Riley regarding their support of a moratorium.

City Clerk, Fallon Martin, read an email into the record from Christina Richards regarding their support of a moratorium.

City Clerk, Fallon Martin, read an email into the record from Gary M. Condit regarding their support of a moratorium.

Council and staff discussion included temporary moratorium, affect on gas stations and car washes in the permitting process, approved car wash and gas station projects but not built, sales tax revenue for gas stations and car washes, car wash water usage compliance, contamination of groundwater by underground gas tanks, Senate Bill 445, Housing Element, looking at what other cities are doing, number of car washes and gas stations that need to go before the Planning Commission, permitting process, and number of existing gas stations and car washes.

DRAFT MINUTES
Regular City Council Meeting
August 10, 2026

H. COUNCILMEMBER REFERRALS

1. General Fund Reserve Balance from 2019 – 2021
(Requested by Councilmember Otero on July 22, 2026)
Councilmember Otero introduced the referral.

Mayor Lopez asked for public comment. The following members of the public spoke:

Sue Reynolds spoke in support of the referral.

Galen Guzman requested to add Measure H and Measure L to this referral.

Mayor Lopez closed public comment.

Council and staff discussion included staff timing to gather the information and adding this referral to an existing referral.

Council provided consensus on this item.

2. Speed Limit Study
(Requested by Councilmember Rosalinda Vierra on July 27, 2026) Councilmember Vierra introduced the referral.

Mayor Lopez asked for public comment. No one spoke. Mayor Lopez closed public comment.

Council and staff discussion included cost, incorporating Boothe Road and Eastgate Boulevard, safety corridors, Assembly Bill 43, and Assembly Bill 382.

Council provided consensus on this item.

3. Facility and Event Fee Waivers
(Requested by Councilmember Otero on July 27, 2026)
Councilmember Otero introduced the referral.

Mayor Lopez asked for public comment. No one spoke. Mayor Lopez closed public comment.

Council and staff discussion included prolonging the process and fee waiver options.

Council did not provide consensus on this item.

DRAFT MINUTES
Regular City Council Meeting
August 10, 2026

NEW REFERRALS
Placing a Hold on Administrative Personnel Changes for 90 Days (Requested by Councilmember Otero)
I. REPORTS
• Mayor
Mayor Lopez spoke regarding National Night Out, certificates presented, Ceres Unified School District’s Back to School Bash, Central Valley High School grand opening of the Hawk Stadium, police academy graduation, and Assyrian Martyrs Day. • City Council
Vice Mayor Martinez spoke regarding Smyrna Park meeting.

Councilmember Otero spoke regarding lights at Ochoa Park, La Perla Tapatia signage, thanking park and facilities staff, and National Night Out.

Councilmember Vierra spoke regarding lights at Ochoa Park, free swimming day by TID and Salvation Army Modesto Red Shield Center, backpack and community resource fair, National Night Out, ride-a-long with Modesto Fire, Central Valley High School grand opening of the Hawk Stadium, Assyrian Martyrs Day, homeless alliance meeting, and National Honeybee Celebration.
• City Manager
Interim City Manager, Steve Williams, spoke regarding Police Department staffing, National Night Out, City parks, streets, and maintenance staff, and addressing the playground structure at Independence Park.
• City Attorney
Nothing to report.
• Departments
Police Chief, Trenton Johnson, spoke regarding Prop 64, National Night Out, and police academy graduate recruits.

Engineering Director, Mike Beltran, spoke regarding the Hatch Road project, Richland Avenue project, City Hall sewer replacement project, and coffee with the engineer.

Redevelopment & Economic Development Director, Julian Aguirre, spoke regarding the CAPER block grant, CAPER public meeting at the Community Center, and workshop on the downtown specific plan.

DRAFT MINUTES
Regular City Council Meeting
August 10, 2026

J. CLOSED SESSION

1. Conference with Legal Counsel – Existing Litigation, Cal Gov’t Code §54956.9 Name of Case: Charanjit “Sunny” Ghai; Ghai Management Services, Inc. vs. City of Ceres City Council, et al.

Stanislaus County Superior Court Case Number: CV-25-008787 Mayor Lopez introduced the item.

Mayor Lopez asked for public comment. No one spoke. Mayor Lopez closed public comment.

K. REPORT FROM CLOSED SESSION
Mayor Lopez announced there was no reportable action.

ADJOURNMENT
The next scheduled City Council Meeting will be held on August 24, 2026, at 6:00 p.m. in the City Council Chambers located in the Community Center at 2701 Fourth Street, Ceres, CA.

There being no further business, Mayor Lopez adjourned the meeting at 8:42 p.m. ______________________________
Javier Lopez, Mayor
______________________________
Fallon Martin, City Clerk
Consistent with Council Policy, the minutes referenced above are in Action Format. The complete recording of the meeting can be viewed at http://www.ci.ceres.ca.us/ agenda center.

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: August 24, 2026
To: Mayor and City Council
From: Steve Williams, Interim City Manager
Contact: Vanessa Portillo, Finance Director, [email protected] Subject: Resolution
Approving a Multi-Year Professional Services Agreement with MGT Impact Solutions, LLC (MGT) for State Mandated Cost Claiming Services (SB90) and Authorizing the Interim City Manager to Execute the Agreement
Recommended Council Action:

Staff recommends the City Council adopt a resolution approving a multi-year professional services agreement with MGT Impact Solutions, LLC (MGT) for State Mandated Cost Claiming (SB 90) services and authorize the Interim City Manager to execute the agreement.

Background:

The State Mandated Cost Claiming Program, referred to as SB 90 claiming, allows local agencies to seek reimbursement from the State of California for costs associated with implementing state-mandated programs. Preparation and submission of these claims require specialized technical expertise and ongoing monitoring of eligible reimbursable activities.

The City has previously utilized the services of MGT Impact Solutions, LLC to prepare and file State-mandated cost claims. MGT has extensive experience providing SB 90 services to local governments throughout California and has demonstrated knowledge of the City’s organizational structure, departmental operations, and existing claiming processes.

The proposed services include preparation and filing of all annual claims due February 15 of each year, preparation of new or first-time claims that arise during the fiscal year,

audit assistance, program training, and ongoing updates regarding SB 90 reimbursement opportunities and legislative changes.

Reasons for Recommendation:

The proposed multi-year agreement will provide continuity in services and ensure the City continues to pursue reimbursement opportunities available through State mandated programs.

MGT proposes a full service approach to State mandated cost claiming designed to maximize reimbursement revenues while minimizing the impact on City staff resources.

Under the proposed agreement, MGT will:
• Prepare and file all annual SB 90 mandated cost claims; • Prepare and submit any new or first-time eligible claims during the contract term;
• Provide up to four hours of audit assistance annually; • Provide SB 90 program training and updates to City staff; and • Monitor legislative and reimbursement developments related to State mandates.

Fiscal Impacts:

The agreement includes a fixed fee of $6,750 for preparation and filing of FY 2025-2026 annual claims and any new claims filed during FY 2026-2027. The fee will be paid on a quarterly basis and is included as part of the Fiscal Year 2026-2027 Adopted Budget.

Funding for future years of the agreement will be incorporated into subsequent annual budgets for City Council consideration and approval.

Existing Policy / Relationship to the Strategic Plan:

N/A
Policy Alternatives:

The City Council may choose not to approve the agreement with MGT Impact Solutions, LLC. However, without specialized consultant assistance, the City may be unable to effectively prepare and submit Annual State Mandated Cost Claims, as the reporting and claim preparation process requires detailed knowledge of SB 90 reimbursement requirements. As a result, the City could lose eligible reimbursement revenues.

Interdepartmental Coordination

The Finance Department and Police Department worked collaboratively to gather and provide the necessary documentation and information required for preparation of the State mandated cost claims.

Public Participation:

N/A
Environmental Review:

N/A
Steps Following Approval:

Interim City Manager will execute the agreement with MGT Impact Solutions, LLC. City staff will coordinate with MGT to provide the necessary documentation and information required for preparation and submission of the City’s Annual State Mandated Cost for Fiscal year 2025-2026 claims and any new eligible claims during the agreement term.

Attachments:

1. Attachment A - Resolution

2. Attachment B- Agreement

ATTACHMENT A
RESOLUTION NO. 2026-XXX

APPROVING A MULTI-YEAR PROFESSIONAL SERVICES

AGREEMENT WITH MGT IMPACT SOLUTIONS, LLC FOR
STATEMANDATED COST CLAIMING SERVICES (SB90) AND

AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE THE

AGREEMENT

THE CITY COUNCIL
City of Ceres
WHEREAS, the City of Ceres is eligible to seek reimbursement from the State of California for certain state-mandated programs and activities pursuant to State Mandated Cost Claiming (SB 90) requirements; and
WHEREAS, preparation and submission of State mandated cost claims require specialized technical expertise and knowledge of applicable reimbursement regulations and reporting requirements; and
WHEREAS, MGT Impact Solutions, LLC has submitted a proposal to provide State Mandated Cost Claiming services for the City, including preparation and filing of annual claims, preparation of new eligible claims, audit assistance, and related program support services; and
WHEREAS, funding for Fiscal Year 2025-2026 Annual Claim is included in the Adopted Fiscal Year 2026-2027 Budget.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ceres does hereby approve a multi-year professional services agreement with MGT Impact Solutions, LLC for State Mandated Cost Claiming Services (SB90) and authorizes the Interim City Manager to execute the agreement.

PASSED AND ADOPTED by the Ceres City Council at a regular meeting thereof held on the 24th day of August 2026, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
________________________________
Javier Lopez, Mayor
ATTEST:
_________________________________
Fallon Martin, City Clerk

(813) 327-4717 | 4320 W. Kennedy Blvd., Tampa, FL 33609 MGT.us

MASTER SERVICES AGREEMENT
THIS MASTER SERVICES AGREEMENT (“Agreement”) is entered into as of June 2, 2026 (“Effective Date”) between MGT Impact Solutions, LLC (“MGT”), with offices located at 4320 West Kennedy Boulevard, Tampa, FL 33609, and City of Ceres, California (“Client”), located at 2220 Magnolia St., Ceres, CA 95307, collectively referred to herein as the “Parties”.

WHEREAS, MGT offers global technological, educational, organizational and staffing consulting solutions services to the public and private sectors;
WHEREAS, Client anticipates a need within its organization for MGT’s services; and WHEREAS, the Parties intend for this Agreement to serve as the governing, contractual basis of MGT’s provision of future project-level services to Client.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. THIS AGREEMENT AND STATEMENTS OF WORK. The Parties enter into this Agreement to set forth the general terms and conditions that will govern MGT’s provision of services to Client. Such services will be subsequently agreed upon by the Parties in individual Statements of Work (“SOW”).

Each SOW will state all details required for the proper provision of project-level services, including scope, pricing, period of performance, and other required information (“Services”) each an Exhibit A, Statement of Work, attached hereto and incorporated into the Agreement. Unless otherwise stated in an SOW, all Services shall be performed remotely. Each SOW will require signature by both parties to be effective.

2. CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE. The contract documents consist of this Agreement and all exhibits, attachments, amendments, and SOWs subsequently executed by the Parties and all exhibits, attachments, amendments, and other documents made a part of the SOW (“Contract Documents”). Upon signature by the Parties, all SOWs executed during the Term shall be considered incorporated into and made a part of this Agreement.

In the event of a conflict among the terms and conditions in this Agreement and any SOW, unless that SOW expressly states the intention for the SOW to control with regard to the conflicting term or condition, then this Agreement shall control. Any terms or conditions contained in documents issued by Client other than the Contract Documents, including purchase orders, shall be voidable at MGT’s discretion.

3. TERM. The term of this Agreement shall commence on the Effective Date and will continue for a period of one (1) year or until terminated in accordance with this Agreement. This Agreement will automatically renew for additional one (1) year terms unless terminated by either party at least thirty (30) days prior to the expiration date.

4. TERMINATION. This Agreement or any individual SOW may be terminated with cause by either party: (a) if the other party materially breaches the terms of this Agreement and fails to cure the breach within thirty (30) calendar days following written notice specifying the breach, or (b) immediately upon written notice if the other party fails to comply with applicable law or regulation.

5. INSURANCE. During the Term of this Agreement and any SOW, MGT will maintain the minimum insurance coverages below. MGT shall provide Certificates of Insurance to Client upon request and as required under SOWs.
a. Commercial General Liability $1,000,000 per occurrence

ATTACHMENT B

2 MGT.us
$2,000,000 annual aggregate
b. Business Automobile Liability $1,000,000 combined single-limit c. Umbrella/Excess Liability $10,000,000 per occurrence & aggregate, follows form
d. Worker’s Compensation Per Statute
e. Employer’s Liability $1,000,000 each accident
f. Professional Liability $5,000,000 aggregate

6. INTELLECTUAL PROPERTY. For purposes of this Agreement, "Intellectual Property" shall mean patented and unpatented inventions, mask works, copyrighted works, software, software development tools, methodologies, processes, technologies, algorithms, trade secrets, know-how, and proprietary information of either Party.

Each Party shall retain title to any Intellectual Property developed, authored, conceived, or reduced to practice independently and solely by that Party during the performance of this Agreement, without use of the other party’s Intellectual Property.

Client shall exclusively own all rights, title, and interest in and to any and all materials, data, documentation, reports, designs, or other deliverables that are created, developed, or generated by MGT pursuant to this Agreement (“Work Product”). MGT retains ownership of all other Intellectual Property developed independently and used in connection with the services but grants the Client a fully paid, nonexclusive, irrevocable, worldwide license to use, reproduce, prepare derivative works, perform publicly, and display publicly any such Intellectual Property incorporated into the Work Product.

7. INDEMNIFICATION. To the extent permitted by law, each Party shall fully defend, indemnify and hold harmless the other Party and its officers, directors, employees, agents, representatives, successors and assigns (collectively, “Indemnified Parties”) from any and all claims, demands, causes of actions, costs, expenses, liability, losses, or damages including attorney’s fees and expenses (“Claims”), whether in law or in equity, for bodily injury, death or property damage arising out of, relating to or caused by, in whole or part, the negligence, errors, omissions or willful misconduct of the indemnifying party or its officials, officers, employees, subcontractors, consultants or agents, relating to or connected with performance under this Agreement, unless Claims are caused wholly by the sole negligence or willful misconduct of the Indemnified Parties.

A Party’s indemnity obligations under this Section are contingent upon the indemnified party: a) promptly notifying indemnifying party of each claim; provided, however, that the indemnified party’s failure to give prompt notice to the indemnifying party of any such claim shall not relieve the indemnifying party of any obligation under this Section except and to the extent that such failure materially prejudices the indemnifying party’s ability to defend against such claim; b) providing the indemnifying party with sole control over the defense and/or settlement thereof, provided however, that indemnifying party shall not settle any claim that includes an admission of wrongdoing by indemnified parties or otherwise adversely affects indemnified parties’ interests without prior consent; and c) at the indemnifying party’s request and expense, providing full information and reasonable assistance to the indemnifying party with respect to such claim.

8. LIMITATION OF LIABILITY. MGT shall not be held liable for factors outside of its reasonable control, including losses or damages as a result of Client’s provision of inaccurate data, or changing laws, regulations, political conditions.

TO THE EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL OR

CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR DATA USE, OR LOSS

OR INTERRUPTION OF BUSINESS, ARISING OUT OF ANY OF THE TERMS OR CONDITIONS OF THIS

AGREEMENT OR WITH RESPECT TO ITS PERFORMANCE HEREUNDER, WHETHER ARISING OUT OF

ATTACHMENT B

3 MGT.us

BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR ANY OTHER THEORY. THE FOREGOING LIMITATION OF LIABILITY AND

EXCLUSION OF DAMAGES APPLIES EVEN IF A PARTY HAD OR SHOULD HAVE HAD KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.

To the extent permitted by law, except for actions or claims resulting from MGT’s gross negligence or intentional or willful misconduct, MGT’s total aggregate liability to Client shall be limited to the amount of compensation paid by Client to MGT under this Agreement in the thirty-six (36) months prior to the action giving rise to liability.

9. GOVERNING LAW, JURISDICTION AND VENUE. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of California, without regard to its conflict of laws principles, as to all matters including validity, construction, effect, enforceability, performance, and remedies. Client irrevocably submits to the exclusive jurisdiction of any state or federal court located in Stanislaus County, California, for any legal action or proceeding arising out of or relating to this Agreement. Client further agrees that venue for any such action shall lie exclusively in such courts and hereby waives any objection to venue or forum non conveniens.

10. DISPUTE RESOLUTION PROCEDURE. In the event of a dispute, controversy or claim by and between the Parties arising out of matters related to this Agreement, the Parties will first attempt in good faith to resolve through negotiation any such dispute, controversy, or claim. Either party may initiate negotiations by providing written notice to the other party setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond in writing within five (5) business days with a statement of its position on, and recommended solution to, the dispute. If the dispute is not resolved by this exchange of correspondence, then senior management representatives of each party with full settlement authority will meet at a mutually agreeable time and place within fifteen (15) business days of the date of the initial notice to exchange relevant information and perspectives and to attempt to resolve the dispute.

If the dispute is not resolved by negotiation, either party may commence mediation by written request to the other party. The Parties will cooperate in selecting a mediator and in scheduling the mediation proceedings. The mediation shall take place in Stanislaus County, California. The Parties will participate in the mediation in good faith and will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by either of the parties, their agents, employees, experts or attorneys, or by the mediator, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the parties; provided, however, that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

Either party may seek equitable relief prior to the mediation to preserve the status quo pending the completion of that process. Except for such an action to obtain equitable relief, neither party shall commence a civil action with respect to the matters submitted to mediation until after the completion of the initial mediation session, at which time suit may be brought in any court of competent jurisdiction.

The prevailing party shall be entitled to an award of all reasonable costs, expenses, and attorneys’ fees.

In addition, should the dispute under this Agreement involve the failure to pay fees, and the matter is not resolved through negotiation or mediation, Client shall pay all costs of collection, including, but not limited to, MGT’s legal fees and costs should MGT prevail.

11. CONFIDENTIALITY. Each party shall maintain in confidence and protect from unauthorized disclosure all information exchanged between the Parties that is reasonably understood under the circumstances to be confidential, whether disclosed orally, in writing or marked as confidential (“Confidential Information”).

The receiving party shall make all reasonable efforts to protect Confidential Information from disclosure

ATTACHMENT B

4 MGT.us
to unauthorized third parties. Confidential Information may be disclosed to third parties with a need-toknow under the circumstances and who are bound by confidentiality obligations no less restrictive than those herein. Neither party shall use such Confidential Information except in performance of the Services.

MGT may, however, disclose Client’s name and the general nature of MGT’s work for Client sales proposals.

The above obligations of confidentiality shall not apply to the extent that the receiving party can show that the relevant information (a) was at the time of receipt already in the receiving party’s possession; (b) is, or becomes in the future, public knowledge through no fault or omission of the receiving party; (c) was received from a third-party having the right to disclose; or (d) is required to be disclosed by law.

12. FORCE MAJEURE. Neither party shall be liable or considered at fault for any delay (except for payment) resulting from circumstances beyond the party’s reasonable control, including but not limited to fire, flood, earthquake, elements of nature, epidemics, global pandemics, quarantines, acts of God, acts of war, labor disputes, and supply chain disruptions (“Excusable Delays”). The delayed party shall notify the other party in writing upon the discovery of any significant Excusable Delay. During an Excusable Delay, the delayed party shall use reasonable efforts to mitigate costs and damages and to resume performance under this Agreement.

The Parties recognize that MGT’s ability to timely perform under a SOW is contingent upon Client’s timely provision of any agreed-upon data, personnel access, or other requirements. If Client’s failure to provide to such data, access or other requirements causes significant delays to MGT’s progression of Services, and MGT incurs losses or damages as a result, then the Parties shall negotiate and execute a SOW amendment for an equitable adjustment to the schedule and for additional costs. MGT shall provide all substantiating documentation of costs reasonably requested by Client in consideration for any equitable adjustment. Excusable Delays shall not give rise to an equitable adjustment.

13. FEES AND PAYMENT. Unless otherwise set forth in a SOW, all correct invoices submitted by MGT to Client shall be due and payable upon receipt. If Client disputes an invoice or portion thereof in good faith, then Client shall pay any undisputed portion and provide MGT with written notice of the dispute, in reasonable detail, and the Parties shall promptly meet to resolve such dispute. MGT reserves the right to impose an interest charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum allowable by law in respect of any invoice which is outstanding for more than thirty (30) days.

MGT may stop work after sixty (60) days of Client’s non-payment of undisputed invoiced amounts.

14. MODIFICATION. This Agreement and any SOW shall only be modified by written amendment signed by the Parties. All signed amendments shall be deemed incorporated into this Agreement by reference.

15. This section intentionally omitted.

16. RECORDING. Client agrees that no meetings, communications, or interactions with MGT or its representatives shall be recorded, transcribed, or otherwise captured — whether by audio, video, or other means — without MGT’s prior written consent. This prohibition includes, but is not limited to, the use of recording devices, transcription software, or any third-party services for documentation purposes. Any unauthorized recording or transcription shall be deemed a material breach of this Agreement and may result in immediate termination of services, in addition to any other remedies available to MGT under law or equity. This section shall not apply to any meetings which are open to the public.

17. ASSIGNMENT. Neither party may assign any rights nor delegate any duties or obligations under this Agreement without the express written consent of the other party. Notwithstanding the foregoing, MGT, or its permitted successive assignees or transferees, may assign or transfer this Agreement or delegate any rights or obligations hereunder without consent: (i) to any entity controlled by, or under common control with, MGT, or its permitted successive assignees or transferees; or (ii) in connection

ATTACHMENT B

5 MGT.us
with a merger, reorganization, transfer, sale of assets or change of control or ownership of MGT, or its permitted successive assignees or transferees.

18. INDEPENDENT CONTRACTOR. It is expressly understood that at all times, while rendering the Services, MGT is acting as an independent contractor and not as an officer, agent, or employee of the Client. MGT shall not be required to keep specific work hours (except in the case of specific hours required under employee leasing contracts), equipment, or a specific office, and shall use independent means and methods for performing the Services. For all purposes, including Medicare, Social Security taxes, the Federal Unemployment Act (“FUTA”), income tax withholding, worker’s compensation, and unemployment insurance, MGT, its personnel and contractors will be treated and deemed independent contractors and not employees of Client.

19. NON-DISCRIMINATION/EQUAL EMPLOYMENT PRACTICES. Neither party shall unlawfully discriminate or permit discrimination against any person or group of persons in any matter prohibited by federal, state, or local laws. During the performance of this Agreement, neither party or their employees, agents, or subcontractors, if any, shall discriminate against any employee or applicant for employment because of age, marital status, religion, gender, sexual orientation, gender identity, race, creed, color, national or ethnic origin, medical conditions, physical disability, or any other classifications protected by local, state, or federal laws or regulations. The parties further agree to be bound by applicable state and federal rules governing equal employment opportunity and non-discrimination.

20. NOTICES. All legal notices required by this Agreement are deemed to have been given when notices are both (1) delivered by email to the email address below, and (2) following such email delivery, a mailed copy of the notice is delivered to the mailing address below.

To MGT: To Client:

Name: MGT Impact Solutions, LLC Name: City of Ceres, California ATTN: Legal Notice/Contracts ATTN: Vanessa Portillo
Address: 4320 West Kennedy Blvd., Suite 200 Address: 2220 Magnolia St., Tampa, FL 33609 Ceres, CA 95307
Email: [email protected] Email: [email protected] If the email address and mailing address is incomplete for a party, then notice shall be mailed to the address on the first page of this Agreement.

21. WAIVER. The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent to or waiver of, express or implied, any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

22. SEVERABILITY. If any provision of this Agreement shall be declared illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof, but such illegal or invalid provision shall be fully severable, and this Agreement shall be interpreted and enforced as if such illegal or invalid provision had never been included herein.

23. COUNTERPARTS AND EXECUTION. This Agreement and any SOW may be executed in counterparts, each of which when so executed shall be deemed an original and all of which together shall constitute one and the same instrument. The counterparts may be executed by electronic signature and delivered by scanned signature or other electronic means by any of the parties to any other party and the receiving party may rely on the receipt of this Agreement so executed and delivered as if the original had been received.

ATTACHMENT B

6 MGT.us

24. SURVIVAL. The sections Term, Termination, Insurance, Indemnification, Limitation of Liability, Governing Law, Jurisdiction, Consent to Suit, Dispute Resolution Procedure, Confidentiality, and NonSolicitation of this Agreement and the payment obligations described in any SOW shall survive the termination or expiration of the Agreement or SOW.

25. ENTIRE AGREEMENT. This Agreement, together with all exhibits and any other written agreements entered into by the Parties in connection with the services provided (including but not limited to any End User License Agreements), constitutes the entire agreement between the Parties. Each party acknowledges that in entering into this Agreement it has not relied on any representation or undertaking, whether oral or in writing, except for those expressly stated herein. Any purchase order provided by the Client will be limited by, and subject to, the terms and conditions of this Agreement. Any conflicting terms in the Client’s purchase order shall be deemed null, void, and without effect.

26. NON-EXCLUSIVITY. This Agreement is non-exclusive, and both Parties remain free to enter into similar agreements with third parties. During the term of this Agreement, MGT may perform Services for any other clients, persons, or companies as MGT sees fit, so long as the performance of such Services does not interfere with MGT’s performance of obligations under this Agreement, and do not create a conflict of interest.

27. THIRD PARTY BENEFICIARIES. Except as specifically set forth herein, nothing in this Agreement is intended or shall be construed to confer upon any person or entity, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Master Services Agreement.

MGT IMPACT SOLUTIONS, LLC CITY OF CERES, CALIFORNIA
___________________________________ __________________________________ Name: A. Trey Traviesa Name:

Title: CEO Title:

Date: Date:

ATTACHMENT B

7 MGT.us

EXHIBIT A

STATEMENT OF WORK
As of June 2, 2026“Effective Date”), MGT Impact Solutions, LLC (“MGT”) and City of Ceres, California (“Client”) execute this Statement of Work (“SOW”) pursuant to the Master Services Agreement between the Parties dated June 2, 2026 (“Agreement”).

1. PROJECT
State Mandated Cost Claiming Services (SB 90).

2. SCOPE
MGT will provide services in accordance with MGT’s proposal dated April 9, 2026. All terms of the Proposal are incorporated herein by reference and supersede in the event of a conflict.

3. PERIOD OF PERFORMANCE/PROJECT TIMELINE
The term of this Statement of Work begins on the Effective Date and terminates upon project completion.

4. COMPENSATION AND REIMBURSABLE EXPENSES
A. Fee. The flat fee for the Services described above is $6,750.00 per year B. Expenses. If MGT is required to travel for provision of Services, MGT must obtain prior written authorization from Client for reimbursement of actual expenses.

5. INVOICING AND PAYMENT
MGT will provide quarterly invoices for the services rendered to date.

Payments are due within thirty (30) days of receipt of invoice.

MGT IMPACT SOLUTIONS, LLC CITY OF CERES, CALIFORNIA
___________________________________ __________________________________ Name: A. Trey Traviesa Name:

Title: CEO Title:

Date: Date:

ATTACHMENT B

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: August 24, 2026
To: Mayor and City Council
From: Steve Williams, Interim City Manager
Contact: Trenton Johnson, Police Chief, [email protected] Subject: Resolution
Approving a Contract with E & J Gallo Winery for their Use of the Police Department Range for a Term of Five (5) Years at a Use Rate of $125.00 Per Day and Authorizing the Interim City Manager to Execute the Contract
Recommended Council Action:

Staff recommends the City Council adopt the resolution approving a contract with E & J Gallo Winery for their use of the Police Department Range for a term of five (5) years at a use rate of $125.00 per day and authorizing the Interim City Manager to execute the contract.

Background:

E & J Gallo Winery began using the Police Department Range in 2017 for their firearms requalification requirements. E & J Gallo Winery pays the Police Department $125.00 per day which is the equivalent of $1,500.00 per year for the use of the Range.

Reasons for Recommendation:

Continuing the contract with E & J Gallo Winery will help foster a cooperative relationship between the City of Ceres and E & J Gallo Winery.

Fiscal Impacts:

Approval of this contract will generate annual revenue of approximately $1,500 for the City.

Existing Policy / Relationship to the Strategic Plan:

N/A
Policy Alternatives:

Council could choose to not approve the new five-year contract. In which case, E & J Gallo Winery could choose to contract with the City on a year-to-year basis or cancel their use of the City’s Range.

Interdepartmental Coordination
N/A
Public Participation:

N/A
Environmental Review:

N/A
Steps Following Approval:

Upon City Council approval, the Interim City Manager will execute the five-year (5-year) contract with E & J Gallo Winery.

Attachments:

1. Attrachment A - Resolution

2. Attachment B - Contract

ATTACHMENT A
RESOLUTION NO. 2026-XXX

APPROVING A CONTRACT WITH E & J GALLO WINERY FOR THEIR USE OF THE POLICE DEPARTMENT RANGE FOR A TERM OF FIVE (5) YEARS AT A USE RATE OF $125.00 PER DAY AND AUTHORIZING THE INTERIM CITY

MANAGER TO EXECUTE THE CONTRACT

THE CITY COUNCIL
City of Ceres
WHEREAS, E & J Gallo Winery has been using the Ceres Police Department Range since 2017; and
WHEREAS, E & J Gallo Winery has requested a five-year contract for the use of the Ceres Police Department Range.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ceres does hereby approve a contract with E & J Gallo Winery for their use of the Police Department Range for a term of five (5) years at a use rate of $125.00 per day and authorizes the Interim City Manager to execute the contract.

PASSED AND ADOPTED by the Ceres City Council at a regular meeting thereof held on the 24th day of August 2026, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
________________________________
Javier Lopez, Mayor
ATTEST:
______________________________
Fallon Martin, City Clerk

Docusign Envelope lD 8,{221 l4E-CgD8-83prA-83E6-BAF99062A52F

GUN RANGE USE AGREEMENT BETWEEN

THE CERES POLICE DEPARTMENT AND
E. & J. GALLO WINERY
This Gun Range Use Agreement ("Agreement") is made and entered into this lst day of January,2027 by and between the City of Ceres ("City") and E. & J. Gallo Winery ("Gallo") Each party in this agreement may be individually refered to as "Party" or "Parties". There are no other parties to this Agreement.

NOW. THEREFORE. the panies agree as follow,s:

Gallo will conduct firearms and/or personal protection training for its employees at the Ceres Police Department Range located at 4200 Morgan Road, Ceres, CA, the ("Range").

All training activities at the gun range shall be on an "as-needed" basis and shall be scheduled at least one (1) week in advance through the Ceres Police Range Master.

Gallo shall provide all labor, equipment, material and supplies required or necessary to conduct its training activities properly and competently. Gallo shall determine the method. details and means ofconducting its activitie:.

2. FEE
The lee for Gallo to use the Range is $125.00 per day. The fees will be paid to the City within thirty (30) days following use of the Range.
3, Compliance with Laws
Each party individually certifies and represents that in the perlormance of this Agreement, it will comply with all applicable laws, regulations, rules and orders. Gallo shall comply with the City's regulations pertaining to the use ofthe Range.

4. General Insurance
Gallo shall provide proof of general liability insurance naming the City of Ceres as an additional insured with General Liability coverage with limits of $2.000,000 per occurence for bodily injury, personal injury and property damage.

Gallo shall indemnify, defend and hold harmless the City and its officers, officials and employees from and against allthird-party claims, damages, losses and expenses including reasonable attomey fees("Losses") arising directly out of the use of the Range described herein, caused in whole or in part by any negligent act or omission of Gallo, its officers, agents, or employees, or contractors except where caused by the negligence, or willful

ATTACHMENT B

1. Description of Work

5. Indemnification,/HoldHarmless/ReleaseofLiability/AssumptionofRisk.

I

Docusign Envelope lD 8A22114E-C9D8"83AA-83E6-8AF99062A52F rnisconduet ofthe Citl'. Gallo shallrcqLrire all participants to execute a Release olt-iabilitl.

Assumption of Risk waiver substantially sinrilar to Exhibit A. ln no e\ent shall Callo be liable lirr anr consequential. indirect. incidental. punitire. special. or exemplarl darrages uhatsoever. including. but not limited to. damages tbr loss ol profits. business irrterrrrption. and the likc'. incurred try Citl .

Callo's. obligation to deltnd. indemnit). and hold CITY. its agents. officers. and emplorees harmless under the plorisions olthis paragraph is not limited to or restricted b) arrl requirement in this Agreement thar Gallo. procure and mairltain a policr of insurance.

6. Te rmination
-l his Agreement shall be etfective tbr five (5) years beginning .lanuary 1. 2027 and ending on December 31.2031. -fhe Agreernent rnay tre ertended or modified bl mutLral *ritten agreement of the Parties. I-his Agreernent ma\ be terminated at irnl time. tbr anr reason" upon written notice b1' the Citl'or Callo.
1 Entire Agreement
l his rrriting constitutes the entire Agreement bet\4een the Parties relative to the use olthe Range specitied herein. and no moditlcations hereof shall be etl'ective unless and until such modification is evidenced h1- a writing signed by both parlies lo the Agreement. l'here are no understandings. agreernents. conditions. fcpresentations. lrarranties or promises \\ith respect to the subject matter of this Agreemcnt e\cept those corltained in or ret'erred to in this u riting.

It. lndependent Contructor
It is expressll' understood and agreed by the parties hereto that the activities conducted b) Gallo pursuant to this Agreement are corrducted as an independent contractor. All persons hired b1 (iallo and pertbrrning the \\'ork or actirities shall be Callo. etnplorees or agents.

9. \otices
All notices. statenrcnts. repofis. approvals or fequests or other contmunications that arc required either erpressly or by irnplication to be eiren b1 either part) to the other under this Agreement shall be in uriting and signed lor each partl b1 such otJlcers as cach ma1. fiom time to time. authorize in *riting to so itct. All suclr notices shall bc deemed to have been receired on thc date ol'delirery if delircred perscrnalh or thlee (i)da1s aftcr mailing ilencloseel in a properll addressed and starnped enrelope and deposited in the LI.S. Post Ofllce tbr delivery. Unless and Lrntil tbnnally notitled otherrvise. all notices shall be addressed to the parties at their addresses shou n belo*:

City ol Ceres
Ceres Police Department
I717 Third Street
C'ercs. CA 95307
l

ATTACHMENT B

Docusign Envelope lD: 4A221 14E CgD8-83AA-83E6-BAF99062A52F 1,. & .1. (iallo \\'incrl
Attn: Iodrl lrin iga
6(X) \'oscrn itc []lr d.
\lotlesto. ( \ 95 -15+

10. (icncral I'ror isions.
l0.r N{oditlcatiorr 9f A!:reerrrent. T his Agreement ma1 be supplernenter.l. amended. or rnoditled onll b1 a sriting signed b1 the Citl and Gallo

10.2Entire Agreernent. This Agreement constitutes the final. complete. and exclusile staterrent ot'the ternrs ol the agreetnent betreen the Panies penaining to the action and supersedes all other prior or contemporaneous oral or rvritten understandings and agreements 01'the Parties. No Partl has been induced to enter into this Agreement b1'. nor is an1 Panl rell ing on. an) representation or rlarrant\ except those erpressll' set fbrth in this Aureement.

10.3 Agrccmcnt is Volurltar\ -l-he Parties ackno*ledge that the) ha\e entcred into this Agreelrent loluntarill. on the basis oftheir ounjudgnrent and uithout coercion. and not in reliance on irny prornises. representctions. or \tatements made by the other Partl other than those eontaincd in this Agreement. This Agreement incorporates the entire understanding of.the Paflies and recites the sole consideration of'the promises and agreenlents conttrined within it. I-he Parties have read this Agreement arrd are lirlll tlrare of its contorts and legal efi-ect.

10.4 li 'll ncc. linrc is ol' the essclrce lor this Agreement. and cach section contained rrithirr this Agreement is made and declared to be a material. necessarl" and esserrtial purt rrl this ABreement.

10.5 Ser erab ilin tlt'Asreement. lla court or an arbitrator of competent jurisdiction holds anv section ol'this Agreernent to be illegal. unenforceable. or invalid for alrl' reason. the raliditl and entorceabilitl ofthe renraining seclions of this Agreerrent slrall not be at'tected.
lo.6Authorit\. All Panies to this Agreetlent \\arrant and represent thal the) ha\e the porrer and authorit) to enter intcr this ,Agreement. and the names. titles- and capacities hereirr stated on behallol'any entities. persons. states. or llrms represented or purponed to be represented b} such entities- persons. states. or firms and that all former requirements neccssar) or required b1' the state or f'ederal lari in order ttr enter into this Agreement had been firlly cornplied sith. Funher" b1 entering into this Agreenlent. neither Party hereto shall have breached the tenns or conditions of an) other contract or agreement to uhich such Part)' is obligated. u'hich such breach rould have a material et'tect hereon.

10.7 Non interference. No Party' will do anlthing to interfere ra ith or inhibit the abilitl'of the other to comply with their respective obligations under the terms of this Agreement.

10.8 Ambiguities. Eiach Party has participated lully in the review and revision of this

ATTACHMENT B

Docusign Envelope lD BA221 14E-C9D8-83AA-83E6-BAF9S062A52F Agreement. Any rule of construction that ambiguities are to be resolr ed against the drafiing Parll does not appll in interpreting this Agreement.

10.9Headings. The headings in this Agreement are included fbr convenience only-. and neither aff-ect the construction or interpretation ofany section in this Agreement nor af-tect an_\ ofthe rights or obligations ofthe Parties to this Agreement.

10.10 Necessarv Acts and Further Assurances. The Panies shall. at their oun cost and expense. execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carrl out the intent and purposes olthis Agreement. The Parties rvill act in good taith to carr)- out the intent of this Agreement.

10.11 Governing. Lart.. '[his Agreernent shall be governed and construed in accordance rvith the laws o1'the State olCalifornia.

10.12 Venue. Venue for all legal proceedings shall be in the Superior Court olCalifbrnia. in and for the County of Stanislaus.

10.13 Attorne)"s Fees and Costs. lfanl action at la\\ or in equity. including action fbr declaratorl relief. is brought to entbrce or interpret sections of this Agreernent. the prevailing Party shall be entitled to reasonable attonte)'s f'ees and costs. nhich rnay be set by the court in the same action o[ in a separate action brought for that purpose, in addition to an) other reliefto which sLrch Partv ma1' be entitled.

10.14 Waiver. No covenant. tenn. or condition" or the breach thereof. shall be deemed rvaived, except by uritten consent ol the Party against whom the u'aiver is claimed. and any *'aivel ofthe breach olany covenant. term. or condition shall nor be deemed to be a waiver of an1 preceding or succeeding breach of the same or any other covenant. terrn. or condition.

10.15 Counterparts. This Agreement lnay be executed in counterparts and all so erecuted shall constitute an agreement w'ltich shall be binding upon the Parties hereto. notr.r ithstantling that the signatures ol all Parties and Parties' designated representatives do not appear on the same page.
4 ATTACHMENT B

Docusign Envelope lD: 8A221 14E-CgD8-83AA-83E6-8AF99062A52F IN WITNESS WHEREOF the Parties erecute this Asreement on the dar and rear tlrst hereinabor e uritten.

CI IY OF CERES E. & J. GALLO \,\'INI]RY
"t$-'r(!}_
APPROVED AS TO t]ORNI:
[.ynne Martinez
Title: Director Contraats & Legal Operations
Nubia Goldstein
Title: Citl Attomey
Steve Williams
'l itle: Interim City Manager

ATTACHMENT B

Docusign Envelope lD 8A221 14E-CgD8-83AA-83E6-8AF99062A52F l,XtllUI-l .,\
I{l:t.L-.\.'\E ()l: l.l.\l}lt.l l\' .\SSt \ll' I I0\ OF RISK In consideratitu (\t'the Llsc oithe Ccrcs Police Department (Police Department) shooting range the undersigur'd does hereby irrevocabll'and unconditionall) !iai\e. release and tbrever dischar-se the I itr of Ceres and an] and all of its olJleers- agents and entpltrl ees. and lll persons acting h_\. through. undr.'r or in conccrt uith anr of thetn tiom an1 and all charges. complaints. lawsuits. clairns- liabilities. ()r causes of actiott. t,f anr nature and on an\ grounds rrhatsoerer. uhether kntrrln or Ltnkntrrrn. arising r-rut ol'or in an\ l'nanncr J\)\\eixtcrl rrith. tltc L..e.rl'thc :hrr,rtinr rlnoe.

It is lcknri*lcdgcd that the use ol ttrearms is an extrctlelr dangertrus acti\it). and $rth this knrrri ledge. the undersigned does herebr assume all risk of inlLrrl arising. in artl manner. (rrrt rrf thi u:c.rl'ilii Jli.^,,;,rS range. l-his asJLlmption rrf risk incltrdes atl\ lilu$n or unkno$n dct'ccts that mar erist rcsartlins the shootins range and rn1 tacilities located thcreon.

I'hc undersigned docs herebr uairc att,,l release all rights Lrnder Section 15,12 ofthc ( alitornia Cir il C,,de rrhich reads ls tirllo* s:
".\ GEN t,R.\L RELF..'\St: IX)ES NO I t.X I t:N D lO CL.\lillS \\ HICH l't ltl CRLDI IoR IX)ES NOI K.\.-O\\ OR SLiSPt,CI TO EXISf lN lllS OR Ht,R FAVOR AI ttlE TMt, oF EXECLiTIN(l lIlE REt-l,ASt,. \\'HICII Iil KNO\\'N BY tllNl OR Ht,R NI[.rST llAVF. \1AlERIALt,Y AFFECTED tllS OR HER SL ITLE\1F.N t \\'l I H TI lE Dt.B'l OR."
E. & J. G,,\LLO \\'INT]R\'
l)uted July 16 2026 | 5:35 PM PDT Lynne Madinez
Printed Narne
Director Contracts & Legal Operations
'Iit le
S isnature
6 ATTACHMENT B

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: August 24, 2026
To: Mayor and City Council
From: Steve Williams, Interim City Manager
Contact: Michael Beltran, City Engineer, [email protected] Subject: Resolution
Approving the Subdivision Improvement Agreement and
Recordation of the Final Parcel Map for Sambella Plaza and Authorizing the Interim City Manager to Execute the Agreement and Related Security Documents
Recommended Council Action:

Staff recommends that the City Council adopt a resolution approving the Subdivision Improvement Agreement for Sambella Plaza, approving the recordation of the Final Parcel Map, accepting the proposed real-property security subject to final approval by the City Attorney, and authorizing the Interim City Manager to execute the Agreement and all related documents.

Background:

Sambella Plaza (the “Project”) is located generally south of Mitchell Road, north of Moore Road, and adjacent to the State Route 99 northbound off-ramp within and immediately adjacent to the City of Ceres (“City”). The parcel map subdivides the Project property into six parcels and includes Rohde Road through the site. Parcel 3 is identified on the map as a storm-drain basin offered for dedication. The property is owned or controlled by Esam Khacho, Trustee of the Esam Khacho Trust, as shown on the Final Parcel Map.

The Subdivider is required to construct the public and private improvements associated with the Project in accordance with the approved improvement plans, applicable conditions of approval, City standards, and the Subdivision Map Act. Because all required improvements will not be completed before recordation of the Final Parcel Map, the Subdivider has submitted a Subdivision Improvement Agreement establishing the obligations, schedule, inspection requirements, insurance, indemnification, and remedies applicable to completion of the work.

Reasons for Recommendation:

The Subdivision Improvement Agreement obligates the Subdivider to construct all required improvements at its sole cost and in accordance with the approved plans and City standards. The Agreement also provides the City with inspection rights and remedies if the Subdivider fails to complete the improvements within the required period. Approval of the Agreement will allow the parcel map to be recorded while preserving the City’s ability to require and enforce completion of the improvements.

In lieu of conventional surety bonds or a letter of credit, the Subdivider proposes to secure its improvement obligations with a specifically identified parcel of real property.

The security documents will provide for transfer of the property to the City upon the Subdivider’s uncured default so that the City may use, sell, or otherwise apply the property, as legally authorized, toward completion of the required improvements and recovery of related City costs. Before execution and recordation, the City Attorney and City staff will confirm that the security instrument, title condition, valuation, priority, and transfer mechanism are acceptable and adequately protect the City.

The Final Parcel Map has been reviewed by City staff and found to be in substantial conformance with the approved tentative map, project entitlements, and applicable conditions of approval. Subject to execution of the Subdivision Improvement Agreement and completion of the required security documents, the map is ready for approval and recordation.

Fiscal Impacts:

The Subdivider is responsible for all costs associated with design, construction, inspection, administration, recording, and completion of the required improvements. The proposed real-property security is intended to protect the City against the cost of completing the improvements if the Subdivider defaults. The City will not execute the Agreement or record the Final Parcel Map until the City Attorney and City staff determine that the security documents and the value and title of the pledged property are sufficient and acceptable.

No General Fund expenditure is anticipated as a result of approving the Agreement. If a default occurs, the City’s recovery may depend on the market value, title condition, and liquidity of the property provided as security; those matters will be addressed through the final security documents and supporting due diligence.

Existing Policy / Relationship to the Strategic Plan:

This project is in conformance with the First Goal of the Strategic Plan:

Infrastructure: Ensure that the community has adequate, well-maintained infrastructure that fosters a quality community and supports a strong economy.

Policy Alternatives:

The City Council may approve the Subdivision Improvement Agreement, Final Parcel

Map, and related real-property security as recommended by staff.

The City Council may continue the item and request additional information or modifications to the Agreement or security documents.

The City Council may also deny approval; however, denial would prevent recordation of the Final Parcel Map and delay development of the Project.

Interdepartmental Coordination
The Project and proposed Agreement have been coordinated among the Engineering, Community Development, Finance, and City Attorney’s Office. Final acceptance of the real-property security will remain subject to legal review, title review, valuation, and confirmation that the security provides the City with an enforceable and practical means to complete the improvements following an uncured default.

Public Participation:

N/A
Environmental Review:

Environmental review for the Project was completed in connection with the underlying project entitlements. Approval of the Subdivision Improvement Agreement and Final Parcel Map is administrative and implements those prior approvals.

Steps Following Approval:

Following City Council approval, the Subdivision Improvement Agreement and related security documents will be finalized, executed, and recorded concurrently with the Final Parcel Map through the Stanislaus County Recorder’s Office. The Subdivider will then proceed with construction of the required improvements in accordance with the approved plans and conditions of approval. If the Subdivider defaults and fails to cure within the period provided by the Agreement, the City may exercise its rights under the security documents, including accepting transfer of the pledged property and applying it toward completion of the improvements and recovery of City costs.

Attachments:

1. Attachment A - Resolution

2. Attachment B - Parcel Map

3. Attachment C - Subdivision Improvement Agreement

4. Attachment D - Cost Estimate

5. Attachment E - Exhibit C, D, E to Agreement - Appraisal Report

ATTACHMENT A
RESOLUTION NO. 2026-XXX

APPROVING THE SUBDIVISION IMPROVEMENT AGREEMENT AND

RECORDATION OF THE FINAL PARCEL MAP FOR SAMBELLA

PLAZA AND AUTHORIZING THE INTERIM CITY MANAGER TO

EXECUTE THE AGREEMENT AND RELATED SECURITY

DOCUMENTS

THE CITY COUNCIL
City of Ceres
WHEREAS, Esam Khacho, Trustee of the Esam Khacho Trust as set forth in the Khacho Revocable Trust under instrument dated February 13, 2006 (hereinafter “Developer”), is the owner of certain real property generally located south of Mitchell Road, north of Moore Road and the Turlock Irrigation District Ceres Main Canal, east of the State Route 99 northbound off-ramp, and west of Service Road in the City of Ceres, County of Stanislaus; and
WHEREAS, the Developer has applied for and received approval to subdivide the property into six (6) parcels, as shown on the Final Parcel Map for the Sambella Plaza Subdivision; and
WHEREAS, the Final Parcel Map for the Sambella Plaza Subdivision has been submitted to the City for approval and recordation; and WHEREAS, the Engineering Department has reviewed the Final Parcel Map and has determined that it is technically correct and in substantial conformance with the approved entitlements and applicable provisions of the Subdivision Map Act and the Ceres Municipal Code; and
WHEREAS, the Developer has executed a Subdivision Improvement Agreement with the City of Ceres, which obligates the Developer to construct all required improvements in accordance with the approved improvement plans, conditions of approval, and City standards; and
WHEREAS, in lieu of conventional improvement bonds or other forms of security, the Developer has proposed to provide certain real property as security for the faithful performance, payment, and warranty obligations required under the Subdivision Improvement Agreement; and
WHEREAS, the real-property security shall be documented through instruments approved by the City Attorney that provide the City with an enforceable right to obtain title to, take possession of, sell, or otherwise use the secured property, following an uncured default, to fund or complete the required improvements; and WHEREAS, acceptance of the real-property security is conditioned upon confirmation, to the satisfaction of the City Manager and City Attorney, that the secured property has sufficient value, acceptable title, and adequate lien priority to protect the

ATTACHMENT A
City and satisfy the security requirements of the Subdivision Improvement Agreement and applicable law; and
WHEREAS, the Subdivision Improvement Agreement and all related realproperty security documents shall be in forms approved by the City Attorney and are necessary to ensure completion of the required subdivision improvements; and WHEREAS, upon execution of the Subdivision Improvement Agreement and the related security documents, all conditions precedent to approval and recordation of the Final Parcel Map will have been satisfied.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ceres does hereby approve the Subdivision Improvement Agreement and Recordation of the Final Parcel Map for Sambella Plaza, and Authorizing the Interim City Manager to Execute the Agreement and Related Security Documents.

PASSED AND ADOPTED by the Ceres City Council at a regular meeting thereof held on the 24th day of August 2026, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
________________________________
Javier Lopez, Mayor
ATTEST:
_________________________________
Fallon Martin, City Clerk

PARCEL MAP FOR DR SAMBELLA PLAZA G GDR ENGINEERING, Inc. OWNER'S STATEMENT TAX COLLECTOR'S STATEMENT CITY ENGINEER'S STATEMENT COUNTY RECORDER'S STATEMENT CITY'S SURVEYOR'S STATEMENT PLANNING COMMISSION'S STATEMENT NOTARY STATEMENT DO NOT STAMP SURVEYOR'S STATEMENT CLERK OF THE BOARD OF SUPERVISOR'S CERTIFICATE ACCEPTANCE/ABANDONMENT STATEMENT A PORTION OF THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION 24, TOWNSHIP 4 SOUTH, RANGE 9 EAST, MOUNT DIABLO BASE AND MERIDIAN, CITY OF CERES, COUNTY OF STANISLAUS, STATE OF CALIFORNIA OMITTED SIGNATURES MITCHELL ROAD T.I.D. LAT. NO. 2

MOORE ROAD
ESMAR ROAD SERVICE ROAD HIGHWAY 99 SITE VICINITY MAP

ATTACHMENT B

T.I.D. CERES MAIN CANAL MOORE ROAD HIGHWAY 99 NORTH BOUND OFF-RAMP MITCHELL ROAD ROHDE ROAD PARCEL 1 PARCEL 3 PARCEL 4 PARCEL 5PARCEL 6 PARCEL "C" 55-PM-58 PARCEL "D" 6-S-19 PARCEL "E" 6-S-19 PARCEL "F" 6-S-19 PARCEL 2 PARCEL 7 58-PM-38 PARCEL 4 58-PM-38 LOT 9 (1-M-47) DOC. NO. 2006-26784 GENERAL NOTES R DG GDR ENGINEERING, Inc. ABBREVIATIONS R GD A PORTION OF THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION 24, TOWNSHIP 4 SOUTH, RANGE 9 EAST, MOUNT DIABLO BASE AND MERIDIAN, CITY OF CERES, COUNTY OF STANISLAUS, STATE OF CALIFORNIA PARCEL MAP FOR SAMBELLA PLAZA

SERVICE ROAD BASIS OF BEARINGS LEGEND REFERENCE DOCUMENTS

ATTACHMENT B

CURVE TABLE CURVE RADIUS LENGTH DELTA LINE TABLE LINE DIRECTION LENGTH LOT 9 (1-M-47) T.I.D. CERES MAIN CANAL MOORE ROAD HIGHWAY 99 NORTH BOUND OFF-RAMP MITCHELL ROAD ROHDE ROADPARCEL 1 PARCEL 3 PARCEL 4 PARCEL 5 PARCEL 6 PARCEL 2 PARCEL "C"
55-PM-58 PARCEL "D"
6-S-19
PARCEL "E"
6-S-19
PARCEL "F"
6-S-19 DOC. NO. 2006-26784 STANISLAUS COUNTY R DG GDR ENGINEERING, Inc. PARCEL MAP FOR SAMBELLA PLAZA R GD SERVICE ROAD A PORTION OF THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION 24, TOWNSHIP 4 SOUTH, RANGE 9 EAST, MOUNT DIABLO BASE AND MERIDIAN, CITY OF CERES, COUNTY OF STANISLAUS, STATE OF CALIFORNIA LEGEND REFERENCE DOCUMENTS NOTE

ATTACHMENT B

ATTACHMENT C

SUBDIVISION IMPROVEMENT AGREEMENT
City of _______________
NAME OF PROJECT: __________________________________
(referred to as “Project”)
NAME OF SUBDIVIDER: __________________________________
(referred to as “Subdivider”)

PARCEL OR TENTATIVE MAP
APPROVAL(S): __________________________________
(referred to as “Project Approvals”)
IMPROVEMENT PLANS: __________________________________
(referred to as “Improvement Plans”)
ESTIMATED COST OF IMPROVEMENTS: __________________________________

COMPLETION PERIOD
FORM OF SECURITY:
__________________________________
[ ] Surety bond
[ ] Letter of Credit
[ ] Cash deposit
[ ] Other
NAME AND ADDRESS OF SURETY (if applicable):
_________________________________
(Name of Corporate Entity)
_________________________________
_________________________________
SURETY BOND NUMBERS (if applicable): __________________________________

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
_________________
_________________
_________________
Attn: City Clerk
Exempt from recording fees
(Gov. Code §§ 6103 and 27383)
(Space above this line for Recorder’s use)

ATTACHMENT C

This Subdivision Improvement Agreement (“Agreement”) is made and entered into by City of _________________, a California municipality, (the “City”) and (“Subdivider”). City and Subdivider may individually be referred to herein as a “Party” or collectively as the “Parties.” There are no other parties to this Agreement.

RECITALS
A. Subdivider owns or controls parcels of land located in City, as more fully described in Exhibit A attached hereto (the “Property”).

B. Subdivider seeks to subdivide the Property in accordance with the Project Approvals.

C. The Project is subject to the Subdivision Map Act (Gov. Code, § 66410 et seq.) and City ordinances and regulations related to the filing, approval, and recordation of subdivision maps, and also the requirements and conditions contained in the Project Approvals (collectively, the “Subdivision Laws”).

D. The Parties desire to enter into this Agreement in order to facilitate completion of all improvements required for the Project (“Improvements”).

E. Subdivider is required to prepare Improvement Plans for the construction, installation, and completion of all Improvements required for the Project, subject to City’s approval.

F. The Improvements shall conform to the Subdivision Laws, and all applicable City standards and policies related to the Improvements (collectively, the “Improvement Standards”).

G. Subdivider has submitted a Final Map for the Project in accordance with the Subdivision Laws. City will record the Final Map after this Agreement becomes effective, and after Subdivider has provided the securities required for the Improvements, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and benefits that accrue to each, the Parties agree as follows:

AGREEMENT
Section 1. Effective Date. This Agreement shall become effective on the date that all of the following have occurred: (i) City approves Improvement Plans provided by Subdivider; (ii) Subdivider provides securities to City to guarantee completion of the Improvements; and (iii) both Subdivider and City have executed this Agreement (the “Effective Date”).

Section 2. Term. This Agreement shall terminate after (i) City records a Notice of Completion for the Improvements, and (ii) City releases the securities required for the Improvements. Any provisions in this Agreement that are intended to survive such termination, by their express terms or nature of the obligation, shall survive such termination.

ATTACHMENT C

Section 3. Estimated Cost of Improvements. The total estimated cost of the Improvements, as provided by Subdivider and reviewed and confirmed by City, is attached hereto as Exhibit B (“Cost Estimate”).

Section 4. Dedication. Except as otherwise provided in this Agreement or in the action of the City Council approving the Final Map, City hereby rejects all lands, rights-of-way and easements offered for dedication on the Final Map or by separate instrument. Such offers, however, shall remain open and constitute irrevocable offers of dedication in accordance with Government Code section 66477.2.

Section 5. Subdivider Obligations. Subdivider shall perform each of the following obligations throughout the term of this Agreement, as conditions precedent to City’s issuance of a building permit for any lot within the Project.

A. Construct and install at Subdivider’s own expense all the Improvements, as shown on the Improvement Plans. The Improvement Plans may only be modified by Subdivider subject to prior written approval by City.

B. Commence construction of the Improvements within three (3) months from the Effective Date. Subdivider shall notify City in writing three (3) days before the commencement of construction of the Improvements.

C. Complete all Improvements within twelve (12) months from the Effective Date, unless otherwise approved or extended in writing by City, after written application by Subdivider. Such written request for extension shall state in reasonable detail the grounds for such extension. In granting any extension of time, City may require new Securities to reflect increases in the costs of constructing the Improvements or any other conditions related to the extension of time.

D. Furnish and pay for all necessary equipment, labor and materials to complete the Improvements in conformity with the Improvement Standards.

E. Replace or repair all public improvements, private property, public utility facilities, and surveying or subdivision monuments that are destroyed or damaged in the performance of the work. Subdivider shall bear the entire cost of any such replacements or repairs.

Any repair or replacement work shall be to the satisfaction of City.

F. Provide safe access for inspection of the Improvements by City.

G. Give good and adequate warning to the public of each and every dangerous condition existing on or near the Improvements, and take reasonable action to protect the public from any such dangerous condition.

H. Perform all construction work for the Improvements between 7:00 a.m. and 7:00 p.m. on weekdays (Monday through Friday), unless otherwise approved in writing by City.

ATTACHMENT C

I. Require each contractor and subcontractor to have a competent foreman on the job at all times when that contractor or subcontractor, or any employee or agent thereof, is performing any work for the Improvements. Subdivider shall maintain an office with a telephone on the Property. While construction work is being performed on the Improvements, Subdivider or an agent of Subdivider shall be available at the Property within three (3) hours of being called by City.

J. Assume all costs for utility and cable television undergrounding or relocation which is not the responsibility of the cable television, gas, electric, telephone or other utility company under the terms of any franchises with City or otherwise imposed upon the utility companies by law.

K. Obtain and comply with all necessary permits and licenses for the construction and installation of the Improvements, give all necessary notices, and pay all fees and taxes required by law.

Section 6. Inspections. All Improvements shall be constructed under the inspection of City employees or contractors (collectively “City Inspectors”). Upon completion of the Improvements, Subdivider may request a final inspection by City Inspectors. City shall not record the Notice of Completion unless Subdivider has completed all work in accordance with the Improvement Plans and Improvement Standards. If City Inspectors determine that the Improvements have been completed in accordance with the Improvement Plans and Improvement Standards, certification of the completion of the Improvements shall be presented to the City Council, to accept or reject in its sole discretion, and City shall thereafter record a Notice of Completion for the Improvements.

City Inspectors shall have the right to inspect the Improvements for a period of twelve (12) months after the Notice of Completion has been recorded. Subdivider shall bear all costs of inspection, including but not limited to the costs of all third-party inspectors used for the Project.

Section 7. Acquisition and Dedication of Easements or Rights-of-Way. If any of the Improvements are to be constructed or installed on land not within the Project or an already existing public right-of-way, no construction or installation shall commence before:

A. The irrevocable offer of dedication or conveyance to City by Subdivider of appropriate rights-of-way, easements or other interests in real property, as determined by City; or B. Authorization from the affected property owner to allow construction or installation of the Improvements; or
C. The issuance of an order of possession by a court of competent jurisdiction pursuant to the State Eminent Domain Law (Code Civ. Proc., § 1230.010 et seq.). Subdivider shall comply in all respects with any such order of possession.

Section 8. Damage to Improvements. Subdivider is solely responsible for the care and maintenance of, and any damage to, the Improvements, prior to final acceptance by City.

Subdivider shall replace or repair all Improvements, utility facilities and monuments that are damaged or destroyed for any reason, regardless of the cause of damage or the ownership of the underlying property. Any repair or replacement shall be to the satisfaction of City.

ATTACHMENT C

Section 9. Acceptance of Improvements. City shall not accept any property to be dedicated, or title to the Improvements, unless they are constructed in conformity with the Improvement Plans and Improvement Standards to the satisfaction of City. Subdivider shall retain title to, shall be responsible for, and shall bear the risk of loss to, any of the Improvements constructed or installed, until such time that City accepts the Improvements. Title to and ownership of the Improvements and any real property to be dedicated shall vest absolutely in City upon completion and acceptance of such Improvements by the City Council. The Improvements shall be entirely free from all liens prior to City’s acceptance. Prior to acceptance, at City’s request, Subdivider shall supply City with appropriate lien releases, at no cost to and in a form acceptable to City.

Section 10. Repair of Defective Work After Acceptance of Improvements. If, within a period of one (1) year after final acceptance of the Improvements, any portion of the Improvements or any work done under this Agreement fails to fulfill any of the requirements of this Agreement or conform to the Improvement Plans or Improvement Standards, Subdivider shall without delay and without any cost to City, repair, replace or reconstruct any defective or otherwise unsatisfactory part of the Improvements. If Subdivider fails to act promptly in accordance with this requirement, or if the exigencies of the situation require repairs or replacements to be made before Subdivider can be notified or correct the situation, then City may, at its option, make the necessary repairs or replacements or perform the necessary work. In such event, City shall first call on the Warranty Security (as defined herein) to pay the costs of the work. Subdivider shall remain responsible for the actual cost of the work performed by City plus fifteen percent (15%), excluding the amount received by City under the Warranty Security.

Section 11. Securities.

Real-Property Security.

A. Security Requirement. In lieu of surety bonds, a letter of credit, or cash security, and subject to the City Council’s approval and all requirements of the Subdivision Laws, Subdivider shall provide real property acceptable to City as security for Subdivider’s faithful performance, payment, and warranty obligations under this Agreement (“Real-Property Security”).

B. Security Property. The real property pledged as security (“Security Property”) shall be identified by assessor’s parcel number and legal description in Exhibit C. The Security Property shall not include land required for a public dedication or any parcel that City determines is necessary for operation or maintenance of the Project unless separately approved in writing.

C. Required Security Amount. Based on the Bond Estimate of $1,229,510.00, the required security consists of: (i) Performance Security of $1,229,510.00, equal to one hundred percent (100%) of the Cost Estimate; (ii) Payment Security of $614,755.00, equal to fifty percent (50%) of the Cost Estimate; and (iii) Warranty Security of $307,377.50, equal to twenty-five percent (25%) of the Cost Estimate. The combined security requirement is $2,151,642.50. The required amounts shall be adjusted if the City approves a revised Cost Estimate.

C.1 Appraisal and Security Sufficiency. The July 7, 2026 appraisal states an as-is value opinion of $2,402,335.00. That amount exceeds the current combined security requirement of $2,151,642.50 by $250,692.50. The Parties acknowledge, however, that the appraisal

ATTACHMENT C

includes multiple valuation scenarios and extraordinary assumptions. City shall determine the value that may be credited toward the security requirement after review of the final legal description, title condition, lien priority, marketability, and appraisal assumptions. No prospective value that assumes completion of the Improvements shall be credited unless expressly approved in writing by the City Manager and City Attorney. If the value credited by City is less than the required security amount, Subdivider shall provide additional security in a form acceptable to City before recordation of the Final Parcel Map.

D. Security Documents. Before recordation of the Final Parcel Map, Subdivider shall execute, acknowledge, deliver, and, when directed by City, record all documents required by the City Attorney to create and perfect the Real-Property Security. Such documents may include a deed of trust, assignment of rents, irrevocable grant or conveyance instrument, escrow instructions, power of attorney, title insurance policy, subordination agreement, or other instrument necessary to give City an enforceable and marketable interest in the Security Property.

E. Title and Priority. The Security Property shall be owned by the Subdivider or another security provider approved in writing by City and shall be free and clear of all liens, encumbrances, taxes, assessments, leases, options, rights of first refusal, or other interests except those expressly approved by the City Attorney. City’s security interest shall have the lien priority required by the City Attorney.

Subdivider shall provide a current preliminary title report and, if required, a lender’s title insurance policy naming City as the insured.

F. Maintenance of Value. Subdivider shall not sell, transfer, further encumber, lease, materially alter, or diminish the value of the Security Property without City’s prior written consent. Subdivider shall timely pay all taxes, assessments, insurance premiums, and other charges affecting the Security Property. If City determines that the value or priority of the Real-Property Security has become insufficient, Subdivider shall provide additional or replacement security within fifteen (15) days after written demand.

G. Default and Transfer to City. Following a default under Section 13 and expiration of the applicable cure period, City may exercise any remedy available under the security documents or applicable law, including accepting or compelling conveyance of the Security Property to City, taking possession, selling or otherwise disposing of the Security Property, and applying the proceeds to complete the Improvements, satisfy payment claims, correct defective work, and reimburse City for administrative, appraisal, title, escrow, legal, maintenance, sale, and other enforcement costs. Any transfer to City shall be free of unapproved liens and shall not limit Subdivider’s continuing liability for any deficiency.

H. Release. City shall release the portions of the Real-Property Security allocated to performance, payment, and warranty obligations only when the corresponding obligations may be released under the Subdivision Laws and this Agreement. No release shall be effective unless approved in writing by City and documented in a recordable form approved by the City Attorney.

I. No Limitation of Remedies. The Real-Property Security is cumulative and is not in lieu of any lien, contractual right, statutory remedy, or equitable remedy available to City. City’s acceptance of the

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Real-Property Security does not constitute an agreement that the Security Property is the sole source for completing the Improvements or satisfying Subdivider’s obligations.

J. Records. Evidence of the Real-Property Security, title documents, valuation materials, and all related instruments shall be maintained in City’s records.

F. Types of Security. Subdivider shall secure completion of the Improvements by providing the following securities (collectively, the “Securities”):
i. Performance Security. A performance security that is one hundred percent (100%) of the total Cost Estimate, securing the Subdivider’s faithful performance and completion of the Improvements (“Performance Security”). ii. Payment Security. An additional amount that is fifty percent (50%) of the total Cost Estimate, securing Subdivider’s payment to any contractor, subcontractor, person renting or supplying equipment, or furnishing labor and materials for the Improvements (“Payment Security”).
iii. Warranty. An additional amount of twenty-five percent (25%) of the total Cost Estimate, for the guarantee and warranty of the Improvements against any defective work or labor done, or defective materials, for a period of one (1) year following their completion and acceptance by City (“Warranty Security”).

G. Conditions of Security.
i. Bonds. Any bonds submitted as the Securities shall be executed by a surety company authorized to conduct a surety business in California and shall be in a form as specified by the Subdivision Laws.
ii. Irrevocable. All Securities deposited as bonds under this Agreement shall be irrevocable, shall not be limited as to time (except as to the guarantee and warranty period), and shall provide that they may be released, in whole or part, only upon the written approval of City, as provided under the Subdivision Laws and subdivision C below. All Securities shall expressly obligate the surety for any extension of time authorized by City for Subdivider’s completion of the Improvements, whether or not the surety is given notice of such an extension by City.
iii. Replacement. If Subdivider seeks to replace any of the Securities, such replacement security shall: (1) comply with all requirements of this Agreement; (2) be provided by Subdivider to City; and (3) upon written acceptance by City, be deemed to be a part of this Agreement. Upon City’s acceptance of a replacement security, the earlier provided Security may be released.

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H. Release of Securities. The Securities required by this Agreement shall be released in accordance with the Subdivision Laws and the following provisions:
i. Performance Security. City shall release the Performance Security after recording a Notice of Completion for all the Improvements, or as may otherwise be authorized in accordance with the Subdivision Laws.
ii. Payment Security. The Payment Security may, six (6) months after the Notice of Completion is recorded by City, be reduced to an amount equal to the amount of all claims filed related to the Improvements and for which notice has been given to City. The balance of the Payment Security shall be released upon the settlement of all claims and obligations for which the Payment Security was given.
iii. Warranty. The Securities provided for guarantee and warranty of workmanship shall be released after one (1) year following recordation of a Notice of Completion for the Improvements. If, however, City determines there are defects in the Improvements that require correction pursuant to Section 10 above, and Subdivider fails to correct such defects within a reasonable time, City may utilize the Securities to make all necessary corrections, including payment of reasonable expenses and attorney’s fees in connection with enforcement of any provision of this Agreement.

I. Records. Evidence of the Securities required by this Agreement shall be kept on file with City.

Section 12. Modified Improvements. In the event of changes to the Improvement Standards or other local, state or federal laws applicable to the Improvements occurring after the Effective Date, City reserves the right to require such modifications to Improvements not yet commenced by Subdivider. The modifications shall be incorporated into the Improvement Plans and resubmitted to City for approval prior to construction. Upon receiving written notification from City of the modified Improvements, Subdivider shall resubmit Improvement Plans to City. In the event City requires modifications to the Improvements, Subdivider shall provide an updated Cost Estimate for the Improvements and new Securities in accordance with the updated Cost Estimate, as may be required by City. This Section shall not apply to any Improvements for which Subdivider has already commenced construction.

Section 13. Default of Subdivider.

A. Breach. Subdivider shall be deemed to have materially breached this Agreement based on, but not limited to, any of the following occurrences: (i) failure to timely complete construction of the Improvements; (ii) failure to timely cure any defect in the Improvements to the satisfaction of City; (iii) failure to timely deposit additional Securities as may be required by this Agreement; (iv) Subdivider’s insolvency, appointment of a receiver, or the filing of any petition in bankruptcy either voluntary or involuntary which Subdivider fails to discharge within thirty (30) days; (v) the commencement of a foreclosure action against the Project or a portion thereof, or any conveyance in-lieu or in avoidance of foreclosure; or (vi) failure to perform any other material obligation under this Agreement, as determined by the Engineer.

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B. Notice of Breach; Default. In the event of any material breach of this Agreement, City shall serve written notice upon Subdivider and Subdivider’s surety, if any, informing Subdivider and its surety of the breach. Subdivider shall have twenty (20) days from receipt of written notice by City to cure any breach. If the breach is not cured, or significant progress towards curing the breach is not made, Subdivider shall be considered in default.

C. Remedies; Performance by City.
i. In the event of Subdivider’s default under this Agreement, and the twenty (20)-day cure period has expired without such default having been cured, Subdivider authorizes City to complete all work on the Improvements at the sole expense of Subdivider, and Subdivider authorizes City to utilize the Securities to complete all work on the Improvements and to pay all labor costs of contractors, subcontractors and workers related to the Improvements. In the event of a default by Subdivider, City may (a) take over and complete the Improvements, by contract or by any other method chosen by City, at the expense of Subdivider, (b) Subdivider shall be liable to City for any excess cost or damages incurred by City, including but not limited to costs of suit and attorney’s fees, and (c) City may take possession of, and utilize such materials, appliances, equipment, plant and other property belonging to Subdivider as may be necessary for completion of the Improvements.
ii. Failure of Subdivider to comply with the terms of this Agreement shall constitute consent to the filing by City of a notice of violation against all lots within the Project, or to rescind the approval or otherwise revert the Project to acreage. iii. The failure of City to take an enforcement action with respect to a default or breach, or to declare a default or breach, shall not be construed as a waiver of that default or breach or any subsequent default or breach of Subdivider. iv. In addition to the remedies described in this Section, City reserves to itself all remedies available to it at law or in equity for breach of Subdivider’s obligations under this Agreement. The right of City to draw upon or utilize the Securities is additional to and not inlieu of any other remedy available to City. Subdivider agrees that the choice of remedy or remedies for Subdivider’s default shall be at the discretion of City.

D. Lien. In accordance with the Subdivision Laws (Gov. Code, § 66499), the recordation of this Agreement creates a lien attached to the Property underlying the Project and has the priority of a judgment lien in the amount necessary to complete the Improvements.

Section 14. Other Agreements for Improvements. Nothing contained in this Agreement shall preclude City from entering into agreements with Subdivider or other parties for the apportionment of costs of water or sewer mains, or other improvements, pursuant to the provisions of City ordinances providing therefore, nor shall anything in this Agreement commit City to any such apportionment.

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Section 15. Indemnity.

A. No Liability. City elected and appointed councils, commissions, officers, agents, employees and representatives (“City Agents”) shall not be liable or responsible for any accident, loss or damage relating to the Improvements prior to completion of the Improvements.

All such risks shall be the responsibility of and are hereby expressly assumed by Subdivider.

B. Indemnity/Hold Harmless. City and City Agents shall not be liable, and Subdivider agrees to indemnify, hold harmless, and defend City and City Agents from any and all liability for claims of damage which may arise as a result of any negligent acts or omissions by Subdivider or its agents, contractors, or employees in connection with the construction or operation of the Improvements. This indemnification and agreement to hold harmless shall extend to (i) injuries to persons and property, (ii) the taking of property resulting from the design or construction of the Project and the Improvements, and (iii) injuries to adjacent property owners as a consequence of the construction of the Project and the Improvements. Acceptance by City of the Improvements shall not constitute an assumption by City of any responsibility for any damage covered by this Section.

C. Indemnity of Project Approval. Subdivider shall defend, indemnify, and hold harmless City and City Agents from any claim, action, or proceeding to attack, set aside, void, or annul, any approval by City concerning the Project. Subdivider shall not be required to pay or perform any settlement unless the settlement is approved by Subdivider. City shall not be liable for approving, reviewing, checking, or correcting any plans or specifications or for approving, reviewing or inspecting any Improvements.

D. Design Defects. After acceptance of the Improvements, the Subdivider shall remain obligated to eliminate any defect in design or dangerous condition caused by a latent design or construction defect. Provisions of this paragraph shall remain in full force and effect for ten (10) years following acceptance by City of the Improvements. It is the intent of this Section that Subdivider shall be responsible for all liability for design and construction of the Improvements pursuant to this Agreement and that City shall not be liable for any negligence, nonfeasance, misfeasance, or malfeasance in approving, reviewing, checking, or correcting any plans or specifications or in approving, reviewing or inspecting the Improvements.

Section 16. Insurance. Prior to commencing work on the Improvements, Subdivider shall present to City proof of insurance for the following policies, in a form acceptable to City.

A. Commercial General Liability. No less than Two Million Dollars ($2,000,000.00) per occurrence and an aggregate limit of not less than Four Million Dollars ($4,000,000.00). Such insurance shall also:
i. Name City and City Agents as insured by endorsement with respect to performance of this Agreement. The coverage shall contain no special limitation on the scope of its protection afforded to City and City Agents.

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ii. Be primary with respect to any insurance or self-insurance programs covering City and City Agents.

B. Automotive Liability Insurance. No less than Two Million Dollars ($2,000,000.00) for each occurrence. Such insurance shall also:
i. Name City and City Agents as insured by endorsement with respect to performance of this Agreement. The coverage shall contain no special limitation on the scope of its protection afforded to City and City Agents.
ii. Be primary with respect to any insurance or self-insurance programs covering City and City Agents; and
iii. Workers’ Compensation and Employers’ Liability Insurance.

Subdivider and its subcontractors shall, to the extent required by California law, maintain workers’ compensation insurance and, to the extent applicable, Employer’s Liability Insurance. The Employer’s Liability Insurance shall be no less than One Million Dollars ($1,000,000) per accident for bodily injury or disease.

Section 17. Administration. The department director primarily responsible for the Project shall interpret and administer this Agreement on behalf of City (“Director”). Any decision by the Director may be appealed to the City Manager. Should a disagreement arise between the Parties with respect to the City Manager’s interpretation or administration of any provision of this Agreement, such decision may be appealed to the City Council within fifteen (15) days of the City Manager's decision.

Section 18. Notices. Any notice or communication required hereunder between City and Subdivider must be in writing, and may be given either personally, by registered or certified mail, or by Federal Express, UPS or other similar couriers providing overnight delivery. All notices or communications shall be accompanied by a copy sent by email. If personally delivered, a notice shall be deemed to have been given when delivered to the Party to whom it is addressed. If given by registered or certified mail, such notice or communication shall be deemed to have been received on the first to occur of (a) actual receipt by any of the addressees specified below, or (b) three (3) days after a registered or certified letter containing such notice, properly addressed, is deposited in the United States mail. If given by Federal Express or similar courier, a notice or communication shall be deemed to have been 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 to which such notice or communication shall be given. Notices or communications shall be given to the Parties at their addresses set forth below:

If to City: ___________________________
___________________________
___________________________
Email:
with copy to: ___________________________

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___________________________
___________________________
Email:

If to Subdivider: ___________________________
___________________________
___________________________
Email:
with copy to: ___________________________
___________________________
___________________________
Email:

Section 19. General Provisions:

A. Recitals. The recitals above (“Recitals”) are true and correct and are hereby incorporated into and made part of this Agreement. In the event of any inconsistency between the Recitals and the Sections contained in this Agreement, the Sections shall prevail.

B. Governing Law; Venue. The validity, interpretation and performance of this Agreement shall be controlled by and construed pursuant to the laws of the State of California.

Venue for any legal proceedings initiated in connection with this Agreement shall be in the Superior Court for Stanislaus County.

C. Compliance with Laws. Subdivider, its agents, employees, contractors, and subcontractors shall comply with all federal, state and local laws in the performance of the work required by this Agreement, including but not limited to all Subdivision Laws, Improvement Standards, and all federal, state and local labor laws. Subdivider shall, at its expense, be responsible for obtaining all applicable licenses and permits.

D. Severability. If any provision of this Agreement is held invalid by a court of competent jurisdiction, or if any provision of this Agreement is rendered invalid or unenforceable according to the terms of any federal or state statute, the remaining provisions shall continue in full force and effect and shall be construed to give effect to the intent of this Agreement.

E. Waiver. The waiver by either Party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of the same or a different provision of this Agreement. No Party shall be deemed to have made any such waiver unless it is in writing and signed by the Party so waiving.

F. Integration. It is the intention of the Parties that this Agreement shall supersede any prior agreements, discussions, commitments, representations or agreements, written, electronic or oral, between the Parties with respect to the subject matter contained herein.

G. Mandatory and Permissive. “Shall” and “will” and “agrees” are mandatory. “May” or “can” are permissive.

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H. No Agency Relationship. Neither Subdivider nor any of Subdivider’s agents, contractors, or employees are or shall be considered to be agents of City in connection with the performance of Subdivider’s obligations under this Agreement.

I. Assignment. Subdivider shall not assign any of its obligations under this Agreement without the prior written consent of City. City shall not release any Security given to secure the performance of any Improvements not assigned.

J. Covenant Running With the Land. 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, shall be binding upon and inure to the benefit of such Party, its successors and assigns.

K. Counterparts. This Agreement may be executed simultaneously and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

L. Further Acts. Parties agree that they shall cooperate in good faith to accomplish the objectives of this Agreement and to that end, agree to execute and deliver such other instruments or documents as may be necessary and convenient to fulfill the purposes and intentions of this Agreement.

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

N. Authority. Each Party executing this Agreement certifies, in their individual or corporate capacity that (i) they have legal or equitable title to the applicable parcels subject to this Agreement; (ii) they are authorized to enter into this Agreement, and (iii) they have complied with all requirements under state or federal law for such person or entity to execute this Agreement.

O. Construction and Interpretation. It is agreed and acknowledged by Subdivider that the provisions of this Agreement have been arrived at through negotiation, and that Subdivider has had a full and fair opportunity to review this Agreement and to have such provisions reviewed by legal counsel. Therefore, any rule of construction that any ambiguities are to be resolved against the drafting Party shall not apply in construing this Agreement.

P. Attorney Fees and Costs. If any action at law or in equity, including action for declaratory relief, is brought to enforce or interpret any provision of this Agreement, the prevailing Party shall be entitled to an award of reasonable attorney 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.

Q. Modification; Approvals. This Agreement may be amended only by a written instrument signed by the Parties. Any approval or consent that is to be given by City pursuant to this Agreement shall be in writing, and any approval or consent that is not in writing shall not be binding on City.

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R. Exhibits. All exhibits attached hereto are incorporated into and made part of this Agreement:

Exhibit A: Legal Description of Property
Exhibit B: Cost Estimate for Improvements
Exhibit C: Performance Security
Exhibit D: Payment Security
Exhibit E: Warranty Security
[Signatures on following page]

ATTACHMENT C

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates signed below.

CITY:
[CITY],
a California municipality
By:

Print:

City Manager
Date:

ATTEST:

By:

Print: ______
City Clerk
SUBDIVIDER:
[SUDIVIDER],
[Entity]
By:

Print:

Title:

Date: __________________
APPROVED AS TO FORM:

By:

Print: ______
City Attorney

ATTACHMENT C

STATE OF CALIFORNIA
COUNTY OF ________________
On ______________________before me, ______________________________, a notary public, personally appeared __________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person9s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

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EXHIBIT A
Legal Description of Property

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EXHIBIT B
Cost Estimate for Improvements

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EXHIBIT C
Performance Security

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EXHIBIT D
Payment Security

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EXHIBIT E
Warranty Security

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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: August 24, 2026
To: Mayor and City Council
From: Steve Williams, Interim City Manager
Contact: Steve Williams, Interim City Manager, [email protected] Subject: Resolution
Approving an Agreement with Capitol Advocacy Partners for Grant Watch, Federal Advocacy, and As-Needed Grant Writing Services at a Reduced Rate of $2,500 per Month, Plus As-Needed Grant Writing Fees Based on Application Narrative Length, Including an Amount Not to Exceed $19,500 for the California Community Resiliency Center Grant Application, Appropriating $42,690 from General Fund Balance to 10065-029900 (Contracted Services), and Authorizing the Interim City Manager to Execute the Agreement
Recommended Council Action:

Staff recommends the City Council adopt Resolution 2026-XXX approving a six-month agreement between the City of Ceres and Capitol Advocacy Partners for grant watch, federal advocacy, and as-needed grant writing services at a reduced rate of $2,500 per month, plus as-needed grant writing fees based on application narrative length, including an amount not to exceed $19,500 for the California Community Resiliency Center Grant application, appropriating $42,690 from General Fund Balance to 10065- 029900 (Contracted Services), and authorizing the Interim City Manager to execute the agreement.

Background:

Since August 2023, the City of Ceres has contracted with Capitol Advocacy Partners (CAP) to provide grant opportunity monitoring, federal advocacy, grant development, and grant writing services. The agreement has been renewed through annual amendments, and CAP has assisted the City in identifying competitive funding opportunities, preparing grant applications, and advocating on the City's behalf with federal and state agencies.

During the Fiscal Year 2026-27 budget development process, the City was required to eliminate approximately $5.6 million in expenditures to adopt a balanced budget. As part of those reductions, funding for the CAP agreement was eliminated. Although this action reduced ongoing expenditures, it also suspended the City's dedicated grant watch, federal advocacy, and grant writing services.

Since beginning its relationship with the City, CAP has helped the City secure more than $2.4 million in competitive grant funding for projects including urban forestry, homelessness outreach, electric vehicles, public safety, air quality improvements, and other community initiatives. Most recently, the City received notification of a grant award of approximately $1 million over the next five years through the Proposition 64 Grant Program to combat illicit cannabis activity and protect local communities. CAP prepared the successful grant application on behalf of the City. In addition to preparing grant applications, CAP provides regular notifications of federal and state funding opportunities, legislative updates, and strategic advocacy designed to position the City for future grant awards.

Following discussions with staff, CAP has agreed to provide a reduced six-month agreement at a monthly retainer of $2,500, representing a significant reduction from the City's previous contract rate. The proposed agreement would continue grant watch and federal advocacy services while allowing the City to pursue high-priority grant opportunities during the current fiscal year. Grant writing services would be provided on an as-needed basis using a flat-fee schedule based on application narrative length, including a not-to-exceed cost of $19,500 for preparation of the California Community Resiliency Center Grant application.

Approval of the proposed agreement will restore the City's ability to proactively identify and compete for grant funding while providing staff the flexibility to evaluate the longterm need for these services during the six-month contract period. The requested budget amendment appropriates $42,690 from the General Fund Balance to Account 10065-029900 (Contracted Services) to fund the agreement and the anticipated Community Resiliency Center grant application.

Reasons for Recommendation:

The proposed agreement allows the City to continue receiving professional grant watch, federal advocacy, and legislative monitoring services at a substantially reduced monthly retainer of $2,500, recognizing the City's current fiscal constraints while maintaining access to services that have proven valuable to the City.

The City continues to face significant fiscal challenges following the adoption of the Fiscal Year 2026-27 budget. Identifying and securing external grant funding is an important strategy for reducing reliance on General Fund resources and advancing City priorities that might otherwise be delayed or remain unfunded. Professional grant monitoring helps ensure the City is aware of competitive funding opportunities and is

positioned to pursue them in a timely manner.

The proposed agreement also provides the flexibility to utilize CAP for grant writing services on an as-needed basis. Rather than committing to ongoing grant writing costs, the City may authorize preparation of individual grant applications only when a funding opportunity aligns with City priorities and offers a reasonable likelihood of success.

One of the immediate opportunities is the California Community Resiliency Center Grant Program. Based on CAP's preliminary assessment and discussions with City staff, the City appears to be a highly competitive applicant. Approval of the agreement will allow CAP to prepare a comprehensive grant application designed to maximize the City's competitiveness for this significant funding opportunity.

CAP has demonstrated a successful track record of obtaining competitive grant funding for the City. Since the City began working with CAP in 2023, the consultant has assisted in securing millions of dollars in grant funding for projects benefiting the community.

Most recently, CAP prepared the successful Proposition 64 grant application, resulting in an award of approximately $1 million over five years to combat illicit cannabis activity and protect local communities.

Finally, the proposed six-month agreement, with optional four-month extension, provides the City with an opportunity to continue these services while evaluating their effectiveness and the City's future financial capacity. Staff believes the reduced-cost agreement represents a prudent investment with the potential to generate a substantial return through the acquisition of external grant funding that would otherwise not be available to the City.

Fiscal Impacts:

The proposed action requires a budget appropriation of $42,690 from the General Fund Balance to Account 10065-029900 (Contracted Services).

Although the City's original termination notice would have continued the existing agreement through September 9, 2026, CAP and the City have mutually agreed to terminate the existing agreement effective August 31, 2026, allowing the new agreement to commence September 1, 2026, without an overlap in contractual services or compensation. As a result, the City remains contractually obligated to pay the existing monthly retainer of $4,095 for July and August 2026. These costs were not included in the Fiscal Year 2026-27 Adopted Budget following the elimination of funding for grant consulting services during the City's approximately $5.6 million budget reduction process.

The requested appropriation will fund:

1. $8,190 for the City's contractual obligations under the existing agreement for July

and August 2026 ($4,095 per month).

2. $15,000 for the proposed six-month agreement from September 2026 through February 2027 at the reduced monthly retainer of $2,500, allowing grant watch, federal advocacy, and legislative monitoring services to continue without interruption.

3. Up to $19,500 for preparation and submission of the California Community Resiliency Center Grant application.

Staff believes the proposed appropriation is a prudent investment given the City's ongoing fiscal challenges. Continued professional grant monitoring, advocacy, and grant writing services position the City to pursue external funding opportunities that can significantly reduce future demands on the General Fund. CAP has demonstrated a strong return on investment by assisting the City in securing millions of dollars in competitive grant funding, including the recent award of approximately $1 million through the Proposition 64 Grant Program. The proposed agreement provides continuity of these services at a substantially reduced monthly cost while allowing the City to continue pursuing critical funding opportunities.

Existing Policy / Relationship to the Strategic Plan:

FY27 Elected Official Future Goals - Continue working with staff to identify grant funding and partnership opportunities to support City priorities.

Policy Alternatives:

1. The City Council could authorize monthly service for six months but not authorize grant writing services.

2. The City Council could reject the proposed agreement.

Interdepartmental Coordination
These documents have been reviewed by the Finance Department and the City Attorney.

Public Participation:

N/A
Environmental Review:

N/A
Steps Following Approval:

Following City Council Approval, the agreement will be executed, and monthly services will continue uninterrupted. Capitol Advocacy Partners will prepare the grant application for the California Community Resiliency Center Grant.

Attachments:

1. Attachment A - Resolution

2. Attachment B - Agreement

3. Attachment C - Budget Amendment

ATTACHMENT A
RESOLUTION 2026-XXX

APPROVING AN AGREEMENT WITH CAPITOL ADVOCACY
PARTNERS FOR GRANT WATCH, FEDERAL ADVOCACY, AND ASNEEDED GRANT WRITING SERVICES AT A REDUCED RATE OF $2,500 PER MONTH, PLUS AS-NEEDED GRANT WRITING FEES

BASED ON APPLICATION NARRATIVE LENGTH, INCLUDING AN
AMOUNT NOT TO EXCEED $19,500 FOR THE CALIFORNIA

COMMUNITY RESILIENCY CENTER GRANT APPLICATION,
APPROPRIATING $42,690 FROM GENERAL FUND BALANCE TO
10065-029900 (CONTRACTED SERVICES), AND AUTHORIZING THE

INTERIM CITY MANAGER TO EXECUTE THE AGREEMENT

THE CITY COUNCIL
City of Ceres
WHEREAS, the City of Ceres ("City") has contracted with Capitol Advocacy Partners ("CAP") since August 2023 for grant monitoring, advocacy, grant development, and grant writing services; and
WHEREAS, CAP has assisted the City in identifying and pursuing competitive grant funding opportunities and has successfully prepared grant applications resulting in significant grant awards to the City; and
WHEREAS, most recently, CAP prepared the City's successful Proposition 64 grant application, resulting in an award of approximately $1 million over five years to combat illicit cannabis activity and protect local communities; and WHEREAS, during development of the Fiscal Year 2026-27 budget, the City was required to reduce expenditures by approximately $5.6 million, which included elimination of funding for the CAP agreement; and
WHEREAS, the City's original termination notice would have continued the existing agreement through September 9, 2026, and CAP and the City have subsequently mutually agreed to terminate the existing agreement effective August 31, 2026; and WHEREAS, the City is responsible for payment of $4,095 per month for July and August 2026 under the existing agreement, for a total of $8,190; and WHEREAS, CAP has offered to continue providing grant watch, federal advocacy, and related services to the City under a new six-month agreement at a reduced monthly retainer of $2,500 from September 2026 through February 2027, for a total retainer cost of $15,000; and
WHEREAS, the proposed agreement also allows the City to utilize CAP for grant writing services on an as-needed basis, with such services charged pursuant to the fee schedule contained in the agreement; and

ATTACHMENT A
WHEREAS, the City has identified the California Community Resiliency Center Grant Program as a significant funding opportunity, and CAP has conducted an initial assessment indicating that the City may be a competitive applicant for such funding; and WHEREAS, the cost for CAP to prepare the City's California Community Resiliency Center Grant application is not to exceed $19,500; and
WHEREAS, the total funding required for the existing contractual obligations, the proposed six-month agreement, and preparation of the California Community Resiliency Center Grant application is $42,690; and
WHEREAS, these expenditures were not included in the Fiscal Year 2026-27 Adopted Budget, requiring an appropriation of $42,690 from General Fund Balance to Account No. 10065-029900 (Contracted Services); and
WHEREAS, the City Council finds that continuing professional grant monitoring, federal advocacy, and grant writing services will assist the City in identifying and pursuing external funding opportunities that may reduce the City's reliance on limited local resources.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ceres does hereby approve an agreement with Capitol Advocacy Partners for grant watch, federal advocacy, and as-needed grant writing services at a reduced rate of $2,500 per month, plus as-needed grant writing fees based on application narrative length, including an amount not to exceed $19,500 for the California Community Resiliency Center grant application, appropriating $42,690 from general fund balance to 10065-029900 (contracted services), and authorizing the interim city manager to execute the agreement PASSED AND ADOPTED by the Ceres City Council at a regular meeting thereof held on the 24th day of August 2026, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
________________________________
Javier Lopez, Mayor
ATTEST:
_________________________________
Fallon Martin, City Clerk

ATTACHMENT B

AGREEMENT FOR PROFESSIONAL

SERVICES
(Contract for Work and Services)
CAP Contract # 9-2026-CERES
THIS AGREEMENT is made and entered into as of this FIRST day of SEPTEMBER, 2026 (the “Effective Date”) by and between CAPITOL ADVOCACY PARTNERS (“CAP”, hereafter “Consultant”), a District of Columbia for-profit corporation, having its principal offices at 600 Pennsylvania Avenue SE, #15048, Washington, DC 20003, and THE CITY OF CERES (hereafter, “Client”), a(n) CALIFORNIA municipal corporation, having its principal offices at 2220 MAGNOLIA STREET, CERES, CA 95307, and (together) the PARTIES (hereafter, “Parties”) to this agreement.

RECITALS
Consultant shall provide advocacy and grant writing services on behalf of Client described by Work and Services (Exhibit A) included in this Agreement (with addendums, if attached). Consultant possesses the experience and expertise to so assist the Client. Therefore, by this Agreement, Client intends to so engage Consultant, and Consultant intends to be so engaged.

PROVISIONS
NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, Client and Consultant agree as follows:

1. STATEMENT OF WORK. By this Agreement Client retains Consultant to provide advocacy and grant writing services (collectively, the “Work and Services”). Work and Services offered shall be rendered in accordance with all applicable provisions of Exhibit A. In the event of a conflict between a provision set forth in Exhibit A and a provision of this Agreement, the provision set forth in Exhibit A shall control and govern.

In performing Work and Services, Consultant represents and warrants that it shall comply with all applicable laws and regulations of the United States, State of CALIFORNIA and relevant local governments and shall render the Work and Services in a workman-like manner with the customary standard of care.

2. PAYMENT. During the Term(s), Client shall pay Consultant for Work and Services performed

ATTACHMENT B
following the Pricing Schedules of Exhibit B for Consultant’s performance of the Work and Services pursuant to this Agreement. Consultant shall invoice Client monthly in arrears, with invoices to be sent to:

STEVE WILLIAMS

INTERIM CITY MANAGER

CITY OF CERES
2220 MAGNOLIA ST
CERES, CA 95307
Via email: [email protected]
Invoices shall document with reasonable sufficiency the Services rendered by Consultant for the invoiced period and include supporting documentation for any eligible reimbursement. Client agrees to pay Consultant within thirty (30) days of receipt thereof. Client payments to Consultant more than thirty (30) days in arrears are subject to a 10% late fee. Consultant reserves the right to stop Work and Services performed if Client payments are more than ninety (90) days in arrears.

3. STATUS OF CONSULTANT. Regardless of where Consultant performs the Services and with whom Consultant may interact, it is understood and agreed that Consultant is providing Work and Services performed on behalf of Client as an independent contractor, not as an employee or agent of Client. It is further understood and agreed that (i) Client shall have no obligation to provide any employee benefits, including without limitation, workers’ compensation coverage and unemployment benefits, to Consultant, and (ii) Consultant shall be solely liable for the payment of any income tax, whether federal, state or local, as well as FICA and Medicare taxes.

Consultant is solely responsible for Consultant’s employees. Consultant acknowledges that Consultant is not an agent of Client, cannot bind Client in any manner and will not represent or imply to any third party that Consultant is an agent of or can bind Client.

4. TERM AND TERMINATION. This Agreement shall remain in full force and effect from the Effective Date through FEBRUARY 28, 2027 (hereafter, “Term”). The Term may be extended to option partial or full years by mutual written agreement between the Parties (and addendum to this Agreement), as described by the table below:

ATTACHMENT B
Term of Agreement Effective Date Ending Date
Base Term 09/01/2026 02/28/2027
Option Term One 03/01/2027 06/30/2027
Notwithstanding the foregoing, Client may terminate this Agreement for convenience and without liability at any time upon sixty (60) days’ prior written notice to Consultant. Upon notification, Consultant shall cease Work and Services unless Client requests that Consultant proceed in an orderly fashion to limit or terminate any outstanding commitments or obligations hereunder, and in the event of such early termination, payments by Client to Consultant shall be adjusted to reflect the actual Work and Services rendered through the date of such termination. Client shall not in any manner be liable for Consultant's actual or projected lost profits had Consultant completed the Work and Services required by this Agreement. In addition, either Client or Consultant may terminate this Agreement upon a default. The occurrence of any of the following shall constitute a default: (i) Client or Consultant fails to perform any provision of this Agreement and such failure is not cured within thirty (30) days after written notice from the non-defaulting party, or (ii) any voluntary or involuntary proceedings are filed by or against Client or Consultant under bankruptcy, insolvency or similar laws and, in the case of any involuntary proceedings, are not dismissed within thirty (30) days after filing. Upon termination, Consultant shall deliver to Client copies of all products prepared by it pursuant to this Agreement.

5. INDEMNIFICATION AND INSURANCE. Consultant shall indemnify, defend and hold harmless Client and its trustees, directors, officers, agents and employees from and against any and all claims, damages, losses and expenses (including attorney’s fees) incurred where such claims, damages, losses and expenses arise from or relate to (i) Consultant’s negligent act or omission or willful misconduct in performing its obligations under this Agreement, and/or (ii) from its breach of this Agreement. Further, Consultant agrees and acknowledges that it is undertaking to perform the Work and Services called for under this Agreement at its own risk, which it freely and knowingly assumes, and Consultant hereby releases and promises not to sue Client and its trustees, directors, officers, agents and employees for any damages or injury (including death) caused by or associated with Consultant’s performance of the Work and Services. In no event shall Client 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 Work or Services performed in connection with this Agreement.

ATTACHMENT B
Consultant shall carry professional liability insurance, at its sole cost and expense, for the duration of this Agreement, as is reasonable and appropriate and with the policy endorsed to name CITY OF CERES insured against liability. Upon request, Consultant shall provide to Client proof of insurance.

6. CONFIDENTIALITY. Consultant agrees to treat all information and data that Consultant receives (or has received) from Client, in whatever format Consultant may receive (or may have received) such information and data, as “Confidential Information”, and Consultant shall notdisclose Confidential Information to any third party without the express prior written consent of Client.

Consultant further agrees and covenants that any and all Confidential Information shall only be used (and has only been used) for the purposes of performing Consultant’s obligations under this Agreement. Consultant’s obligations of confidentiality set forth herein shall survive after termination of this Agreement. Notwithstanding the foregoing, Confidential Information shall exclude information and data that: (i) is or which becomes publicly known through no fault of Consultant, (ii) is known to Consultant prior to receipt from Client, as evidenced by Consultant’s written records, (iii) is disclosed to Consultant in good faith by a third party who has an independent right to such information or data, (iv) is independently developed by Consultant, as evidenced by Consultant’s written records, (v) is approved for disclosure by prior written consent of Client, or (vi) is disclosed pursuant to subpoena or governmental regulation, provided that Consultant notifies Client of the need for such disclosure prior thereto so that Client may, as it deems appropriate, seek to challenge the required disclosure or seek a protective order.

7. RECORDS. Consultant shall keep and maintain all ledgers, books of account, invoices, reports, or other records and materials evidencing or relating to the Work and Services performed on behalf of the Client for a minimum of three (3) years from the date of final payment to Consultant under this Agreement. Client is entitled to inspect records upon request.

8. RIGHTS IN DATA AND INTELLECTUAL PROPERTY. All reports, data, ideas, information and other products of Work and Services performed by Consultant on behalf of the Client hereunder or developed by Consultant in performing such Work and Services shall be the sole and exclusive property of Client and shall be deemed “work made for hire” with Client receiving ownership of copyright therein. Consultant hereby assigns all such rights to Client. Client acknowledges and agrees that Consultant shall retain all ownership rights in any of Consultant’s pre-existing and proprietary property acquired by Consultant or developed by Consultant prior to

ATTACHMENT B
the Effective Date that does not include or reflect customization for Client, or contain any information provided by Client to Consultant, and is clearly marked as copyright protected or confidential (the “Consultant’s Materials”). Subject to the terms of this Agreement, Consultant grants and Client accepts a worldwide, nonexclusive, nontransferable, royalty-free license to the Consultant’s Materials for use only in conjunction with the Work and Services performed by Consultant.

9. NON-DEBARMENT. Consultant represents and warrants to Client that, to the best of its knowledge and belief, Consultant: (i) is not presently debarred, suspended, proposed for debarment or declared ineligible for the award of contracts by any federal, state, or local government agency, (ii) has not, within the immediately preceding three (3) year period, been convicted of or had a civil judgment rendered against Consultant for (a) commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a federal, state, or local government contract or subcontract, or (b) commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion or receiving stolen property, (iii) is not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in foregoing, and (iv) has not within a three (3) year period preceding the Effective Date of this Agreement, had one or more contracts terminated for default by any federal, state, or local government agency.

10. CONFLICT OF INTEREST. Consultant shall disclose to Client any perceived or apparent conflict of interest related to Work and Services that Consultant is to perform under this Agreement. In signing this Agreement, Consultant accepts responsibility for disclosure to Client of all applicable apparent or perceived conflicts of interest. At a minimum, all such disclosures shall meet the requirements of and be made in accordance with applicable laws and regulations.

11. RESPONSIBILITIES OF THE PARTIES. It is understood and agreed that Client will diligently respond to Consultant requests for documents, data, and information pertaining to Work and Services performed. Client represents and warrants to Consultant that, to the best of its knowledge, belief, and ability, all documents, data, and information provided to the Consultant shall be truthful and accurate at time of production. It is understood and agreed that Consultant will timely inform Client of requirements, deadlines, and other details pertaining to Work and Services performed. Consultant represents and warrants to Client that, to the best of its knowledge, belief, and ability, all Work and Services performed on behalf of the Client shall be

ATTACHMENT B
truthful and accurate at time of completion.

Furthermore, and to facilitate communications between the Parties, it is understood and agreed the following persons shall represent each Party to the other for purposes of essential communications, work cadence, and other activities performed by the Consultant on behalf of the Client:

For the Client For the Consultant

STEVE WILLIAMS DANA DEBEAUMONT

INTERIM CITY MANAGER FOUNDING PARTNER

12. SEVERABILITY. In the event any one or more of the paragraphs or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason or in any respect, the validity, legality and enforceability of the remaining paragraphs and provisions shall not in any way be affected or impaired thereby.

13. ASSIGNABILITY. This Agreement may not be assigned by either Party without the prior written consent of the other Party. Consultant is prohibited from subcontracting this Agreement or any part of it unless such subcontracting is expressly approved by Client in writing.

14. ARBITRATION. Any controversy between the Parties regarding the construction or application of this Agreement, and any claim arising out of this Agreement or its breach, shall be submitted to arbitration upon the written request of one Party after the service of that request on the other Party. The cost of the arbitration, including attorney fees incurred by the prevailing Party, shall be borne by the losing Party.

15. ENTIRE AGREEMENT. This Agreement evidences the entire agreement and understanding between the Parties, shall supersede any prior or contemporaneous oral or written agreements between the Parties, and may only be amended by a written document signed by both Parties.

16. GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the state of California. Venue for all legal proceedings shall be in the Superior Court of California for the County of Stanislaus.

ATTACHMENT B

17. NOTICES. Any notice or communication required hereunder between Client and Consultant 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 been given and received on the date delivered as shown on a receipt issued by the courier. Such notices or communications shall be given to the Parties at the addresses in this paragraph set forth below:

If to Client: City of Ceres
Attn: City Manager
2220 Magnolia Street
Ceres, California 95307
With a courtesy copy to: White Brenner LLP
Attn: Nubia I. Goldstein
1608 T Street
Sacramento, CA 95811
If to Consultant: Capitol Advocacy Partners
Attn: Dana DeBeaumont
600 Pennsylvania Avenue SE, #15048
Washington, DC 20003
(SIGNATURE PAGE FOLLOWS)

ATTACHMENT B
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

For the Client: For the Consultant:

CITY OF CERES CAPITOL ADVOCACY PARTNERS
By: By:

Name: Name:

Title: Title:

ATTACHMENT B
EXHIBIT A: WORK AND SERVICES
The Consultant will provide Work and Services on behalf of the Client during the base year(s) of this Agreement as described below:

SECTION 1: CLIENT ADVOCACY SERVICES.

The consultant will provide grant watch advocacy services on behalf of the client to include the following work:

A. Developing agendas on behalf of the client to support municipal and/or organizational funding priorities. Topic areas may include (but are not limited to) economic/community development, public safety, parks and recreation, transportation and infrastructure, housing and neighborhood revitalization, environmental resilience, and youth development.

B. Developing an annual community project on behalf of the client annually (when solicited by Congress) involving appropriations legislation for member/senator (elected official) submission.

Community project development work on behalf of the client will include researching and writing an initial community project application for submission to elected officials.

1. Note: The timing of the community project submission deadlines is outside of CAP’s control and may occur after the initial term of the contract. Should that occur, and if CAP is not under contract at the time of submission, CAP will not be responsible for completing the community project submission. CAP will work with the City prior to the end of the initial contract term to facilitate the transition of this responsibility to City staff.

C. Providing weekly briefings and updates (by e-mail and/or virtual meetings) to client leadership concerning federal activities such as executive and legislative actions, progression of legislation, agency actions, and identified government funding opportunities, with certain state, local and/or foundation engagement as discovered by the consultant.

D. Consultant pricing of Client Advocacy Services shall follow the pricing schedule described by Exhibit B to this contract.

SECTION 2: GRANT WRITING SERVICES.

The consultant will provide grant writing services on behalf of the client to include the following work:

A. Conducting grant program and/or funding project opportunity research on behalf of the client to support client funding priorities. Consultant research will include review of federal, with certain state, not-for-profit, and private foundation grant and/or project opportunities.

B. Providing grant program and/or funding project participation recommendations (by e-mail and/or virtual meetings) to client leadership and officials. Consultant recommendations will include a brief written summary of each program and/or project containing client participation requirements, award and/or funding assessment, and other details specific to the program and/or project.

ATTACHMENT B
C. Conducting preliminary analysis of selected grant program and/or funding projects for client leadership review. Consultant analysis will include a written summary of the selected grant and/or project containing a scope-of-work assessment, a list of client participation requirements, identified deadlines and submission dates, estimated consultant pricing, and other details specific to the program and/or project.

D. Writing and submitting selected grant and/or funding project applications on behalf of the client.

Consultant work and services will include each of the following:

1. Completing a finalized and detailed application written scope-of-work describing required information and data (including client produced materials), timeline for writing and submission (including essential completion dates), and other items specific to a grant program and/or project application. The finalized scope-of-work will include a consultant pricing schedule for approval by client leadership.

2. Creating a grant application workbook for client use detailing required client produced information and data, essential completion dates for application review and submission, and other items specific to a grant program and/or project application. The grant application workbook will serve as the primary reference document for application completion and submission.

3. Identifying a consultant team leader with responsibility for writing, editing, and completing the application. The consultant team leader will be the primary point of contact between client officials and the consultant for purposes of application completion and submission.

4. Participation by a consultant project team in writing, editing, and completing the application with knowledge, skills, and abilities specific to the type of application. The consultant project team will be responsible for researching and identifying information and data to answer application questions, formulating answers using information and data, and generally supporting the consultant team leader in completing the application.

5. Reviewing and final editing of the application by consultant executive leadership with expert level knowledge of grant and funding project application submission. Consultant executive leadership will be responsible for finalizing the draft application for submission to client leadership and/or officials.

6. Submitting the draft application to client officials for review, editing, and approval. Consultant executive leadership will review the draft application with client leadership and/or officials.

Client leadership and/or officials will be responsible for approving the application to be submitted by the consultant.

7. Submitting the application (with required supporting documents) by the consultant according to grant program and/or funding project application submission requirements and by submission deadlines. The consultant team leader will be responsible for notifying client officials by e-mail confirming application submission.

8. Tracking and follow-up of the application by the consultant and communication with grant program and/or funding project officials concerning application status. The consultant team leader, in consultation with executive leadership, will be responsible for answering application

ATTACHMENT B
questions (if asked). The consultant team leader will be responsible for notifying client officials by phone and e-mail concerning application status.

E. Consultant pricing of Grant Writing Services shall follow the pricing schedule described by Exhibit B to this contract.

SECTION 3: OTHER WORK AND SERVICES.

The consultant may provide other work on behalf of the client (if requested) as follows:

A. Other work provided by the consultant on behalf of the client may be completed according to terms and conditions not implied or suggested by this contract.

B. Other work provided by the consultant on behalf of the client shall be described by a mutually agreed scope-of-work detailing activity and deliverables. The finalized scope-of-work will include a consultant pricing schedule for approval by client leadership.

C. Other work provided by the consultant on behalf of the client shall be finalized by a separate written addendum to this contract, according to mutually agreed terms and conditions (if considered and approved by both parties).

ATTACHMENT B
EXHIBIT B: PRICING SCHEDULES
Work and Services offered to the Client by the Consultant during the base term(s) of this Agreement shall be priced using the following schedules:

SCHEDULE 1A: BASE CLIENT ADVOCACY and GRANT WATCH SERVICES Item Item Description Price
1A.1 Written agendas supporting client funding priorities (as requested and/or needed).

Included
1A.2 Development of community projects to support client funding appropriations legislation (one (1) per year of contractual term).

Included
1A.3 Legislative bill tracking and advocacy work to support client funding priorities (as requested and/or needed).

Included
1A.4 Materials for public dissemination to support client advocacy work and written testimony for public meetings (as requested and/or needed).

Included
1A.5 Weekly briefings and updates concerning federal activities and opportunities to support client funding priorities (as discovered by the consultant).

Included
1A.6 On-site visit to client business offices or other requested locations (one (1) full day visit, once per year of contractual term).

Included
1A.7 Grant program and/or funding project opportunity research. Included 1A.8 Grant program and/or funding project recommendations. Included 1A.9 Preliminary analysis of selected grant programs and/or funding projects for client leadership review.

Included
BASE PRICING:
(billed monthly, September 1, 2026-February 28, 2027)
$2,500
(per month)
EXTENSION PRICING 1 (Optional)
(billed monthly, March 1, 2027-June 30, 2027
$4,400
(per month)
SCHEDULE 1B: OPTIONAL CLIENT ADVOCACY SERVICES
Item Item Description Price
1B.1 Additional on-site visits to client business offices or other requested locations (billed at $100 per diem/employee and the itemized actual cost of travel, lodging, and other expenses incurred by the consultant).

Actual cost
(per visit)
SCHEDULE 2A: BASE GRANT WRITING SERVICES
Item Item Description (Application Work) Price
2A.1 Finalized and detailed grant program and/or funding project written scope-of-work for client leadership approval.

Included
2A.2 Application workbook detailing client produced information and data, essential completion dates for review and submission, and other items specific to an application.

Included
2A.3 Writing, editing, and completion of an application by a consultant team leader and project team.

Included
2A.4 Review and final editing of an application by consultant executive leadership.

Included

ATTACHMENT B
2A.5 Submission of a draft application to client officials for review, editing, and approval.

Included
2A.6 Submission of a final application (with required supporting documents) by the consultant according to application requirements and deadlines.

Included
2A.7 Tracking and follow-up of an application by the consultant. Included BASE PRICING:
(flat fee, based on application narrative length,
billed upon final application submission)
1 to 9 pages double-spaced: $7,500
10 to 19 pages double-spaced: $12,500
20 to 26 pages double-spaced: $19,500
27 to 36 pages double-spaced: $25,000
37 to 50 pages double-spaced: $29,500
51 or more pages double-spaced: Negotiable
SCHEDULE 2B: OPTIONAL GRANT WRITING SERVICES
Item Item Description Price
2B.1 Proof reading and editing of client written applications by a consultant project team and consultant executive leadership, with final draft applications returned to client officials for submission by the client. $195
(per hour)
2B.2 “Plus-Up” services (with identified character limits) for client written applications (if required by the specific grant).
$1,500
(flat fee)
2B.3 Development of non-competitive community project application, to support a funded project included in appropriations legislation (pricing for each, if requested).
$5,000 each
(flat fee)

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
$GGLWLRQDOEstimated Revenue
Current Estimated Revenue
Total Estimated Revenue
Fiscal Impact:
2027
2026- August 24, 2026,
Agreement with Capital Advocacy to provide grant watch, Federal Advocacy and as needed writing services through Feb-2027.

Contracted Services 10065 029900 $ 42,690.00
$ 42,690.00
$ 42,690.00
$ 0.00
$ 0.00
approving a budget amendment for FY27 to appropriate funds for Grant watch and Federal Advocacy services.

ATTACHMENT C

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: August 24, 2026
To: Mayor and City Council
From: Steve Williams, Interim City Manager
Contact: Trenton Johnson, Police Chief, [email protected] Travis Hudson, Lieutenant, [email protected]
Subject: Resolution
Approving an Agreement with Capitol Advocacy Partners for Prop 64 Grant Management Services in an Amount of $1,700 per Month through June 30, 2027, to be Reimbursed by the Prop 64 Grant and Authorizing the Interim City Manager to Execute the Agreement
Recommended Council Action:

Staff recommends that the City Council approve a Grant Management Agreement with Capitol Advocacy Partners for Proposition 64 Grant Management services in the amount of $1,700 per month, to be fully reimbursed by Proposition 64 Grant funds, and authorize the Interim City Manager to execute the agreement.

Background:

The State of California established the Proposition 64 Cannabis Local Jurisdiction Assistance Grant Program to provide funding to local governments for the development and implementation of programs that address the public health, public safety, and environmental impacts associated with cannabis legalization. Grant funds may be used for eligible activities including law enforcement, community outreach, code enforcement, environmental remediation, youth prevention efforts, and other local priorities consistent with State grant guidelines.

The City of Ceres has received funding through the Proposition 64 Grant Program. Due to the administrative requirements associated with managing the grant, including reporting, compliance monitoring, reimbursement requests, fiscal documentation, and coordination with the State, staff recommends engaging Capitol Advocacy Partners to provide grant management services.

Capitol Advocacy Partners will assist City staff with the administration of the grant, including developing a grant management work plan, monitoring grant requirements and expenditures, reviewing documentation for compliance, assisting with required financial and performance reports, and completing grant closeout requirements. These services will help ensure the City remains in compliance with grant requirements and that grant funds are properly documented and administered.

Reasons for Recommendation:

The Ceres Police Department was awarded a five-year Proposition 64 Grant in the amount of $998,344. The grant requires ongoing management and oversight, including the preparation and submission of required State reports. Designating Capitol Advocacy Partners to provide grant management services will provide the City with professional support in the following areas:
• Grant management and oversight;
• Preparation and submission of required State reports; • Reimbursement requests and financial tracking;
• Coordination with City staff and State agencies;
• Compliance monitoring and record retention; and
• Assistance with grant amendments and modifications.

Utilizing professional grant management services will reduce the administrative burden on City staff while helping ensure that grant requirements are met and grant funds are properly documented and expended in accordance with State guidelines.

Fiscal Impacts:

Capitol Advocacy Partners will be paid $1,700 per month through June 30, 2027. The full cost of this agreement is an eligible expense under the Proposition 64 Grant and will be paid entirely with grant funds. No General Fund dollars will be used for this agreement.

Existing Policy / Relationship to the Strategic Plan:

N/A
Policy Alternatives:

Council could choose to not approve the use of Capitol Advocacy Partners and direct Staff to administer the Grant internally or provide Staff with an alternative direction.

Interdepartmental Coordination
N/A

Public Participation:

N/A
Environmental Review:

N/A
Steps Following Approval:

Upon City Council approval, the Interim City Manager will execute the agreement.

Attachments:

1. Attachment A - Resolution

2. Attachment B - Agreement

ATTACHMENT A
RESOLUTION NO. 2026-XXX

APPROVING AN AGREEMENT WITH CAPITOL ADVOCACY PARTNERS
FOR PROP 64 GRANT MANAGEMENT SERVICES IN AN AMOUNT OF $1,700.00 PER MONTH THROUGH JUNE 30, 2027, TO BE REIMBURSED BY THE PROP 64

GRANT AND AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE THE

AGRREMENT

THE CITY COUNCIL
City of Ceres
WHEREAS, the Ceres Police Department has been awarded $998,344.00 from Prop 64 Grant funding; and

WHEREAS, the Grant requires intensive management and oversight; and

WHEREAS, the City of Ceres has used Capitol Advocacy Partners for the management of past Grants; and

WHEREAS, the cost of $1,700.00 per month to Capitol Advocacy will be reimbursed out of the Grant funding.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ceres does hereby approve an agreement with Capitol Advocacy Partners for Prop 64 Grant Management Services in an amount of $1,700.00 per month through June 30, 2027, to be reimbursed by the Prop 64 Grant and authorizes the Interim City Manager to execute the agreement.

PASSED AND ADOPTED by the Ceres City Council at a regular meeting thereof held on the 24th day of August 2026, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
________________________________
Javier Lopez, Mayor
ATTEST:
______________________________
Fallon Martin, City Clerk

AGREEMENT FOR CONSULTING SERVICES
(Contract for Work and Services)
CAP Contract # 9B-2026-CERES
THIS AGREEMENT is made and entered into as of this FIRST day of SEPTEMBER, 2026 (the “Effective Date”) by and between CAPITOL ADVOCACY PARTNERS (“CAP”, hereafter “Consultant”), a District of Columbia for-profit corporation, having its principal offices at 600 Pennsylvania Avenue SE, #15048, Washington, DC 20003, and THE CITY OF CERES (hereafter, “Client”), a(n) CITY IN CALIFORNIA, having its principal offices at 2220 MAGNOLIA STREET, CERES, CA 95307, and (together) the PARTIES (hereafter, “Parties”) to this agreement.

RECITALS
Consultant shall provide grant management services on behalf of Client described by Work and Services (Exhibit A) included in this Agreement (with addendums, if attached). Consultant possesses the experience and expertise to so assist the Client. Therefore, by this Agreement, Client intends to so engage Consultant, and Consultant intends to be so engaged.

PROVISIONS
NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, Client and Consultant agree as follows:

1. STATEMENT OF WORK. By this Agreement Client retains Consultant to grant management services (collectively, the “Work and Services”). Work and Services offered shall be rendered in accordance with all applicable provisions of Exhibit A. In the event of a conflict between a provision set forth in Exhibit A and a provision of this Agreement, the provision set forth in Exhibit A shall control and govern.

In performing Work and Services, Consultant represents and warrants that it shall comply with all applicable laws and regulations of the United States, State of CALIFORNIA and relevant local governments and shall render the Work and Services in a workman-like manner with the customary standard of care.
1 ATTACHMENT B

2. PAYMENT. During the Term(s), Client shall pay Consultant for Work and Services performed following the Pricing Schedules of Exhibit B for Consultant’s performance of the Work and Services pursuant to this Agreement. Consultant shall invoice Client monthly in arrears, with invoices to be sent to:

STEVE WILLIAMS

INTERIM CITY MANAGER

CITY OF CERES
2220 MAGNOLIA ST
CERES, CA 95307
Via email: [email protected]
Invoices shall document with reasonable sufficiency the Services rendered by Consultant for the invoiced period and include supporting documentation for any eligible reimbursement. Client agrees to pay Consultant within thirty (30) days of receipt thereof. Client payments to Consultant more than thirty (30) days in arrears are subject to a 10% late fee. Consultant reserves the right to stop Work and Services performed if Client payments are more than ninety (90) days in arrears.

3. STATUS OF CONSULTANT. Regardless of where Consultant performs the Services and with whom Consultant may interact, it is understood and agreed that Consultant is providing Work and Services performed on behalf of Client as an independent contractor, not as an employee or agent of Client. It is further understood and agreed that (i) Client shall have no obligation to provide any employee benefits, including without limitation, workers’ compensation coverage and unemployment benefits, to Consultant, and (ii) Consultant shall be solely liable for the payment of any income tax, whether federal, state or local, as well as FICA and Medicare taxes.

Consultant is solely responsible for Consultant’s employees. Consultant acknowledges that Consultant is not an agent of Client, cannot bind Client in any manner and will not represent or imply to any third party that Consultant is an agent of or can bind Client.

4. TERM AND TERMINATION. This Agreement shall remain in full force and effect from the Effective Date through FEBRUARY 28, 2027 (hereafter, “Term”). The Term may be extended to option partial or full years by mutual written agreement between the Parties (and addendum to this Agreement), as described by the table below:
2 ATTACHMENT B

Term of Agreement Effective Date Ending Date
Base Term 09/01/2026 02/28/2027
Option Term One 03/01/2027 06/30/2027
**Base Term effective and end dates may change based upon when the full grant agreement is executed between Client and the Bureau of State and Community Corrections (BSCC). Grant Management services initiate upon Ceres-BSCC contract execution and shall be confirmed in writing by Client and Consultant.

Notwithstanding the foregoing, Client may terminate this Agreement for convenience and without liability at any time upon sixty (60) days’ prior written notice to Consultant. Upon notification, Consultant shall proceed in an orderly fashion to limit or terminate any outstanding commitments or obligations hereunder, and in the event of such early termination, payments by Client to Consultant shall be adjusted to reflect the actual Work and Services rendered through the date of such termination. In addition, either Client or Consultant may terminate this Agreement upon a default. The occurrence of any of the following shall constitute a default: (i) Client or Consultant fails to perform any provision of this Agreement and such failure is not cured within thirty (30) days after written notice from the non-defaulting party, or (ii) any voluntary or involuntary proceedings are filed by or against Client or Consultant under bankruptcy, insolvency or similar laws and, in the case of any involuntary proceedings, are not dismissed within thirty (30) days after filing.

5. INDEMNIFICATION AND INSURANCE. Consultant shall indemnify, defend and hold harmless Client and its trustees, directors, officers, agents and employees from and against any and all claims, damages, losses and expenses (including attorney’s fees) incurred where such claims, damages, losses and expenses arise from or relate to (i) Consultant’s negligent act or omission or willful misconduct in performing its obligations under this Agreement, and/or (ii) from its breach of this Agreement. Further, Consultant agrees and acknowledges that it is undertaking to perform the Work and Services called for under this Agreement at its own risk, which it freely and knowingly assumes, and Consultant hereby releases and promises not to sue Client and its trustees, directors, officers, agents and employees for any damages or injury (including death) caused by or associated with Consultant’s performance of the Work and Services, except for damages or injury to the extent caused by the gross negligence or willful misconduct of Client, and its trustees, directors, officers, agents and employees. 3 ATTACHMENT B

6. CONFIDENTIALITY. Consultant agrees to treat all information and data that Consultant receives (or has received) from Client, in whatever format Consultant may receive (or may have received) such information and data, as “Confidential Information”, and Consultant shall not disclose Confidential Information to any third party without the express prior written consent of Client. Consultant further agrees and covenants that any and all Confidential Information shall only be used (and has only been used) for the purposes of performing Consultant’s obligations under this Agreement. Consultant’s obligations of confidentiality set forth herein shall survive for the greater of three (3) years from the termination of this Agreement or the period of time required by law and applicable to the Confidential Information. Notwithstanding the foregoing, Confidential Information shall exclude information and data that: (i) is or which becomes publicly known through no fault of Consultant, (ii) is known to Consultant prior to receipt from Client, as evidenced by Consultant’s written records, (iii) is disclosed to Consultant in good faith by a third party who has an independent right to such information or data, (iv) is independently developed by Consultant, as evidenced by Consultant’s written records, (v) is approved for disclosure by prior written consent of Client, or (vi) is disclosed pursuant to subpoena or governmental regulation, provided that Consultant notifies Client of the need for such disclosure prior thereto so that Client may, as it deems appropriate, seek to challenge the required disclosure or seek a protective order.

7. RECORDS. Consultant shall keep and maintain all ledgers, books of account, invoices, reports, or other records and materials evidencing or relating to the Work and Services performed on behalf of the Client for a minimum of three (3) years from the date of final payment to Consultant under this Agreement. Client is entitled to inspect records upon request.

8. RIGHTS IN DATA AND INTELLECTUAL PROPERTY. All reports, data, ideas, information and other products of Work and Services performed by Consultant on behalf of the Client hereunder or developed by Consultant in performing such Work and Services shall be the sole and exclusive property of Client and shall be deemed “work made for hire” with Client receiving 4 ATTACHMENT B
Consultant shall carry professional liability insurance, at its sole cost and expense, for the duration of this Agreement, as is reasonable and appropriate and with the policy endorsed to name CITY OF CERES insured against liability. Upon request, Consultant shall provide to Client proof of insurance.

9. NON-DEBARMENT. Consultant represents and warrants to Client that, to the best of its knowledge and belief, Consultant: (i) is not presently debarred, suspended, proposed for debarment or declared ineligible for the award of contracts by any federal, state, or local government agency, (ii) has not, within the immediately preceding three (3) year period, been convicted of or had a civil judgment rendered against Consultant for (a) commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a federal, state, or local government contract or subcontract, or (b) commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion or receiving stolen property, (iii) is not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in foregoing, and (iv) has not within a three (3) year period preceding the Effective Date of this Agreement, had one or more contracts terminated for default by any federal, state, or local government agency.

10. CONFLICT OF INTEREST. Consultant shall disclose to Client any perceived or apparent conflict of interest related to Work and Services that Consultant is to perform under this Agreement. In signing this Agreement, Consultant accepts responsibility for disclosure to Client of all applicable apparent or perceived conflicts of interest. At a minimum, all such disclosures shall meet the requirements of and be made in accordance with applicable laws and regulations.

11. RESPONSIBILITIES OF THE PARTIES. It is understood and agreed that Client will diligently respond to Consultant requests for documents, data, and information pertaining to Work and Services performed. Client represents and warrants to Consultant that, to the best of its knowledge, belief, and ability, all documents, data, and information provided to the Consultant 5 ATTACHMENT B
ownership of copyright therein. Consultant hereby assigns all such rights to Client. Client acknowledges and agrees that Consultant shall retain all ownership rights in any of Consultant’s pre-existing and proprietary property acquired by Consultant or developed by Consultant prior to the Effective Date that does not include or reflect customization for Client, or contain any information provided by Client to Consultant, and is clearly marked as copyright protected or confidential (the “Consultant’s Materials”). Subject to the terms of this Agreement, Consultant grants and Client accepts a worldwide, nonexclusive, nontransferable, royalty-free license to the Consultant’s Materials for use only in conjunction with the Work and Services performed by Consultant.

For the Client For the Consultant

STEVE WILLIAMS DANA DEBEAUMONT

INTERIM CITY MANAGER FOUNDING PARTNER

12. SEVERABILITY. In the event any one or more of the paragraphs or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason or in any respect, the validity, legality and enforceability of the remaining paragraphs and provisions shall not in any way be affected or impaired thereby.

13. ASSIGNABILITY. This Agreement may not be assigned by either Party without the prior written consent of the other Party.

14. ARBITRATION. Any controversy between the Parties regarding the construction or application of this Agreement, and any claim arising out of this Agreement or its breach, shall be submitted to arbitration upon the written request of one Party after the service of that request on the other Party. The cost of the arbitration, including attorney fees incurred by the prevailing Party, shall be borne by the losing Party.

15. ENTIRE AGREEMENT. This Agreement evidences the entire agreement and understanding between the Parties, shall supersede any prior or contemporaneous oral or written agreements between the Parties, and may only be amended by a written document signed by both Parties. 6 ATTACHMENT B
shall be truthful and accurate at time of production. It is understood and agreed that Consultant will timely inform Client of requirements, deadlines, and other details pertaining to Work and Services performed. Consultant represents and warrants to Client that, to the best of its knowledge, belief, and ability, all Work and Services performed on behalf of the Client shall be truthful and accurate at time of completion.

Furthermore, and to facilitate communications between the Parties, it is understood and agreed the following persons shall represent each Party to the other for purposes of essential communications, work cadence, and other activities performed by the Consultant on behalf of the Client:

(SIGNATURE PAGE FOLLOWS)
7 ATTACHMENT B

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

For the Client: For the Consultant:

CITY OF CERES CAPITOL ADVOCACY PARTNERS
By:
___________________________________
By:
___________________________________
Name:
________________________________
Name:
________________________________
Title:
__________________________________
Title:
__________________________________
8 ATTACHMENT B

EXHIBIT A: WORK AND SERVICES
The Consultant will provide Work and Services on behalf of the Client during the base year(s) of this Agreement as described below:

SECTION 1: GRANT MANAGEMENT SERVICES.

The consultant will provide grant management services on behalf of the client (for grant program and/or funding project applications submitted by the consultant) to include the following work:

A. Conducting preliminary analysis of the grant program and/or funding project to be managed for client leadership review. Consultant analysis will include a written summary of the grant and/or project to be managed including a scope-of-work assessment, a list of client responsibilities and requirements, identified deadlines and submission dates, estimated consultant pricing, and other details specific to the program and/or project to be managed.

1. Preliminary analysis of the program and/or project to be managed may be completed by the consultant as part of an application process or completed post-award depending on program and/or project requirements and/or client leadership preference.

B. Developing a grant program and/or funding project management plan on behalf of the client.

Consultant work and services will include each of the following:

1. Completing a finalized and detailed project management scope-of-work describing client responsibilities, client produced project information and data, project budget, essential completion dates, consultant produced materials, and other items specific to program and/or project management. The finalized scope-of-work will include a consultant pricing schedule for approval by client leadership.

2. Identifying client officials with project management responsibilities. Client officials will be responsible for day-to-day operating activities, reporting activities, processing expenditures, securing agreements with sub-contractors and/or other parties, and working closely with the consultant team leader to assure timely completion of objectives.

3. Identifying a consultant team leader with primary responsibility for client communications. The consultant team leader will be responsible for coordinating activities, reviewing client documents, monitoring timely completion of objectives, and/or other work supporting project management activities.

4. Determining and listing client produced documents including (but not limited to): personnel and expense schedules; purchasing and disbursement schedules; client attestation and/or certification documents; invoices and receipts, and/or other documents specific to program and/or project management requirements for creating an auditable record of client activity.

5. Determining and listing other client services including (but not limited to): client access to program and/or project management portals; budget modifications; protocols for purchasing, 9 ATTACHMENT B

6. Presenting a work plan to client leadership for review and approval. The project management work plan will serve as the primary reference document for completing program and/or funding project management activities.

C. Completing grant program and/or funding project management on behalf of the client. Consultant work and services will include each of the following:

1. Conducting initial project management overview meeting with client officials for identifying award conditions and/or requirements, acceptance of award, expected client work, roles and responsibilities, work completion timelines, project management deadlines (dates), other services provided by the consultant to support project management, and/or other work to be completed by the client and consultant for supporting project management (following the work plan).

2. Reviewing documents produced by client officials detailing operating activities. Client officials will be responsible for producing documents in a timely fashion as described by the work plan.

The consultant team leader will review documents for suitability and compliance. Documents lacking suitability or compliance for creating an auditable record of operating activity will be identified by the consultant team leader with notification to client officials. The consultant team leader will assist client officials in understanding and improving document suitability and compliance prior to submission.

3. Assisting client officials in submitting approved documents detailing operating activities. The consultant team leader will assist client officials in submitting documents required by the grant program and/or funding project. The consultant team leader will meet with client officials weekly to track and report progress, identify deficiencies, correct deficiencies, and complete other work described by the work plan.

4. Assisting client officials in producing and submitting financial, effort, and performance reports.

The consultant team leader will assist client officials in creating reports required by the grant program and/or funding project. The consultant team leader will review client documents, create draft reports, and communicate draft reports to client officials for approval. The consultant team leader will assist client officials in submitting reports as described by the work plan.

5. Modifying the scope of work and work plan. The consultant team leader will assist client officials in modifying the scope of work and work plan for changes in client personnel, key personnel salary allocations over allowable thresholds, changes in locations, changes in sub-contractors, and revisions of the budget over allowable threshold. Proposed modifications to the scope of work and work plan will be reviewed by consultant executive leadership and communicated to client leadership for approval. Approved modifications will be incorporated into a revised work plan.
10 ATTACHMENT B
accounting of expenditures, and reporting; identifying evaluators; creating memorandums of understanding (MOUs) to support operating activities; training of client officials, and/or other services supporting project management activities.

6. Communicating with client leadership and client officials. Consultant executive leadership and the consultant team leader will regularly communicate with the client concerning grant program and/or funding project management. Consultant executive leadership will assist the client with facilitating relationships between the client, partners, and stakeholders, followed by handing off day-to-day communications to client officials. The consultant team leader will maintain continuous communications with client officials for completing the work plan.

7. Monitoring grant program and/or funding project requirements and progress of the work plan.

Consultant executive leadership and the consultant team leader will monitor project requirements and work plan progress, including finances, effort, and performance. Consultant executive leadership will inform client leadership if threats to progress are identified.

Consultant executive leadership will facilitate and address programmatic and/or financial issues that may arise during the program and/or project. The consultant team leader will regularly update client officials concerning work plan progress.

8. Assisting client officials in producing and submitting close-out reports, reconciliations, and/or other materials required by the grant program and/or funding project. The consultant team leader will review client documents, create draft reports, and communicate draft reports to client officials for approval. The consultant team leader will assist client officials in submitting reports and/or other materials as described by the work plan.

D. The Client is expected to designate a day-to-day client contact who will be responsive to Consultant and productively participate in the grant management process. This contact is expected to be reasonably available for meetings, respond to requests for information, share information from the grantor in a timely manner (such as documents, templates, or instructions), and complete activities that grant or City protocols require to be executed by a specified client employee. Maintaining an active client point of contact is important to ensure the Consultant can meet grant requirements, coordinate effectively, and meet grantor deadlines.

E. Consultant pricing of Grant Management Services shall follow the pricing schedule described by Exhibit B to this contract.

SECTION 2: OTHER WORK AND SERVICES.

The consultant may provide other work on behalf of the client (if requested) as follows:

A. Other work provided by the consultant on behalf of the client may be completed according to terms and conditions not implied or suggested by this contract.

B. Other work provided by the consultant on behalf of the client shall be described by a mutually agreed scope-of-work detailing activity and deliverables. The finalized scope-of-work will include a consultant pricing schedule for approval by client leadership.

C. Other work provided by the consultant on behalf of the client shall be finalized by a separate written addendum to this contract, according to mutually agreed terms and conditions (if considered and approved by both parties).
11 ATTACHMENT B

12 ATTACHMENT B

Work and Services offered to the Client by the Consultant during the base term(s) of this Agreement shall be priced using the following schedules:

SCHEDULE 3A: BASE GRANT MANAGEMENT SERVICES
Item Item Description (Preliminary Project Work) Price
3A.1 Preliminary analysis of a grant program and/or funding project to be managed by the consultant for client leadership review.

Included
Item Item Description (Project Planning Work) Price
3A.2 Finalized and detailed grant program and/or funding project management plan written scope-of-work for client leadership approval.

Included
3A.3 Determination of client officials with project management responsibilities.

Included
3A.4 Determination and listing of client produced documents and services for creating an auditable record of client activity and project management activities.

Included
3A.5 Presentation of a project management work plan to client leadership for review and approval.

Included
Item Item Description (Project Management Work) Price
3A.6 Completion of a project management overview meeting with client officials to review the work plan.

Included
3A.7 Assisting client officials in reviewing and submitting documents detailing operating activities in work plan.

Included
3A.8 Assisting client officials in producing and submitting financial, effort, and performance reports in work plan.

Included
3A.9 Modification of the project management scope of work and work plan (if requested or required).

Included
3A.10 Communicating with client leadership and client officials and assisting the client with facilitating relationships between project partners and stakeholders as described by work plan.

Included
3A.11 Monitoring project requirements and progress of work plan. Included 3A.12 Assisting client officials in producing and submitting close-out reports, reconciliations, and/or other materials in work plan.

Included
BASE PRICING:
(Billed monthly)
Negotiable
per grant
QUOTE PROVIDED for Prop 64 Grant Management
Term shall be a minimum of six and a maximum of 10 months, services available at this fee through June 30, 2027
$1,700 per
month
SCHEDULE 3B: OPTIONAL GRANT MANAGEMENT SERVICES
Item Item Description Price
3B.1 On-site visits to client business offices or other requested locations for project management work (billed at $100 per diem/employee and the Actual cost
(per visit)
13 ATTACHMENT B
EXHIBIT B: Grant Management Scope of Services

itemized actual cost of travel, lodging, and daily car rental incurred by the consultant, if requested).
14 ATTACHMENT B

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: August 24, 2026
To: Mayor and City Council
From: Steve Williams, Interim City Manager
Contact: Steve Williams, Interim City Manager, [email protected] Subject: Resolution
Approving a Facility Use Agreement between the City of Ceres and the Ceres Unified School District for the Mutual Use of Public Facilities and Authorizing the Interim City Manager to Execute the Agreement
Recommended Council Action:

Adopt a Resolution approving the Joint Use Agreement between the City of Ceres and Ceres Unified School District for the mutual use of public facilities and authorizing the Interim City Manager to execute the Agreement on behalf of the City.

Background:

The City of Ceres ("City") and Ceres Unified School District ("District") have a long history of cooperating in the use of public facilities to provide recreational, educational, and community programs to Ceres residents.

In 2011, the City and District entered into a Memorandum of Understanding (MOU) regarding the use of existing public facilities. The MOU established a general policy allowing each agency to use the other's available public facilities without the imposition of standard facility-use fees, while allowing certain charges for actual staffing and other specified costs. The MOU also established priorities for facility use and included specific provisions regarding the District's swimming pools and the City's Ceres River Bluff Regional Park.

The 2011 MOU remained in effect unless terminated by either agency upon 60 days' written notice. On April 29, 2026, the District gave the City written notice of intent to terminate the MOU effective June 30, 2026. The City and District immediately began developing a subsequent agreement.

City and District staff have developed a new Joint Use Agreement to replace the prior

arrangement and establish updated and more comprehensive terms governing the agencies' use of each other's facilities.

Reasons for Recommendation:

The proposed Joint Use Agreement establishes the terms and conditions under which the City and District may use designated facilities for youth educational and community recreation activities and programs. The facilities covered by the Agreement are identified in Exhibit A and include designated District school sites and City facilities, including the Ceres Community Center, Ceres River Bluff Regional Park, and American Legion Hall.

The Agreement establishes a three-year term commencing July 1, 2026, unless terminated earlier by either party upon 60 days' written notice. The Agreement supersedes prior agreements and understandings between the City and District concerning the facilities covered by the Agreement.

The Agreement establishes procedures and priorities for scheduling facilities. The City and District will conduct coordination meetings twice each calendar year to identify anticipated facility needs and address scheduling and other operational issues. The District retains priority use of District facilities, while the City receives priority over other users for qualifying youth activities and recreational programs. Similarly, the City retains priority use of City facilities, with the District receiving priority over other users, subject to the terms of the Agreement.

The Agreement also establishes the financial responsibilities associated with facility use. Each party is responsible for applicable direct costs associated with its use of the other party's facilities in accordance with the respective agency's fee structure. Certain specialized facilities, including swimming pools, performing arts centers, stadiums, turf fields, and tracks, remain subject to applicable direct-use fees.

For the City's Summer Aquatics/Swim and Summer Basketball programs, the Agreement provides for a credit system in lieu of the District charging and collecting applicable direct costs or use fees. The value of those costs or fees will be credited toward the District's future use of City facilities and may be used within one year of the credit being accrued.

The Agreement also continues the cooperative arrangement for District soccer games at Ceres River Bluff Regional Park. The City will pay the labor and equipment costs associated with lining the soccer fields, while the District will pay the cost of materials used for field lining.

The Agreement specifically permits the City to utilize third-party providers in connection with the City's Hoopsters/Summer Basketball, Summer Aquatics/Swim, subject to the terms of the Agreement.

The proposed Joint Use Agreement provides an updated framework for continued

cooperation between the City and District and is intended to facilitate the efficient use of public facilities while clearly identifying each agency's operational, financial, and riskmanagement responsibilities.

Fiscal Impacts:

Approval of the Agreement does not require a direct appropriation of funds.

The Agreement provides that each party will be responsible for applicable direct costs and certain facility-use fees associated with its use of the other party's facilities. Costs will therefore vary based upon the facilities and programs utilized.

For the City's Summer Aquatics/Swim and Summer Basketball programs, applicable District facility costs will be credited against the District's subsequent use of City facilities rather than paid directly, provided the credits are used within one year.

The City will also continue to be responsible for labor and equipment costs associated with lining soccer fields at Ceres River Bluff Regional Park for District soccer games, with the District responsible for the associated materials.

Any costs incurred under the Agreement will be paid from the applicable departmental operating budgets.

Existing Policy / Relationship to the Strategic Plan:

The City has a longstanding policy and practice of cooperating with Ceres Unified School District to maximize the community's use of public facilities for recreational, educational, and youth programs. The proposed Joint Use Agreement continues and updates this cooperative relationship by establishing clear terms for the shared use, scheduling, costs, maintenance, and operation of City and District facilities. The Agreement supports the City's broader goals of intergovernmental collaboration, efficient use of public resources, and providing recreational opportunities and services to the community.

Policy Alternatives:

City Council could provide direction for modifications to the proposed agreement.

City Council could reject the proposed agreement.

Interdepartmental Coordination
This agreement has been reviewed by Recreation staff, Finance staff, and the City Attorney.

Public Participation:

No additional public participation was required in the development of the proposed Joint Use Agreement. The Agreement was developed collaboratively by City and Ceres Unified School District representatives to establish updated terms for the shared use of

existing public facilities. The City Council's consideration of the Agreement will occur at a duly noticed public meeting, providing an opportunity for public comment prior to Council action.

Environmental Review:

None
Steps Following Approval:

Upon City Council approval, the Interim City Manager will execute the Joint Use Agreement on behalf of the City. The Agreement will then be executed by Ceres Unified School District and implemented by both agencies. City and District staff will coordinate facility scheduling, use, and applicable fees and costs in accordance with the terms of the Agreement.

Attachments:

1. Attachment A - Resolution

2. Attachment B - Agreement

ATTACHMENT A
RESOLUTION 2026-XXX

APPROVING A FACILITY USE AGREEMENT BETWEEN THE CITY OF

CERES AND CERES UNIFIED SCHOOL DISTRICT FOR THE MUTUAL

USE OF PUBLIC FACILITIES AND AUTHORIZING THE INTERIM CITY

MANAGER TO EXECUTE THE AGREEMENT

THE CITY COUNCIL
City of Ceres
WHEREAS, the City of Ceres (“City”) and Ceres Unified School District (“District”) have a longstanding cooperative relationship regarding the use of public facilities to provide recreational, educational, and community programs to Ceres residents; and WHEREAS, in 2011, the City and District entered into a Memorandum of Understanding governing the use of existing public facilities, which remained in effect until its termination effective June 30, 2026; and
WHEREAS, the City and District desire to continue their cooperative relationship through a new Joint Use Agreement establishing updated terms and conditions governing the mutual use of designated City and District facilities; and WHEREAS, the Joint Use Agreement establishes procedures and priorities for facility scheduling and use, identifies the financial responsibilities of each party, and establishes provisions regarding maintenance, security, insurance, indemnification, and other operational responsibilities; and
WHEREAS, the Joint Use Agreement provides for a three-year term commencing July 1, 2026, unless earlier terminated by either party upon sixty (60) days’ written notice; and
WHEREAS, the City Council finds that approval of the Joint Use Agreement will facilitate continued intergovernmental cooperation, efficient use of public facilities, and the provision of recreational, educational, and youth programs for the community.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ceres does hereby approve a Facility Use Agreement between the City of Ceres and Ceres Unified School District for the mutual use of public facilities and authorizing the Interim City Manager to execute the agreement.

PASSED AND ADOPTED by the Ceres City Council at a regular meeting thereof held on the 24th day of August 2026, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

ATTACHMENT A
________________________________
Javier Lopez, Mayor
ATTEST:
_________________________________
Fallon Martin, City Clerk

ATTACHMNENT B
1 JOINT USE AGREEMENT
This Joint Use Agreement (“Agreement”) is entered into as of July 1, 2026, (“Effective Date”) by and between Ceres Unified School District, a public school district organized and existing under the laws of the State of California (“District”) and the City of Ceres, a general law city in the State of California located in Stanislaus County (“City”). The District and the City are sometimes referred to individually as a “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, District and City desire to enter into a joint use agreement for use of each other’s Facilities, defined herein below;
WHEREAS, the Parties now wish to establish one comprehensive agreement, that addresses the Parties’ respective use of each other’s Facilities for youth activities and programs at the sites identified in Exhibit A to this Agreement; WHEREAS, California Education Code sections 10900, et seq., empowers District and City to cooperate with each other and enter into agreements for the purpose of organizing, promoting, and conducting programs for community recreation; establishing a system of playgrounds and recreation; and acquiring, constructing, improving, maintaining, and operating recreational centers; WHEREAS, Education Code section 17077.40 further authorizes the District to enter into joint use agreements with community organizations for the purposes of constructing libraries, multipurpose rooms and gymnasiums on school campuses where these facilities are used jointly for both school and community purposes, and to provide State funding for such properties, as the District has utilized such resources in the past in relation to the Prior MOU and certain facilities that are the subject of this Agreement; WHEREAS, the Parties desire to contract for the use and maintenance of each other’s Facilities for youth educational and community recreation purposes.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the Parties agree as follows:

1. Facilities. This Agreement sets forth the terms of use by the Parties of certain Facilities either owned or developed and constructed by the other Party located at the sites listed in Exhibit A attached hereto. The terms “Facility” or “Facilities” refer only to a facility or facilities located at the sites identified in Exhibit A including, any offices, multi-purpose rooms, classrooms, gymnasiums, playfields, playgrounds, stadiums, performing arts centers, turf fields, tracks, and swimming pools located on District property, and excluding the administrative offices and facilities used by each Party to conduct its normal business operations and all weight rooms located at District Facilities.

The term “Facilities” also includes all improvements such as playfields and related

ATTACHMNENT B
2 recreational equipment, playgrounds, irrigation, landscaping, fencing, paths, drinking fountains, and other improvements. Other real property owned by either Party not expressly identified in Exhibit A (“Other Property”) shall not be considered Facilities subject to the terms of this Agreement. Use of Other Property shall be subject to separate agreement between the Parties. Use of Facilities for adult recreational programs shall not be subject to the terms of this Agreement and shall be subject to separate agreement between the Parties.

2. Term. The term of this Agreement shall commence on July 1, 2026 (“Effective Date”) and shall be effective for three (3) years, unless earlier terminated by either Party by giving sixty (60) days written notice of termination to the other Party.

3. Superseding Prior Agreements. This Agreement sets forth the entire understanding of the Parties relating to the Facilities, and supersedes all prior understandings relating to them, whether written or oral. There are no obligations, commitments, representations, or warranties relating to the Facilities except those expressly set forth in this Agreement.

4. Priority of Use.
a. To facilitate scheduling of the Facilities in a manner consistent with this section and to address other issues that may arise, the Parties shall meet twice in each calendar year to determine the Facilities needed by each Party (“Coordination Meeting”). Each Party shall provide a list to the other Party of anticipated Facility use for youth activities and programs for the upcoming quarter prior to the Coordination Meeting. The Parties shall request and schedule use of the other Party’s Facilities via the process and system then adopted by the other Party.
b. District Facilities. The District shall have exclusive use of District Facilities on all days in which school is in session from 7:30 am to 5:00 pm (“Regular School Hours”), absent any other agreement between the Parties determined pursuant to the District’s permit request process. The District shall have priority use of all Other Property owned by District.

The City shall have priority use over all parties except the District for youth activities and recreational programs at District Facilities, subject to making a request for facilities pursuant to Section 4a hereof. c. City Facilities. City shall have priority use of all City Facilities over all Parties including the District. The District shall have priority use over all parties except the City, subject to making a request for facilities in a manner consistent with Section 4a hereof. The District shall have priority use over all parties, except the City, of the City’s Ceres Community Center, American Legion Hall and the City’s Ceres River Bluff Regional Park (the “Park”). City will pay for the labor and equipment costs required for the lining of the soccer fields for District soccer games held at

ATTACHMNENT B
3 the Park, and the District will pay the cost of materials, including but not limited to chalk/paint, associated with lining the soccer fields at the Park.

5. Facility Use Costs. Each Party shall pay for direct costs of Facilities in accordance with the fee structure outlined in the District’s Use of School Facilities and Grounds Handbook, which can be found at the District’s website at the following link:
https://www.facilitron.com/cusd95307?tab=child_owners and the City’s fee structure, which can be found at the City’s website at the following link:
https://www.ceres.gov/419/Large-Assembly#docaccesse5ebcd511f7a9990b2a115ed9ba17c5113123c23e8f3eeafcc1fec30dce9afbc Notwithstanding payment for direct costs, if applicable, City shall pay direct use fees for use of District swimming pools, performing arts centers, stadiums, turf fields and tracks in accordance with the fee structure. Similarly, notwithstanding payment of direct costs, if applicable, District shall pay direct use fees for use of City swimming pools in accordance with the fee structure. At each Coordination Meeting, the Parties shall determine any additional fees owed for use of the Facilities during the upcoming year and the using Party shall remit payment for such fees no later than seven (7) days prior to any such scheduled event.

a. Summer Aquatics/Swim and Summer Basketball Credits.

Notwithstanding anything to the contrary in this Agreement, in lieu of charging and receiving payment of direct costs or direct use fees for the City’s use of District Facilities for the City’s Summer Aquatics/Swim and Summer Basketball recreational programs, District shall instead be credited the value of the direct costs or direct use fees District would have charged for the City’s use of District Facilities for the Summer Aquatics/Swim and Summer Basketball programs, which credit value may be applied to District’s use of City Facilities within one (1) year of accruing said credits. This section shall not apply if the City does not use the District Facilities for the City’s Summer Aquatics/Swim and Summer Basketball recreational programs.

6. No Third Party Users. All programs operated, sponsored or approved at a District Facility by City, and all programs operated, sponsored or approved at a City Facility by District, shall be conducted under the direct supervision and control of the Party operating or sponsoring the program. Except as provided below, neither Party shall permit any third party user to operate a program or otherwise use the Facilities as part of using Party’s use under this Agreement. For purposes of this Agreement, a third party user is any individual, organization, or other entity seeking to conduct any program not operated, sponsored or approved by either Party. Any third party use of the Facilities shall, instead, be coordinated and approved by the District with respect to District Facilities, and by City with respect to City Facilities. a. City’s Hoopsters and Summer Aquatics/Swim.

ATTACHMNENT B
4 City may permit third party users to operate the City’s Hoopsters/Summer Basketball, Summer Aquatics/Swim, and or otherwise use District’s Facilities as part of City’s use under this Agreement.

7. Alcoholic Beverages and Smoking. The use and/or possession of tobacco, alcohol, and/or controlled substances are prohibited in or on District Facilities at all times. Smoking may be permitted on City Facilities consistent with City policy.

8. Custodial. After use, each Party shall return the Facility to its condition prior to the Party’s use. If either Party fails to return the Facility to its condition prior to the Party's use, the Party causing such failure shall pay for the costs associated with performing routine custodial services. The Party owning or managing the Facility shall invoice the using Party for such costs, and the using Party shall remit payment within thirty (30) days of receipt of the invoice.

9. Utilities and Maintenance. Each Party shall generally pay for all utilities and maintenance of its own Facilities. However, if use of the Facilities causes extraordinary utility usage or wear on the Facilities, the Party causing such extraordinary impacts shall pay for the costs associated with their activity as agreed upon mutually by both Parties.

The Party owning and/or managing the Facility shall invoice the using Party within thirty (30) days of such activity. The using Party shall pay any invoice within thirty (30) days of receipt. At the Coordination Meeting, the Parties shall discuss any anticipated events that will impact utility and maintenance costs.

10. Security. All Facilities shall be maintained in a secure manner by the using Party.

An employee of the Party that owns the facility in question shall be responsible for opening and locking the Facility and setting any alarms (as applicable) after each use.

11. Damage to Property. City shall be responsible for the cost of repair and/or replacement of any damage to District Facilities, including fixtures and improvements that are lost, damaged, or stolen during and/or as the result of City’s use of District Facilities, normal wear and tear excepted. The City shall promptly notify District upon City’s actual knowledge of any loss or damage to the District Facilities of which the City becomes aware during and/or in conjunction with City’s use of same.

District shall be responsible for the cost of repair and/or replacement of any damage to City Facilities, including fixtures and improvements that are lost, damaged, or stolen during and/or as the result of District’s use of City’s Facilities, normal wear and tear excepted. The District shall promptly notify City upon District’s actual knowledge of any loss or damage to the City’s Facilities of which the District becomes aware during and/or in conjunction with District’s use of same.

12. Indemnity. To the fullest extent permitted by law, City shall indemnify, defend and hold harmless District and each of District’s officers, directors, officials, governing board, board members, employees, and authorized volunteers and agents from and

ATTACHMNENT B
5 against any and all claims, demands, actions, losses, liabilities, damages, and all expenses and costs incidental thereto (collectively, “Claims”), including cost of defense, settlement, arbitration, and reasonable attorneys’ fees, sustained by any person or to any person or to any property in, on, or about the Facilities resulting in injuries to or death of persons, including but not limited to employees of either Party hereto, and damage to or destruction of property, including but not limited to the Facilities, arising out of, or resulting from the acts or omissions of City, its officers, directors, officials, governing board, board members, employees, authorized volunteers and agents, contractors, invitees, or guests.

To the fullest extent permitted by law, District shall indemnify, defend and hold harmless City and each of City’s officers, directors, officials, employees, and authorized volunteers and agents from and against any and all Claims, including cost of defense, settlement, arbitration, and reasonable attorneys’ fees, sustained by any person or to any person or to any property in, on, or about the Facilities resulting in injuries to or death of persons, including but not limited to employees of either Party hereto, and damage to or destruction of property, including but not limited to the Facilities, arising out of, or resulting from the acts or omissions of District, its officers, directors, officials, governing board, board members, employees, authorized volunteers and agents, contractors, invitees, or guests.

It is the intention of the Parties that the provisions of this Indemnity be interpreted to impose on each Party responsibility to the other for the liability arising out of and caused by the acts and omissions of their own officers, directors, officials, employees, authorized volunteers and agents, contractors, invitees or guests. It is also the intention of the Parties that, where comparative fault is determined to have been contributory, principles of comparative fault will be followed and each Party shall bear the proportionate cost of any Claims attributable to the fault of that Party, its officers, directors, officials, employees, authorized volunteers and agents, contractors, invitees, or guests.

This indemnity shall not be limited by the types and amounts of insurance or selfinsurance maintained by the Parties. Nothing in this section shall be construed to create any duty to, any standard of care with reference to, or any liability or obligation, contractual or otherwise, to any third party. The provisions of this section shall survive the expiration or termination of the Agreement.

13. Insurance. Each Party, at its sole cost and expense, shall carry commercial policies of insurance, or self-insure, its activities in connection with this Agreement, and obtain, keep in force and maintain, insurance or equivalent programs of self-insurance, for comprehensive general liability, which will insure District or City, as applicable, against liability for injury or death of persons and damage to the Facilities, as applicable.

Each policy shall be in accordance with the entities requirements for facility usage. Each Party agrees to provide the other proof of such coverages and additional insured endorsements on an annual basis, naming the other Party as “additional insured” where appropriate and shall also provide thirty (30) days' advance written notice of any cancellation, termination or lapse of any of the insurance or self-insurance coverages.

ATTACHMNENT B
6 Failure to maintain insurance as required in this Agreement is a material breach of contract and may be grounds for termination of the Agreement.

14. Termination. Either Party may terminate this Agreement upon sixty (60) days written notice to the other Party at any time, for any reason. Termination shall relieve both Parties of any further obligations under this Agreement, except those obligations and provisions which expressly survive termination.

15. Compliance with Law; Limitations Upon Use. Each Party agrees to comply with all federal, state and local laws, statutes, codes, ordinances, rules, regulations, policies and requirements (collectively, “Law”) regarding their respective use of the Facilities under this Agreement. The Parties further agree that they shall not cause Facilities to be used, occupied, or improved under this Agreement in any manner or for any purpose that is in any way in violation of any Law. If any license, permit, or other governmental authorization is required for either Party’s lawful use of the Facilities, such affected Party shall procure and maintain same to the extent required by Law. Each Party shall be solely and completely responsible for the safety of all persons and property associated with their respective use of the Facilities, and all materials, equipment, and supplies provided by such Party during said use shall fully conform to all applicable Law.

16. Fingerprinting. City is required to fingerprint any employee, applicant for employment, or volunteer for a position having supervisory or disciplinary authority over any minor to the Department of Justice (“DOJ”) in accordance with Public Resources Code section 5164. City agrees that any employees or volunteers who are not allowed by law to come into contact with District students as a result of said fingerprinting and screening shall be prohibited from employment or volunteer activities at the District’s Facilities during Regular School Hours and during District events conducted at City Facilities.

17. Disputes. If a dispute arises relating to the interpretation of, enforcement of, or compliance with the terms of this Agreement, the Parties shall first attempt to resolve such dispute through informal discussions or other alternative means. Any Party may convene such discussions by written notice and shall reasonably accommodate the other Party with respect to scheduling any such discussion. If the dispute is not resolved in this manner within thirty (30) days of such written notice, it shall be referred to mediation in which both Parties must participate for a period not to exceed an additional thirty (30) days. This dispute resolution process shall be undertaken in good faith and exhausted prior to judicial review. However, compliance with this process does not waive any Party’s obligation to comply with, or right to assert as a defense, any applicable statutes of limitation or administrative procedures. The Parties may agree in writing to toll any applicable statutes of limitation for such period as may reasonably be necessary to complete the dispute resolution process outlined in this section.

18. Successors and Assignees. All terms and conditions of this Agreement shall be binding upon all successors-in-interest, only to the extent that a different school district or public agency is the successor-in-interest. If either Party sells any or all of the Facilities subject to this Agreement, the terms of this Agreement shall remain in full force and

ATTACHMNENT B
7 effect as to any remaining Facilities not sold, but the availability of use of the Facility being sold shall not run with the land, and, notwithstanding Section 14, this Agreement shall automatically terminate as to that Facility upon sale of a Facility to a third party.

Any sale of a Facility subject to this Agreement by either Party shall comply with those surplus property disposal statutes which provide a priority right of acquisition of such Facility to certain public agencies and affordable housing entities, including the Parties to this Agreement.

19. Headings. The headings of this Agreement are for convenience purposes only and shall not limit or define the meaning of the provisions of this Agreement.

20. Governing Law and Venue. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California applicable to contracts to be performed wholly within this State. Any dispute arising from the terms and conditions of this Agreement shall be heard by a court of competent jurisdiction located within Stanislaus County.

21. Attorneys’ Fees and Costs. Any Party may bring a suit or proceeding to enforce or require performance of the terms of this Agreement, and each Party in that suit or proceeding shall be responsible for its own attorney’s fees and costs.

22. Construction. The singular includes the plural, “shall” is mandatory, and “may” is permissive. The Parties acknowledge and agree that each of the Parties and each of the Parties’ attorneys have participated fully in the negotiation and drafting of this Agreement. In cases of uncertainty as to the meaning, intent or interpretation of any provision of this Agreement, the Agreement shall be construed without regard to which of the Parties caused, or may have caused, the uncertainty to exist. No presumption shall arise from the fact that particular provisions were or may have been drafted by a specific Party, and prior versions or drafts of this Agreement may be used to interpret the meaning or intent of this Agreement or any provision thereof.

23. Notices. Any notice to be given hereunder to either Party shall be in writing and shall be given either by personal delivery (including express or courier service), by email, by receipt-confirmed facsimile, by registered or certified mail, with return receipt requested and postage prepaid (excluding electronic messaging) and addressed as follows:

To District:

Ceres Unified School District
Attn.: Assistant Superintendent, Business Services
2503 Lawrence Street
Ceres, CA 95307
With a copy to Legal Counsel:

ATTACHMNENT B
8 Junaid Halani

LOZANO SMITH
400 Capitol Mall, Suite 2200
Sacramento, CA 95814
[email protected]
To City:

City of Ceres
Attention: City Manager
2220 Magnolia Street
Ceres, CA 95307

With a copy to Legal Counsel:

Nubia Goldstein
White Brenner LLP
1608 T Street
Sacramento, CA 95811

24. No Further Assurances. Nothing in this Agreement, whether express or implied, is intended to or shall do any of the following: (a) confer any benefits, rights or remedies under or by reason of this Agreement on any persons or entities other than the express Parties to this Agreement; (b) relieve or discharge the obligation or liability of any person not an express Party to this Agreement; or (c) give any person not an express Party to this Agreement any right of subrogation or action against any Party to this Agreement.

25. Amendments and Waivers. No amendment of, supplement to, or waiver of any obligations under this Agreement shall be enforceable or admissible unless set forth in writing signed by the Party against which enforcement or admission is sought or signed by both Parties and approved by each Party’s respective legislative body.

26. Entire Agreement. This Agreement sets forth the entire understanding of the Parties relating to the transactions it contemplates, and supersedes all prior understandings relating to them, whether written or oral. There are no obligations, commitments, representations, or warranties relating to them except those expressly set forth in this Agreement.

27. Severability. If any provision of this Agreement is held invalid, void or unenforceable by a court of competent jurisdiction, but the remainder of the Agreement can be enforced without failure of material consideration to any Party, then this Agreement shall not be affected and it shall remain in full force and effect, unless amended or modified by mutual consent of the Parties.

ATTACHMNENT B
9 28. Execution in Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and counterpart signature pages may be assembled to form a single document which shall be deemed an original document.

29. Authority to Sign. By signing below, each of the signatories represents and warrants that he or she has been duly authorized to execute this Agreement on behalf of the Party on whose behalf he or she is signing.

30. Represented by Counsel. Each Party hereto acknowledges that it has been represented by legal counsel, or had the opportunity to obtain legal counsel and consciously chose not to obtain it, in the negotiation, drafting, and execution of this Agreement.
[Signatures on Following Page]

ATTACHMNENT B
10 IN WITNESS WHEREOF, this Agreement has been entered into, by and between the District and City as of the last date set forth below.

CERES UNIFIED SCHOOL DISTRICT
By: _____________________________
Name: ___________________________
Its: Assistant Superintendent, Business
Services
Date: _______________, 2026

CITY OF CERES
By: _____________________________
Name: ___________________________
Its: Interim City Manager
Date: _______________, 2026

ATTACHMNENT B
11 EXHIBIT A
Ceres Unified School District Sites:
1) Adkison Elementary School
2) Carroll Fowler Elementary School
3) Caswell Dual Language Academy
4) Don Pedro Elementary School
5) Hidahl Elementary School
6) La Rosa Elementary School
7) Lucas Dual Language Academy
8) Sam Vaughn Elementary School
9) Sinclear Elementary School
10) Virginia Parks Elementary School
11) Walter White Elementary School
12) Wesport Elementary School
13) PK Beaver Leadership Magnet
14) Whitmore Charter/Berryhill Campus
15) Blaker-Kinser Junior High School
16) Chavez Junior High School
17) Mae Hensley Junior High School
18) Ceres High School
19) Central Valley High School
20) Argus/Endeavor
21) Hanline Elementary School
22) Ceres Unified District Office
City of Ceres Sites:
1) Ceres Community Center
2) Ceres River Bluff Regional Park
3) American Legion Hall

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: August 24, 2026
To: Mayor and City Council
From: Steve Williams, Interim City Manager
Contact: Joshua Casas, Public Works Superintendent, [email protected] Subject: Resolution
Approving the Landscaping and Maintenance Agreement with Elite Maintenance & Tree Service for City Right-of-Ways in the Amount of $129,720.00 and Authorizing the Interim City Manager to Execute the Agreement
Recommended Council Action:

Staff recommends the City Council award the one (1) year landscaping and maintenance agreement to Elite Maintenance & Tree Service (EMTS) for City rights-ofway for a not to exceed amount of $129,720.00 and authorize the Interim City Manager to execute the agreement.

Background:

The City maintains approximately 1.3 million square feet of public rights-of-way, in addition to approximately 160 acres of public parks and landscaped areas. These facilities require ongoing landscape maintenance to ensure they remain safe, attractive, and accessible for the benefit of residents and visitors.

For many years, Howard Prep Company provided landscape maintenance and janitorial services for Smyrna Park, River Bluff Park, and designated City rights-of-way. That contract expired on June 30, 2022. Beginning in July 2022, the City subsequently contracted with EMTS and later BrightView Landscape Services to continue providing these services. The most recent contract expired on June 30, 2026.

As part of the Fiscal Year 2026–2027 budget process, the City re-evaluated its landscape maintenance contracts due to budget reductions. Staff has developed a new agreement that utilizes existing funding generated through the applicable Community Facilities Districts (CFDs) and Landscape and Lighting Districts (LLDs), which is already designated for contracted landscape maintenance services. This approach will ensure that the rights-of-way and landscaped areas within those assessment districts continue

to be properly maintained for the benefit and enjoyment of the public while remaining consistent with the City's adopted budget.

Reasons for Recommendation:

The City issued a Request for Bids (RFB) for landscaping and maintenance services to all five (5) vendors on the City's Informal Bidders List on August 3, 2026. Bids were received from one (1) bidder on August 14, 2026, and were subsequently opened and evaluated for responsiveness and responsibility. EMTS submitted the lowest responsive and responsible bid in the amount of $129,720.00. The Annual and Monthly Prices are provided in the Proposed Price Summary - Attachment C.

Fiscal Impacts:

Funding for landscape maintenance services for City rights-of-way was included in the City’s adopted Fiscal Year 2026–2027 budget. These services are funded through the Contract Services budget and are allocated among the following accounts: Account 10040.029900 in the amount of $25,000, Account 27040.029900 in the amount of $12,291, Account 29240.029900 in the amount of $76,000, and Account 26940.029900 in the amount of $16,509. The total budgeted funding available for these landscape maintenance services is $129,800.00
Existing Policy / Relationship to the Strategic Plan:

The landscape maintenance agreement aligns with the first priority of the City’s Strategic Plan, which is to ensure the community has adequate, well-maintained rightsof-way and park facilities.

Policy Alternatives:

The City Council may choose to approve the resolution and authorize the use of funding collected through the applicable CFDs and LLDs for their intended purpose of providing landscape maintenance services within the designated rights-of-way. This option would allow the City to utilize existing funding to resume necessary maintenance services and maintain the affected areas for the benefit of the public.

Alternatively, the City Council may choose to reject the resolution, which would result in continued delays in providing landscape maintenance services and may require City staff to assume additional maintenance responsibilities. The Council may also direct staff to pursue an alternative approach for providing the necessary landscape maintenance services. Such an approach may require additional staff time to develop and implement and could result in the affected rights-of-way remaining without contracted maintenance for a longer period.

Interdepartmental Coordination
This agreement required coordination between the Finance and Engineering Departments to ensure that the budgeted funds are appropriately utilized and that assessment revenues collected through the applicable CFDs and LLDs are allocated and used for their intended areas of service.

Public Participation:

City staff have considered the numerous comments and concerns expressed by members of the public during recent City Council meetings, as well as the questions received regarding landscape maintenance services. The proposed agreement is intended to utilize funding collected through the applicable CFDs and LLDs for their designated purpose and to ensure that residents continue to receive the level of landscape maintenance service expected within the affected rights-of-way and landscaped areas.

Environmental Review:

Steps Following Approval:

Following City Council approval, the City Manager will execute the service contract with Elite Maintenance & Tree Service, and the contractor will commence landscape maintenance services effective September 1, 2026.

Attachments:

1. Attachment A - Resolution

2. Attachment B - Agreement

3. Attachment C - Proposal

ATTACHMENT A
RESOLUTION NO. 2026-XXX

APPROVING THE LANDSCAPING AND MAINTENANCE AGREEMENT
WITH ELITE MAINTENANCE & TREE SERVICE FOR CITY RIGHT-OFWAYS IN THE AMOUNT OF $129,720.00 AND AUTHORIZING THE

INTERIM CITY MANAGER TO EXECUTE THE AGREEMENT

THE CITY COUNCIL
City of Ceres
WHEREAS, the City currently maintains approximately 1.3 million square feet of public rights-of-way, in addition to approximately 160 acres of public parks and landscaped areas; and
WHEREAS, these areas require regular landscaping and maintenance services to ensure they remain clean, safe, and visually appealing for residents and visitors; and WHEREAS, the City issued a Request for Bids (RFB) for landscaping and maintenance services to all five (5) vendors on the City's Informal Bidders List on August 3, 2026; and
WHEREAS, bids were received from companies on August 14, 2026, and were subsequently evaluated for responsiveness and responsibility; and WHEREAS, Elite Maintenance & Tree Service submitted the lowest responsive and responsible bid in the amount of $129,720.00; and
WHEREAS, funding for landscape maintenance services for City right-of-ways was included in the City’s adopted Fiscal Year 2026–2027 budget. These services are funded through the contract services budget and are allocated among the following accounts:
account 10040.029900 in the amount of $25,000, account 27040.029900 in the amount of $12,291, account 29240.029900 in the amount of $76,000, and account 26940.029900 in the amount of $16,509. The total budgeted amount available for these landscape maintenance services is $129,800.00
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Ceres does hereby approve the landscape and maintenance agreement with Elite Maintenance & Tree Service for City right-of-ways in the amount of $129,720.00 and authorizes the Interim City Manager to execute the agreement.

PASSED AND ADOPTED by the Ceres City Council at a regular meeting thereof held on the 24th day of August, 2026, by the following vote:

AYES: Councilmembers:

NOES Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
________________________________

ATTACHMENT A
Javier Lopez, Mayor
ATTEST:
_________________________________
Fallon Martin, City Clerk

ATTACHMENT B

PROFESSIONAL SERVICES AGREEMENT
City of Ceres and XXXX

PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this 24th day of August, 2026 (the “Effective Date”), by and between the City of Ceres, a California municipal corporation (“City”), and Elite Maintenance & Tree Service, a California corporation (“Professional”). City and Professional may herein be referred to individually as a “Party” and collectively as the “Parties.” There are no other parties to this Agreement.

RECITALS
A. City seeks to hire an independent contractor to perform Landscaping and Maintenance services in the City Rights-of-Way (the “Project”).

B. Professional has submitted a proposal to City to provide such professional services.

A description of the services Professional proposes to provide (“Services”) 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 the Scope of Services in Exhibit A.

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

AGREEMENT
Section 1. Recitals. The recitals set forth above (“Recitals”) are true and correct and are 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 31 of this Agreement, Section 1 through 31 shall prevail.

Section 2. Term. The term of this Agreement shall be one (1) year and will commence on September 1, 2026, and terminate on August 31, 2027 (“Term”) unless the Agreement is terminated earlier pursuant to this Agreement.

Section 3. Extension of Agreement. N/A
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 Services (“Modification” or “Modifications”). Professional shall not receive additional

ATTACHMENT B

PROFESSIONAL SERVICES AGREEMENT
City of Ceres and XXXX

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 the cost or time required for performance of Professional’s Services, the Parties shall enter into a 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 Professional’s proposed course of action for completing the work and a specific request for 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’s total compensation to Professional shall not exceed One Hundred Twenty-Nine Thousand and Seven Hundred Twenty Dollars ($129,720.00) (“Maximum Payment”) 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.

5.2. Subsequent Payments. City shall make monthly payments in the amount invoiced by Professional within thirty (30) 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.

5.3. Invoices. Professional shall provide City with monthly invoices sufficiently evidencing Professional’s expenses and completion of the Services. All invoices furnished to 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’s customary procedures and practices for issuing payments to independent contractors.

ATTACHMENT B

PROFESSIONAL SERVICES AGREEMENT
City of Ceres and XXXX

5.4. Reimbursement. N/A
Section 6. Notice to Proceed. Professional shall not commence the performance of the Services until it has been given notice by City (“Notice to Proceed”).

Section 7 Time of Performance. Professional will commence performance of the Services within three (3) 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. Professional’s Resources. 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 unreasonable delays in Professional’s performance of the Services; and (c) Promptly notify Professional of any fault or defect in the performance of Professional’s services hereunder.

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’s reasonable requests regarding assignment of personnel, but all personnel, including those assigned at City’s request, shall be 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.

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,

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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’s Remedies are Cumulative. 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. Professional’s failure to 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

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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. 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 (“Confidential Information”).

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’s General 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’s Confidential Information not be disclosed. This exception is limited to the extent disclosure is required under law.

Section 15. 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 this Agreement (“Products”) shall be works for hire 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’s point of contact for the Project, 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.

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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.

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 16. 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 17. 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 discontinued due to a “Force Majeure” event which is defined as: riots, wars, sabotage, civil 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 Professional. Force Majeure does not include: (a) Professional’s financial inability to perform; (b) Professional’s failure to obtain any necessary permits or licenses from other governmental agencies; or (c) Professional’s failure to obtain the right to use the facilities of any public utility where such failure is due solely to the acts or omissions of the Professional.

Section 18. 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 19. 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 (“Termination”). In the event City shall give such notice of termination, 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.

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(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 provision of the Services, or Professional’s malfeasance. Termination of the Agreement for cause as set forth in this Section shall relieve City from compensating Professional.

Section 20. 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 performance. Failure to provide written assurances subsequent to such written request, constitutes grounds to declare a breach under this Agreement.

Section 21. 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 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 22. Dispute Resolution. In the event of any dispute between the Parties to this Agreement, the Parties agree to first negotiate in good faith toward a resolution with participation

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by representatives of each party holding sufficient authority to resolve the dispute. If such dispute cannot be resolved within fifteen (15) business days, the dispute shall be submitted to mediation as a condition precedent to initiating formal litigation.

Section 23. 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 A M Best’s rating of no less than A VII and will provide City with written proof of said insurance.

Professional shall maintain coverage as follows:

23.1. 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).

23.2. Workers’ Compensation Insurance and Employer's Liability. Professional shall carry workers’ compensation insurance as required by the State of California under the Labor Code. Professional shall also carry employer’s liability insurance in the amount of One Million Dollars ($1,000,000.00) per accident, with a One Million Dollar ($1,000,000.00) policy limit for bodily injury by disease, and a One Million Dollar ($1,000,000.00) limit for each employee’s bodily injury by disease.

23.3. 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, directors, officers, employees, agents, and representatives (“City’s Agents”); or the Professional shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claims administration and defense expenses.

23.4. 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.

23.5. 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 and workers’ compensation 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 24. 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

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required under this Agreement (“Certificates”), excluding the required workers’ compensation 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, suspended, reduced, or voided. With the exception of the workers’ compensation 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 in coverage without at least thirty (30) days’ prior written notice to City of such cancellation, expiration, or reduction and each policy shall be endorsed to state such; (b) Name City, and City’s Agents as additional insureds with respect to liability arising out 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’s Agents and any insurance or self-insurance maintained by City or City’s Agents shall be in excess of Professional’s insurance and shall not contribute to it; (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 25. 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 City’s Agents from and against any and all claims, loss, cost, damage, injury (including, without 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 “Liabilities”). Such obligations to defend, hold harmless and indemnify City and City’s Agents shall not apply to the extent that such Liabilities are caused in whole by the sole negligence, active negligence, or willful misconduct of City or City’s Agents, but shall apply to all other Liabilities.

With respect to third-party claims against the Professional, the Professional waives any and all rights of any type of express or implied indemnity against City and City’s Agents.

Section 26. 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.

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Section 27. 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 control Professional only insofar as the result of Professional’s Services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Professional accomplishes Services rendered pursuant to this Agreement.

Section 28. 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 29. 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 30. 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 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