Fairfield City Council
June 2, 2026

CITY OF FAIRFIELD

CITY COUNCIL

MEETING AGENDA

Tuesday, June 2, 2026, 6:00 p.m.

Harry T. Price Memorial Council Chamber
1000 Webster Street, Fairfield, CA 94533 or Via Zoom
Notice to Public
The City of Fairfield is committed to providing meeting facilities that are accessible to persons with disabilities and/or have language barriers. To request meeting materials in alternative formats, or to request a sign language interpreter, realtime captioning, or other accommodation, please contact the City Clerk's Office, at least 72 hours in advance of the meeting at (707) 428-7400.

For individuals with hearing or speaking limitations, dial 711 or (800) 735-2922 (English). For Spanish, Tagalog or other language, please dial (800) 855-3000 and provide the communication assistant with the following City telephone number: (707) 399-4010.

DISCLOSURE OF CAMPAIGN CONTRIBUTIONS:

Pursuant to Government Code 84308, City Council Members are disqualified and not able to participate in any agenda item involving contracts (other than competitively bid, labor, or personal employment contracts), franchises, discretionary land use permits and other entitlements if the City Council Member received more than $250 in campaign contributions from the applicant or contractor, an agent of the applicant or contractor, or any financially interested participant who actively supports or opposes the City's decision on the agenda item in the 12 months prior to the date the item is on the agenda. Members of the City Council who have received, and applicants, contractors or their agents who have made, campaign contributions totaling more than $250 to a City Council Member in the 12 months prior to the date the item is on the agenda are required to disclose that fact for the official record of the subject proceedings. Disclosures must include the amount of the campaign contribution and identify the recipient City Council Member and may be made either in writing to the City Clerk before the agenda item or by verbal disclosure during consideration.

Members of the public can observe the meeting on Roku City of Fairfield, Xfinity Channel 26, AT&T U-Verse Channel 99, and web streamed live at www.youtube.com/FFCATV. The public may join the meeting via Zoom at: https://fairfield.ca.gov/zoomcitycouncil or via phone (408) 638-0968, Webinar ID: 814 7538 5275, Passcode: 7074287400
Pages
A. CALL TO ORDER
B. ROLL CALL
Councilmember Doug Carr
Councilmember Doriss Panduro
Councilmember Manveer Sandhu
Councilmember Scott Tonnesen
Councilmember K. Patrice Williams
Vice Mayor Pam Bertani
Mayor Catherine "Cat" Moy
C. INVOCATION - Pastor Jeff Hood of First Baptist Church D. PLEDGE OF ALLEGIANCE
E. COUNCIL REPORTS
F. CITY MANAGER'S REPORT
G. CITY ATTORNEY'S REPORT
H. CITY CLERK'S REPORT
I. PRESENTATIONS
I.1 Subaru Check Presentation to the Fairfield Police Activities League (PAL) I.2 Marin Clean Energy Update Presented by Mariela Herrick, Senior Community Development Manager
J. PUBLIC COMMENTS
Persons wishing to address the City Council on subjects not on the agenda but within the jurisdiction of the council may do so at this time. The council cannot discuss or take action on matters, not on the agenda for this meeting, but councilmembers may briefly respond to statements made or questions raised by the public, ask for clarification from staff, refer the matter to staff, request staff to report back to the council at a subsequent meeting, or place the matter on a future agenda. To speak on an agenda item, please use the “raise your hand” feature or press *9 on your phone. Speakers are limited to three minutes per item, as determined by the mayor.

K. CONSENT CALENDAR
All matters listed on the Consent Calendar are to be approved with one motion unless a member of the City Council or the public requests that separate action be taken on a specific item.

Recommended Action:

To approve the consent calendar.

K.1 Resolution 2026-75 PW Miracle Playsystems for the Cordelia Community Park Play Equipment Replacement Project
7

Suspending Competitive Bidding and Authorizing a Contract with Miracle Playsystems for the Purchase and Installation of a New Play Structure for the Cordelia Community Park Play Equipment Replacement Project Funding Source: $119,839; Parks Capital Fund
Contact: Ryan Panganiban, (707) 428-7017
Recommended Action:

Adopt resolution.

K.2 Resolution 2026-106 PW One Lake Vanden Road Utility Extension Improvements Acceptance
24 Accepting the One Lake Vanden Road Utility Extension Improvements as Complete
Funding Source: N/A
Contact: Matt Kett, (707) 428-7478
Recommended Action:

Adopt resolution.

K.3 Resolution 2026-107 PW BSK Amendment No. 1 27
Authorizing the City Manager to Execute Amendment No. 1 to the Agreement Between the City of Fairfield and BSK Associates
Funding Source: $110,048; North Bay Regional Fund
Contact: Michael Hether, (707) 428-7493
Recommended Action:

Adopt resolution.

K.4 Resolution 2026-108 PW HSIPSL-5132 (060) Kentucky Street & Broadway Street Striping Improvement Project (CPW070095)
49 Accepting the HSIPSL-5132(060) Kentucky Street & Broadway Street Striping Improvement Project as Complete
Funding Source: N/A
Contact: Matt Kett, (707) 428-7478
Recommended Action:

Adopt resolution.

K.5 Resolution 2026-109 PW Professional Services Agreement for Peabody Road Widening Project
52 Authorizing the City Manager to Execute a Professional Services Agreement with Kimley Horn and Associates, Inc. to Provide Design Services for the Peabody Road Widening Project

Funding Source: $1,296,055 ($431,840, Transfers-AB1600 Traffic/Streets; $864,215, Transfers – Northeast District)
Contact: Ryan Panganiban, (707) 428-7017
Recommended Action:

Adopt resolution.

K.6 Resolution 2026-110 IT Agreement with Active Network, LLC for Parks & Recreation Reservation Software
91 Authorizing the City Manager to Execute a Product and Services Agreement with Active Network, LLC for Parks & Recreation Reservation Software Funding Source: $228,953; Parks and Rec Administration Fund Contact: Naveed Ashraf, (707) 428-7582
Recommended Action:

Adopt resolution.

K.7 Resolution 2026-111 PD Legal Representation for Personnel Matters for the Fairfield Police Department
111
Authorizing the City Manager to Execute a Professional Services Agreement Between the City of Fairfield and Bertrand, Fox, Elliot, Osman, and Wenzel, LLP to Provide Legal Representation for Personnel Matters for the Fairfield Police Department
Funding Source: $650,000; General Fund
Contact: Dan Marshall, (707) 428-7374
Recommended Action:

Adopt resolution.

K.8 Ordinance 2026-03 PD Amending Chapter 8, Article I, Section 8.3, Chapter 56 of the Fairfield Municipal Code Regarding Explosives and Fireworks 124
Amending Chapter 8, Article I, Section 8.3, Chapter 56 of the Municipal Code Regarding Explosives and Fireworks in the City of Fairfield Funding Source: N/A
Contact: Dan Marshall, (707) 428-7374
Recommended Action:

Provide second reading and adopt Ordinance 2026-03.

K.9 Resolution 2026-112 HR Increase Contract Amount for Kramer Workplace Investigations Agreement
136
Approving an Increase in the Contract Amount for Kramer Workplace Investigations Professional Services Agreement

Funding Source: $100,000; General Fund
Contact: Farbod Pirouzmand, (707) 428-7397
Recommended Action:

Adopt resolution.

L. NEW BUSINESS
L.1 CM Mid-Cycle Update for City Council Fiscal Year 2025-2027 Strategic Goals and Priorities
140
Funding Source: N/A
Contact: David Gassaway, (707) 428-7400
L.2 PW Rockville Hills Regional Park Citizens Advisory Committee Presentation 222 Rockville Hills Regional Park Citizens Advisory Committee Presentation to the City Council on the Current Conditions of Rockville Hills Regional Park Funding Source: N/A
Contact: Ken Radford, (707) 399-5925
L.3 HD Presentation and Direction for Homeless Priorities 226 Funding Source: N/A
Contact: Samantha Burrows, (707) 428-7749
M. PUBLIC HEARINGS
M.1 PW 2025 Urban Water Management Plan Update 231
Public Hearing Regarding the Draft 2025 City of Fairfield Urban Water Management Plan
Funding Source: N/A
Contact: Michael J. Hether, (707) 428-7493
M.2 HR Public Hearing Regarding Vacancies for Calendar Year 2025 234 Recruitment and Retention Efforts for Calendar Year 2025 as Required Under Assembly Bill 2561/Government Code Section 3502.3 Regarding Vacancies Funding Source: N/A
Contact: Angela Broaddus, (707) 428-7396
M.3 Resolution 2026-113 CM Appeal of the Denial of Business Permit for Massage Establishment Located at 321 North Texas Street, Ste. 107 237
[Approving/Sustaining] [Denying/Overruling] Appeal of the Denial of Permit Application for Massage Establishment Located at 321 North Texas Street, Ste. 107, Fairfield, CA 94533 Pursuant to Chapter 10A of the Fairfield Municipal Code

Funding Source: N/A
Contact: David Lim, (415) 421-8484
Recommended Action:

Hold public hearing and adopt resolution.

N. ADJOURN
ADJOURN TO TUESDAY, JUNE 16, 2026, 6:00 P.M., HARRY T. PRICE MEMORIAL COUNCIL CHAMBER.

Any disclosable public records related to an open session item on a regular meeting agenda and distributed by the City of Fairfield to all or a majority of the Fairfield City Council less than 72 hours prior to that meeting are available for public inspection at City Hall, in the 4th floor lobby, 1000 Webster Street, Fairfield, California during normal business hours.

PUBLIC NOTIFICATION
I, Esther Beavers, Deputy City Clerk, do hereby certify that I have caused a true copy of the above notice and agenda to be delivered to each of the members of the Fairfield City Council, at the time and in the manner prescribed by law and that this agenda was posted at City Hall, 1000 Webster Street, Fairfield, California on Friday, May 29, 2026.

Agenda Item No: K.1

AGENDA REPORT
DATE: June 2, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2026-75 PW Miracle Playsystems for the Cordelia Community Park Play Equipment Replacement Project

Suspending Competitive Bidding and Authorizing a Contract with Miracle Playsystems for the Purchase and Installation of a New Play Structure for the Cordelia Community Park Play Equipment Replacement Project

Funding Source: $119,839; Parks Capital Fund

Contact: Ryan Panganiban, (707) 428-7017

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The play equipment at Cordelia Community Park (Park) was originally installed approximately 14 years ago and is nearing the end of its expected service life. Additionally, the original vendor that supplied the playground equipment has since been acquired by a nother company, which is no longer able to provide the replacement parts necessary to perform safe repairs.

Most commercial play equipment, including that manufactured by Miracle Playsystems (Miracle), is available exclusively through a single, factory -authorized regional distributor . As a result, obtaining competitive bids is not feasible. The proposed resolution would suspend competitive bidding requirements and authorize a contract with Miracle for the replacement of play equipment at Cordelia Community Park through Sourcewell.

DISCUSSION
On December 16, 2008, the City Council adopted Resolution No. 2008 -308, approving the adoption of the Cordelia Community Park Master Site Plan and authorizing a construction phasing plan for the Park. The construction of the Park included amenities such as play structures,

jogging trails, sports fields and more. On February 16, 20 10, the council adopted Resolution No. 2010-37, awarding a contract to Goodland Landscape Construction Inc, for the Cordelia Community Park Phase 1 Project.

On January 17, 2012, the council accepted the Cordelia Community Park Project – Phase 1 as complete with Resolution No. 2012-04. The construction included the installation of playground equipment manufactured by Miracle, specifically to accommodate the park’s size and layout. The play equipment has not been replaced since its initial installation and is now at the end of its estimated 15-year functional lifespan. While serious safety concerns have not been identified at this time, proactive replacement is recommended to reduce the risk of future safety issues associated with continued use of the play equipment by children.

The Cordelia Community Pa rk Play Equipment Replacement Project (Project) will remove and replace the existing play equipment with a new Xccent play structure manufactured by Miracle.

Miracle will also provide installation services to ensure the new play structure is installed properly and in accordance with manufacturer safety recommendations. In addition, they will provide a Certified Playground Safety Inspectors (CPSI) report that will identify any potential hazards to ensure compliance with national safety standards. The Xccent play structure, designed for safe play by children ages 5-12, features the following:

 Horizontal Ladders
 “S” Shaped Handring Bridges
 Horizontal Try-Rings
 Double “L” Rails
 Various End Ladders
 Crunch Stations
 “Phyzics” Buttress Miralene Climbers
 Gravity Diamond climbing structure

The City has obtained a quote to procure and install the replacement equipment through Sourcewell, a cooperative purchasing organization governed by a publicly elected Board of Directors. Sourcewell assists public agencies by faci litating the procurement of goods and services through competitively solicited and pre-negotiated contracts that comply with local and state procurement requirements. Through its competitive solicitation process, Sourcewell awarded Contract (101625-PLP) to Miracle for the procurement of commercial playground equipment and related structures.

According to Section 28.6 of the City Code, council approval is required to suspend the competitive bidding process and authorize a direct purchase from a specified vendor. This approach is recommended as most commercial playground equipment, including Miracle products, is only available through a single factory -authorized regional distributor. However, pricing for the proposed purchase has been competitively established through Sourcewell’s cooperative purchasing program.

The purchase agreement ensures the City receives a fixed price for the play equipment. The purchase and installation contract provides the City with a competitive rate, guarantee fixed price, streamlines the process by coordinating delivery and installation through a single provider, and minimizes the City's liability concerning warranties or othe r potential issues related to the play equipment.

FINANCIAL IMPACT
Total authorization will be $119,838.75. which is the total quoted price plus a 10% contingency ($108,944.32 total quote + $10,894.43 contingency). Funding for this work has been budgeted in the Parks Capital Fund (Fund 251; CPW050090).

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
The council may choose not to award the contract; however, this may lead to increased prices for the procurement and installation of the play equipment as the quoted price is only valid for a limited period of time.

COORDINATED WITH
N/A

STAFF CONTACT
Pavan Prasad, Junior Engineer
(707) 428-7431
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Miracle Playsystems Quote
Attachment 4: Xccent Play Structure Concept Exhibit

CITY OF FAIRFIELD

RESOLUTION NO. 2026-75

SUSPENDING COMPETITIVE BIDDING AND AUTHORIZING A CONTRACT WITH MIRACLE

PLAYSYSTEMS FOR THE PURCHASE AND INSTALLATION OF A NEW PLAY STRUCTURE FOR THE

CORDELIA COMMUNITY PARK PLAY EQUIPMENT REPLACEMENT PROJECT

WHEREAS, the City Council adopted Resolution No. 2008 -08 approving the adoption of the Cordelia Community Park Master Site Plan and authorizing a construction phasing plan for the Park; and

WHEREAS, the construction of the Park included amenities such as play structures, jogging trails, sports fields and more; and

WHEREAS, on January 17, 2012, the council accepted the Cordelia Community Park Project-Phase 1 as completed with Resolution No. 2012-04; and

WHEREAS, the play equi pment at the Cordelia Community Park has reached its approximate fifteen year expected lifespan; and

WHEREAS, the City wishes to contract Miracle Playsystems for the procurement and installation of play equipment for the Cordelia Community Park Play Equipment Replacement Project; and

WHEREAS, the desired equipment is available exclusively through Miracle Playsystems; and

WHEREAS, the desired equipment has been competitively bid through Sourcewell, a cooperative purchasing organization governed by a publicly elected Board of Directors.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. The council hereby suspends competitive bidding for the purchase and installation of play equipment from Miracle Playsystems for the Cordelia Community Park Play Equipment Replacement Project and authorizes the purchase of said equipment in an amount not to exceed $108,944.32.

Section 2. The public works director is hereby authorized to execute and administer amendments or change orders in an amount not-to-exceed $10,894.43.

Section 3. The city manager is hereby authorized and directed to purchase the equipme nt and do all things necessary to complete the actions authorized under this Resolution.

RES. NO. 2026-75

PASSED AND ADOPTED this 2nd day of June 2026, by the following vote:

AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

3/11/2026

Cordelia Park Xccent Replacement
MIRACLE PLAYSYSTEMS – 2443 FILLMORE STREET #380-2302, SAN FRANCISCO, CA 94115 (800) 879-7730 – (510) 893-2163 (FAX)

Job Number: 24-5647
Job: Cordelia Park Xccent Replacement
Quote Name: Quote-24-5647-Cordelia Park Xccent Replacement_005 Quote Number: Q-14586

Prepared by:

Shana Friesen
[email protected]

Terms: Equipment with Install - Mobilization Deposit - 50% Equipment, 25% Installation due at the time of order

Remit to: Miracle Playsystems
1276 S Main St.,
Salinas, CA 93901
Sub Total: $100,236.55
Freight: $4,667.00
Estimated Tax: $4,040.77
Total: $108,944.32

Miracle This Quote Includes a Sourcewell Discount (Contract #101625-PLP) Product Code Description Qty Rate Total Estimated Tax ( if applicable)
MREC EQUIP Miracle Play Equipment Per
Plan_24_5647_CordeliaParkXccentRep
l_003_BOM
1 $54,973.00 $46,727.05 $3,913.39
Miracle SUBTOTAL: $46,727.05
Miracle TOTAL: $46,727.05

Installation Services Equipment Installation
Product Code Description Qty Rate Total Estimated Tax ( if applicable)
B15 Installation Only of New Miracle Play
Equipment Per Plan
24_5647_CordeliaParkXccentreRepl._0

03.DWG
1 $33,534.00 $33,534.00 $0.00
Installation Services SUBTOTAL: $33,534.00
Installation Services TOTAL: $33,534.00

3/11/2026

Cordelia Park Xccent Replacement
MIRACLE PLAYSYSTEMS – 2443 FILLMORE STREET #380-2302, SAN FRANCISCO, CA 94115 (800) 879-7730 – (510) 893-2163 (FAX)

Installation Services Demo & Removal of Existing Equipment Product Code Description Qty Rate Total Estimated Tax ( if applicable)
B11 Remove & Offhaul Existing Xccent Play
Structure
1 $13,342.50 $13,342.50 $0.00
Installation Services SUBTOTAL: $13,342.50
Installation Services TOTAL: $13,342.50

Installation Services Site Preparation
Product Code Description Qty Rate Total Estimated Tax ( if applicable)
A1 Furnish Temp Fence For Duration Of
Project
Apx.170 LF
1 $1,521.00 $1,521.00 $127.38
B03 Pull Back & Reinstall Existing 12" EWF
Of A 2,095SF Area
1 $3,642.00 $3,642.00 $0.00
Installation Services SUBTOTAL: $5,163.00
Installation Services TOTAL: $5,163.00

CPSI Inspection
Product Code Description Qty Rate Total Estimated Tax ( if applicable)
B22 CPSI Inspection & Report
(per structure)
1 $1,470.00 $1,470.00 $0.00
CPSI Inspection SUBTOTAL: $1,470.00
CPSI Inspection TOTAL: $1,470.00

Sub Total: $100,236.55
Freight: $4,667.00
Total Estimated
Tax: $4,040.77
Grand Total: $108,944.32

3/11/2026

Cordelia Park Xccent Replacement
MIRACLE PLAYSYSTEMS – 2443 FILLMORE STREET #380-2302, SAN FRANCISCO, CA 94115 (800) 879-7730 – (510) 893-2163 (FAX)

Please confirm or edit order information below.

End User Company:

City of Fairfield
End User Contact:

End User Email:

Delivery Contact:

Delivery Email:

Delivery Phone:

Delivery Address:

Site Address:
1300 Gold Hill Rd
Fairfield, CA

Bill To Email:
[email protected]
[email protected]

Bill To:

City of Fairfield,
1000 Webster Street,
Fairfield, CA,
94533-0672

Customer Reference #:

Terms & Conditions
Applicable Territories: Colorado, Wyoming, Nebraska, Oregon, Washington, and California

1. Purchase Contract Terms
Acceptance of these terms is confirmed by signing the estimate/quote. The quote must be attached as an exhibit to any resulting contract or purchase order. Any other terms proposed by the client are considered material alterations and are void. Estimate valid for 30 days from date of quote. Colors to be confirmed with your local sales representative.

2. Payment Terms
• Equipment: 50% deposit upon order, 50% balance Net 30 from ship date. • Installation (if applicable): 25% deposit at time of equipment order, balance billed upon completion, Net 30. • Credit Card Fee: 3.5% convenience fee.
• Retainage: Not accepted.
• Tax: Final tax added unless proper tax-exemption certificate is provided.

3. Lead Times & Scheduling
Lead times vary by manufacturer and product type and will be confirmed at the time of receipt of order acknowledgement by the manufacturer once all necessary documentation has been provided, deposit has been received, and order has been placed. A tentative installation schedule can be provided once all relevant factory order acknowledgements have been received. Please note – production and shipping lead time does not include installation lead time.

4. Tariff Contingency
Buyer agrees to reimburse for any tariffs, duties, or similar charges imposed after contract execution. Should new government tariffs be implemented or existing tariffs be modified prior to delivery that directly affects the quoted products, we reserve the right to adjust the price accordingly. Tariff fees will be on final bill.

5. Construction Services (If Applicable)
Excludes:
• Delivery & offloading
• Packaging disposal
• Site security/chain link temp fence
• Spoils removal off-site
• Site base prep and drainage
• Permits, engineering, testing
• Soil samples, CPSI inspection

3/11/2026

Cordelia Park Xccent Replacement
MIRACLE PLAYSYSTEMS – 2443 FILLMORE STREET #380-2302, SAN FRANCISCO, CA 94115 (800) 879-7730 – (510) 893-2163 (FAX)

• Crane or heavy equipment services
• Utility locating
• Unforeseen site/digging conditions including civil scope outside of typical footing design (ex: drainage, etc.) capabilities, delegated design requirements, and any condition not specifically included in this proposal.

Site Preparation Requirements
• Stable, dry and soil compacted (95%), The installation site must be excavated and prepared to the specified depth and dimensions prior to mobilization. Subgrade drainage must not be installed prior to equipment installation. No loose-fill surfacing, or compacted aggregate subbase may be present in play pit prior to installation of play equipment unless otherwise quoted. If compacted aggregate subbase is not in Miracle Playsystems scope of work, it must be completed after playground installation and prior to PIP. Failure to meet these requirements may result in delays and additional charges.
• Less than 1% grade
• Accessible for labor and equipment
• Frozen ground conditions may impact construction schedule

6. General Exclusions
Unless specified, proposals do not include:
• Transporting materials to the jobsite from delivery site • Installation
• Site base prep and drainage
• Permits, engineering, testing
• Soil samples, CPSI inspection
• Crane or heavy equipment services
• Specialty trades
• Power supply
• Insurance above $1M/$2M per occurrence
• Prevailing wages
• Permits, bonds
• Safety inspections
• Testing services
• DSA submittals and plan check services

7. Equipment Inspections
All equipment must be inspected upon delivery. Any missing or damaged parts must be reported immediately. Color discrepancies must be reported at the time of delivery; installation of equipment constitutes acceptance of all colors as delivered.

8. Foundation Guidelines For all Shade and Shelter Projects Designs assume no adjacent structures or slopes unless otherwise qualified on bid. Additional engineering may be required for site-specific conditions. Client is responsible for providing current, site-specific geotechnical reports, site plans and civil drawings. Order may not be released to manufacturer without proper documentation. Manufacturers reserve the right to omit footing design from engineering package should unfavorable soils conditions or impact from adjacent structure foundations (or any other condition deemed appropriate by Manufacturer) be present in the provided geotechnical report, site plans or civil drawings. In the event Manufacture omits a footing design, the Client shall be solely responsible for retaining a qualified third-party engineer to provide a suitable foundation design. Note that final engineering will determine footing size. Larger footing sizes will result in an increased footing cost. If larger footing size is necessary, it will be acknowledged and addressed via change order prior to mobilization and footing installation.

9. Change Orders
All changes to the original scope of work must be documented in writing and signed by both parties before implementation. Change orders will include detailed descriptions of additional work, and revised pricing. Additional work may be billed at prevailing labor and material rates. No verbal authorization will be accepted. Client agrees to pay for any work performed without proper written authorization. Changes may affect delivery schedules and final completion dates.

10. Insurance
Includes General Liability and Workers Compensation. Waivers of subrogation or primary non-contributory endorsements incur additional costs.

11. Cancellation Policy
Equipment Orders: Orders may be cancelled within 48 hours of order acknowledgment without penalty. After 48 hours, cancellation is subject to a 25% restocking fee plus any costs incurred by manufacturer. Orders cannot be cancelled once production has begun - full payment required.

3/11/2026

Cordelia Park Xccent Replacement
MIRACLE PLAYSYSTEMS – 2443 FILLMORE STREET #380-2302, SAN FRANCISCO, CA 94115 (800) 879-7730 – (510) 893-2163 (FAX)

Installation Services: Installation may be cancelled up to 7 days prior to scheduled start date. Cancellations with less than 7 days’ notice are subject to a minimum charge of $1,500 to cover mobilization costs and scheduling disruption.

Deposits: In case of client cancellation, deposits will be applied toward cancellation fees and restocking charges.

12. Remobilization
Pricing assumes single mobilization unless otherwise noted. Should Miracle Playsystems or its subcontractors be required to remobilize due to no fault of their own, a minimum remobilization fee of $3,500 per occurrence will be added to the final invoice.

13. Indemnity Clause
Client/Owner shall defend, indemnify and hold harmless Miracle Playsystems, its officers, directors, board of trustees, agents, or employees and each of them, from any and all claims, demands, causes of action in law or in equity, damages, penalties, costs, expenses, reasonable attorneys’ fees, reasonable experts’ fees, reasonable consultants’ fees, judgments, losses or liabilities, of every kind and nature whatsoever arising out of or in any way connected with or incidental to, the performance of the services under this Agreement or any of the obligations contained in this Agreement (“Claims”). Without limitation, “damages” include personal injury, including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons, including, but not limited to, any employees or agents of Miracle Playsystems, or any other person; or other damages of any kind to anyone including, without limitation, economic loss, property damage and loss of use thereof. It is expressly acknowledged and agreed that each of the foregoing indemnities is independent, that each shall be given effect, and that each shall apply despite any acts or omissions, misconduct or negligent conduct, whether active or passive, on the part of, or other contractor(s); provided, however, Miracle Playsystems duty to indemnify shall be limited to the percentage or the degree Miracle Playsystems comparative negligence caused any damages.

Colorado Provision
To the extent permitted by applicable law and subject to the limitations imposed by the Colorado Constitution, including the Taxpayer's Bill of Rights (TABOR), the Client/Owner agrees to defend, indemnify, and hold harmless Miracle Playsystems in accordance with the indemnity obligations set forth above.

14. General Terms
THIS QUOTE IS LIMITED TO AND GOVERNED BY THE TERMS CONTAINED HEREIN: Miracle Playsystems objects to any other terms proposed by client, in writing or otherwise, as material alterations, and all such proposed terms shall be void. Client authorizes Miracle Playsystems to ship equipment and agrees to pay the total specified. Shipping terms are FOB the place of shipment via common carrier. Client and owner/operator agree to indemnify and hold Miracle Playsystems, harmless from and against all liabilities, losses, penalties, damages and expenses, including costs and attorney fees, resulting from any and all claims, liens, damages, actions, suits, judgments or settlements, injuries arising or alleged to arise out of their failure, or failure of architect, contractors, subcontractors, installers, employees, agents and assigns to assemble, install, inspect and/or maintain the play equipment and impact absorbing surfacing in full compliance with each manufacturers installation instructions and safety requirements and their misuse and/or alteration of the play equipment.

Company: ______________________________________

Signature: ______________________________________

Name: ______________________________________

Date: ______________________________________

MIRACLE PLAYSYSTEMS. DESIGNING PLAY
Creating Fun Play Environments to Enrich Communities

CORDELIA PARK - XCCENT REPLACEMENT

FAIRFIELD, CA
Prepared for: City of Fairfield

Beige
Forest
GreenBrown
MIRACLE PLAYSYSTEMS. DESIGNING PLAY
Creating Fun Play Environments to Enrich Communities
MIRACLE PLAYSYSTEMS. DESIGNING PLAY
Creating Fun Play Environments to Enrich Communities
12/12/2024
24_5647_CordeliaParkXccentRepl._003
Colors Used In Rendering: *Colors shown in rendering are for illustrative purposes only. Actual color and pattern may vary slightly.

MIRACLE PLAYSYSTEMS. DESIGNING PLAY
Creating Fun Play Environments to Enrich Communities
MIRACLE PLAYSYSTEMS. DESIGNING PLAY
Creating Fun Play Environments to Enrich Communities
12/12/2024
24_5647_CordeliaParkXccentRepl._003
*Colors shown in rendering are for illustrative purposes only. Actual color and pattern may vary slightly.

MIRACLE RECREATION EQUIPMENT
COMPANY  BRINGS YOU THE THRILLS OF A LIFETIME!
Miracle is one of the nation’s first and most innovative playground  equipment manufacturers.

We first began shaping the future of play in  1927 when our founder Johnnie Ahrens created the Whirl — a tilting, kid-  powered merry-go-round — based on the timeless insight that, “Kids  want action.” That same inspiration has driven 90+ years of innovation,  including the introductions of the first fiberglass slide (1963), the 25-  foot Mega Tower® (2000s), and the Avalanche Inclusive Slide (2015). Our  latest advance, the Extreme Generation adventure playground, delivers  challenging physical events for kids seeking extreme play. Its design  brings play to new heights, with innovative, fully-enclosed skyways that  provide elaborate rope-course-inspired activities far above ground,  safely adding an element of perceived risk to any play space.

This never-ending dedication to innovation is the reason why, even after  more than 90+ years, the Miracle legacy remains focused on building  yours. We believe the experience of building a playground should  be as intuitive as playing on it. From design, specification, funding,  purchasing and installation, we’ll be with you every step of the way.  Our customized design process is free because there should never be  a charge to dream.

Let’s get you started by envisioning a playground that is meant for your  community and right for your budget. It’s why our legacy has always  been about building yours.

MIRACLE  ADVANTAGE
Our clamp design features  a stainless
steel, tamper-resistant fastener
that  eliminates the need for  stacking
multiple clamps.

Versalok
®
We believe the experience of building a playground should be as intuitive as playing on it. From design, specification, funding, purchasing and installation, we’ll be with you every step of the way. Our customized  design process is free because there should never be a charge to dream.

This textured vinyl coating for deck
surfaces helps prevent  rapid heat transfer,
while the circle pattern keeps little  fingers
safe.

Mira-Therm™
The 3D textured pattern makes it easy —
and comfortable — for kids to make their
next moves.

Gator Grip
Provides superior strength  and durability,
advanced color fastness and UV
resistance.

Compound Resin
We’re committed to providing  equipment
that meets and/  or exceeds the
performance  safety
specifications  established by
organizations  such as ASTM, CPSC,
CSA,  CPSIA, IPEMA and EN. To verify
product certification, visit
www.ipema.org.

Safety® ®

COLOR CHOICES
Miracle® uses high quality materials and state of the art manufacturing processes.

Commercial  playgrounds and products are subjected to years of environmental and solar exposure.

Such  extreme exposure takes its toll on paints and pigments, and all colors will fade over time.

So  Miracle® does not warrant against color fading or discoloration. It is important to properly maintain  your playground to ensure its longevity. Depending on environmental conditions at your location,  the installation of fabric shade structures may help to delay fading and discoloration.

Actual colors in catalog may vary due to four color printing process.

DESIGNER, GIVE YOUR PLAYGROUND STYLE!

Agenda Item No: K.2

AGENDA REPORT
DATE: June 2, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2026-106 PW One Lake Vanden Road Utility Extension Improvements Acceptance

Accepting the One Lake Vanden Road Utility Extension Improvements as Complete

Funding Source: N/A

Contact: Matt Kett, (707) 428-7478

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
Adoption of the resolution will formally accept the improvements for the One Lake Vanden Road Utility Extension Improvements as complete.

DISCUSSION
One Lake Holding, LLC (Developer) has completed all the required improvements in accordance with the improvement agreement adopted by the City Council on May 16, 2023, by resolution No. 2023-121. The improvements included the extension of public potable water, non -potable water, sanitary sewer, and storm drain utilities within Vanden Road to serve Planning Area 5. The public infrastructure was extended approximately 800 feet from the Lake Trail Street intersection in Vanden Road.

Staff inspected the public infrastructure improvements and found them to be complete in accordance with City standards and the requirements of the landscape improvement agreement.

The final punch list was completed on January 8, 202 6. The proposed resolution accepts the improvements as being complete, except for the obligation of the Developer to repair or reconstruct defective work for a period of one year after final acceptance.

FINANCIAL IMPACT
Acceptance of public improve ments by the council will obligate the City to maintain the improvements, including the water, non -potable water, and storm drain mains. Ongoing maintenance for the public improvements will be funded by the City’s General Fund (Fund) 101.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
If the council has any questions, acceptance may be delayed so that staff may provide the necessary additional information.

COORDINATED WITH
N/A

STAFF CONTACT
Matt Kett, Construction Manager
(707) 428-7478
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution

CITY OF FAIRFIELD

RESOLUTION NO. 2026-106

ACCEPTING THE ONE LAKE VANDEN ROAD UTILITY EXTENSION IMPROVEMENTS AS

COMPLETE

WHEREAS, the City Council executed an improvement agreement with One Lake Holding, LLC (Developer) for the One Lake Vanden Road Utility extension on May 16, 2023, by Resolution No. 2023-121; and

WHEREAS, the Developer has completed all the required improvements in accordance with the improvement agreement approved by the council.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. The City hereby accepts the improvements as complete pursuant to the improvement agreement between the City and the Developer approved by the council on May 16, 2023.

PASSED AND ADOPTED this 2nd day of June 2026, by the following vote:

AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

Agenda Item No: K.3

AGENDA REPORT
DATE: June 2, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2026-107 PW BSK Amendment No. 1

Authorizing the City Manager to Execute Amendment No. 1 to the Agreement Between the City of Fairfield and BSK Associates

Funding Source: $110,048; North Bay Regional Fund

Contact: Michael Hether, (707) 428-7493

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
Staff is seeking to amend the agreement between the City and BSK Associates (BSK) to account for an increase in State required testing due to various field conditions.

DISCUSSION
The laboratory at the North Bay Regional (NBR) Water Treatment Plant serves as the State certified water quality testing laboratory f or the Fairfield Municipal Water System. As such, it is staffed by personnel certified to perform both sample collection and testing. In late 2025, the retirement of a certified Laboratory Technician created a staffing shortage As a result, the Laboratory Manager was required to perform collections rather than fully overseeing laboratory operations, creating a potential risk to compromise lab function and state requirements.

On January 6, 2026, s taff subsequently entered into an agreement with BSK, a State certified laboratory, to support the ongoing State mandated testing after soliciting multiple labs in an amount not-to-exceed $99,952.

The number and nature of required tests can vary depending on environmental and field conditions. Staff initially estimated the level of testing to maintain compliance with the intent of bringing a longer -term contract before council, however, staff underestimated the volume of

testing that would be needed. Consequently, staff is requesting an amendment to the original agreement to maintain continuity of the required testing.

FINANCIAL IMPACT
The total authorization for this amendment is $110,048 which increases the original contract amount to not-to-exceed amount to $210,000. The cost for this agreement will be paid out of the North Bay Regional Fund (Fund 465).

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
The City Council may delay approval of the adjustment so that the staff can address any council concerns.

COORDINATED WITH
N/A

STAFF CONTACT
Michael Hether, Assistant Public Works Director - Utilities (707) 428-7485
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Proposed Amendment

CITY OF FAIRFIELD

RESOLUTION NO. 2026-107

AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE AGREEMENT

BETWEEN THE CITY OF FAIRFIELD AND BSK ASSOCIATES

WHEREAS, the laboratory at the North Bay Regional (NBR) Water Treatment Plant serves as the State certified water qualified testing laboratory for the Fairfield Municipal Water System; and

WHEREAS, one of the certified laboratory technicians retired, creating a personnel shortage; and

WHEREAS, the laboratory manager was required to perfor m collections rather than fully overseeing laboratory operations, creating a potential risk to compromise lab functions and state requirements; and

WHEREAS, the City entered into a Professional Services Agreement (PSA) with BSK Associates (BSK), a state certified laboratory, on January 6, 2026, to perform State mandated water testing of the city’s drinking water; and

WHEREAS, the required amount of routine testing varies based on state requirements and field conditions; and

WHEREAS, the initial volume of required testing under the BSK agreement was underestimated; and

WHEREAS, City staff is seeking to amend the agreement to account for the increased volume of testing.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. The city manager is hereby authorized and directed to execute on behalf of the City of Fairfield, Amendment No. 1 between the City of Fairfield and BSK Associates.

Section 2. The total authorization for this amendment is $110,048 which increases the original contract amount to not-to-exceed amount to $210,000. The cost for this agreement will be paid out of the North Bay Regional Fund (Fund 465).

Section 3. The city manager or designee is hereby authorized to do all things necessary to implement the above-mentioned agreement and amendment.

RES. NO. 2026-107

PASSED AND ADOPTED this 2nd day of June 2026, by the following vote:

AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

1 Revised September 2024
Amendment No 1.

To Professional Services Agreement
Between
City of Fairfield
and the
BSK Associates

This Amendment No. 1, made by and entered into as of the _____ day of ______________, 2026, by and between the CITY of FAIRFIELD, a municipal corporation (hereinafter “CITY”), AND BSK Associates (hereinafter [“BSK”]), for the purpose of reviewing the Professional Services Agreement (hereinafter “AGREEMENT”) dated January 6, 2026 between the parties. This Amendment does not take effect until signed by both parties.

The revisions to the AGREEMENT are limited to those specific below. All other provisions of the AGREEMENT remain in effect as set forth in Exhibit “A”.

The AGREEMENT is amended as follows:

1. Item 1 of EXHIBIT “B” – PAYMENT is amended as follows:
“1) The total contract price for services rendered by CONSULTANT under this Agreement shall be in an amount not to exceed $210,000.00.”

Except as specifically set forth herein, all terms and conditions of the AGREEMENT between the CITY and BSK, dated January 6, 2026, shall remain in full force and effect.

In Witness whereof, the parties through their authorized representatives, have affixed their signature.

CITY OF FAIRFIELD
a municipal corporation (CITY)

By
David Gassaway, City Manager

BSK ASSOCIATES

By
Belinda Vega, COO Laboratory Division

EXHIBIT A

Agenda Item No: K.4

AGENDA REPORT
DATE: June 2, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2026-108 PW HSIPSL-5132 (060) Kentucky Street & Broadway Street Striping Improvement Project (CPW070095)

Accepting the HSIPSL-5132(060) Kentucky Street & Broadway Street Striping Improvement Project as Complete

Funding Source: N/A

Contact: Matt Kett, (707) 428-7478

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The adoption of the resolution will accept the HSIPSL-5132(060) Kentucky Street & Broadway Street Striping Improvement Project (Project) as complete.

DISCUSSION
On August 19, 2025, the City Council adopted Resolution No. 2025-167, approving contract with Chrisp Company to install Class II bike lanes along Broadway Street and Kentucky Street to address the lack of bicycle facilities. The work included painted lanes on the road designated for bicycles, green thermoplastic markings in areas where bi cycles and vehicles cross paths to increase visibility, and update traffic signage.

The work began on March 2, 2026. During the Project, one change order and one administrative change order were issued, resulting in a net contract adjustment of $5,954.35. The change order addressed the installation of roadside signs and posts, as well as a new sign on a light post not included in the original plans . Upon completion of the Project, an administrative change order was processed to adjust quantities for additional work and reconcile the final contract amount.

The final punch list items for the Project were completed on March 14, 2026.

The construction authorization for the Project was approved for $329,614.50 , which included a total bid amount of $299,600.50 and a 10% contingency of $29,965. The final cost for the Project was $305,603.85, which is approximately 7.28% below the authorized amount.

Following the council’s acceptance of the Project as complete, a Notice of Completion will be filed with the County of Solano’s Recorders Office.

FINANCIAL IMPACT
The Public Works Operations Division will manage expenses associated with the ongoing maintenance, which will be funded by the General Fund (Fund 101).

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
If the council has any questions, acceptance may be delayed so that staff may provide the necessary additional information.

COORDINATED WITH
N/A

STAFF CONTACT
Matt Kett, Public Works Construction Manager
(707) 428-7478
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution

CITY OF FAIRFIELD

RESOLUTION NO. 2026-108

ACCEPTING THE HSIPSL-5132 (060) KENTUCKY STREET & BROADWAY STREET STRIPING

IMPROVEMENT PROJECT AS COMPLETE

WHEREAS, the City Council approved the plans and specifications and entered into a contract with Chrisp Company for the HSIPSL-5132 (060) Kentucky Street & Broadway Street Striping Improvement Project (Project) on August 19, 2025, by Resolution No. 2025-167; and

WHEREAS, Chrisp Company has completed the Project in accordance with the contract approved by the council.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. The City hereby accepts the Project as complete pursuant to the agreement between the City and Chrisp Company approved by the council on August 19, 2025.

PASSED AND ADOPTED this 2nd day of June 2026, by the following vote:

AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

Agenda Item No: K.5

AGENDA REPORT
DATE: June 2, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2026 -109 PW Professional Services Agreement for Peabody Road Widening Project

Authorizing the City Manager to Execute a Professional Services Agreement with Kimley Horn and Associates, Inc. to Provide Design Services for the Peabody Road Widening Project

Funding Source: $1,296,055 ($431,840, Transfers-AB1600 Traffic/Streets; $864,215, Transfers – Northeast District)

Contact: Ryan Panganiban, (707) 428-7017

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The Peabody Road Widening Project (Project) is identified in the Train Station Specific Plan (TSSP) and is being advanced in coordination with the Fire Station 39 frontage improvements to prepare the corridor for future grant funding opportunities . To progress the Project from concept to construction, professional design services are required to complete environmental clearance, right-of-way acquisition, and plans, specifications, and the engineer’s estimates. Staff recommend the City C ouncil authorize the city manager to execute a Professional Services Agreement (PSA) with Kimley-Horn and Associates, Inc. (Kimley-Horn), thereby enabling the City to proceed with the Project.

DISCUSSION
The Project proposes widening of approximately 1 ,300 linear feet on the west side of Peabody Road from Air Base Parkway to Huntington Drive. The Project is a planned capital improvement consistent with the City's adopted TSSP transportation network improvements.

Fire Station 39 is currently under construction on a parcel on the west side of Peabody Road, south of Huntington Drive. The Fire Station 39 project will be installing two driveways to and from

Peabody Road with temporary asphalt extensions from the property to the existing Peabody Road edge of pavement until such time as the ultimate Peabody Road widening is constructed.

The southern driveway wil l become the west leg of the existing Peabody Road and Dobe Lane intersection.

The Project consists of two phases . Phase 1, or near -term improvements, includes traffic signal modifications to accommodate the new Fire Station 39 driveway at the Peabody Road and Dobe Lane intersection. Phase 1 improvements are anticipated to be constructed before the planned opening of Fire Station 39 at the end of the year.

Phase 2 includes the widening of Peabody Road from Air Base Parkway to Huntington Drive. The widening will add two lanes southbound on Peabody Road and include new bike lanes, median, curb, gutter, sidewalk and landscaping. This will require traffic signal modification at the Peabody Road and Dobe lane intersection including removal of near-term Phase 1 poles and replacement with new poles, Americans with Disabilities Act (ADA) curb ramp upgrades, and addition of a new east-west crosswalk on the north leg. Advancing the Phase 2 design at this time will help avoid throwaway work associated with temporary improvements and ensure the ultimate roadway widening improvements are properly coordinated and constructed in a comprehensive manner.

Project History
On June 26, 2011, 2011, the City adopted the TSSP for a new growth area in northeast Fairfield.

The TSSP anticipates the development of 6,000 housing units, 30 -acres of new commercial development and a new industrial business park. To accommodate northeast development , the TSSP identified the need to improve the existing transportation network. These improvements include widening and complete street improvements to Peabody Road, Manuel Campos Parkway, and Vanden Road. Peabody Road runs north-south along the western boundary of the TSSP area and intersects Cement Hill Road and Manuel Campos Parkway near the southwest corner of the project site.

In 2016, the City completed construction of the new six-lane Peabody Road between Huntington Drive and Vanden Road. The new Peabody Road included a grade-separated overcrossing of the existing railroad tracks, which significantly enhances motorist safety and reduces traffic congestion along the corridor by eliminating motorists dwell time waiting for trains at the at - grade crossing.

The Project would widen the remaining segment of Peabody Road from Huntington Drive to Air Base Parkway to six lanes. The TSSP identifies that new development within the TSSP shall pay its proportionate share of the construction of the off -site widening of Peabody Road to six travel lanes from the southern limit of work of the Peabody Road railroad overcrossing improvements, south to Air Base Parkway.

Procurement Process
On Februar y 17, 2026, the council adopted Resolution No. 2026 -22 Approving a Shortlist of Qualified Consultants for Capital Improvement Projects engineering services. The shortlist of

approved consultants serve s as the basis for awarding professional engineering ser vices agreements for projects requiring technical expertise. City staff and the city engineers were authorized to solicit and review proposals from the approved consultants as needed.

In April 2026, staff solicited Request for Proposals (RFP) from civil engineering firms on the shortlist established by Resolution No. 2026 -22 related to design of the Project necessary to implement near term improvements and ultimate widening of Peabody R oad. Proposals were submitted by two firms, Bennett Engineering and Kimley-Horn. Following evaluation, Kimley- Horn has been selected to design this project.

Kimley Horn has provided a cost proposal in the amount of $1,178,232 for engineering design services, which include environmental permitting, the California Environmental Quality Act (CEQA) documentation, civil engineering design, bid support and construction support. Kimley- Horn was selected based on their technical quali fications and their ability to meet the Phase 1 schedule required to support the opening of Fire Station 39 in December 2026.

FINANCIAL IMPACT
The total authorization for the PSA for the Project is for a not-to-exceed amount of $1,296,055.20 which is the total contract amount plus a 10% management reserve ($ 1,178,232 total PSA amount + $117,823.20 management reserve). Of this total amount, $431,840.20 is allocated from the AB 1600 - Traffic and Streets (Fund 261) and $864,215 is allocated from the Northeast Impact District (Fund 290).

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
If the council has any questions, the recommended action may be delayed so that staff can provide the necessary background information. This is not recommended due to negative impacts to affecting design and construction completion.

COORDINATED WITH
Finance Department

STAFF CONTACT
Pratyush Bhatia, Consultant Project Manager
(707) 428-7484
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Proposed Agreement

CITY OF FAIRFIELD

RESOLUTION NO. 2026-109

AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC. TO PROVIDE DESIGN SERVICES FOR THE PEABODY

WIDENING PROJECT

WHEREAS, the Peabody Road Widening Project ( Project, CPW070103) proposes widening of approximately 1 ,300 linear feet on the west side of Peabody Road from Air Base Parkway to Huntington Drive.; and

WHEREAS, the Project is a planned capital improvement consistent with the City's adopted Train Station Specific Plan (TSSP) transportation network improvements and consists of two phases ; and

WHEREAS, phase 1, or near -term improvements, includes traffic signal modifications to accommodate the new Fire Station 39 driveway at the Peabody Road and Dobe Lane intersection; and

WHEREAS, phase 2 includes the widening of Peabody Road from Air Base Parkway to Huntington Drive. The widening will add two lanes southbound on Peabody Road and include new bike lanes, median, curb, gutter, sidewalk and landscaping; and

WHEREAS, the City requires outside professional design and technical services to develop and prepare construction-ready documents; and

WHEREAS, staff has determined Kimley-Horn and Associates , Inc. ( Kimley-Horn) to be highly qualified to provide professional design services; and

WHEREAS, staff recommends authorizing a Professional Services Agreement with Kimley-Horn to provide the professional services needed for the Project.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. The city manager is hereby authorized and directed to execute on behalf of the City of Fairfield that certain a greement for professional design services with Kimley-Horn for the Project in an amount not-to-exceed of $1,178,232.

Section 2. The city manager is hereby authorized to execute contract amendments for an amount not-to-exceed $117,823.20 or 10% of the contract amount.

Section 3. The city manager is hereby authorized to implement the above-mentioned contract.

RES. NO. 2026-109

PASSED AND ADOPTED this 2nd day of June 2026, by the following vote:

AYES: COUNCILMEMBERS: MOY / BERTANI/ CARR / PANDURO / SANDHU / TONNESEN / WILLIAMS

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

MAYOR
ATTEST:

________________________________

CITY CLERK

1 Revised 1/09/2025

PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made at Fairfield, California, as of ________________, 20____, by and between the City of Fairfield, a municipal corporation (the “CITY") and Kimley-Horn and Associates, Inc. ("CONSULTANT"), who agree as follows:
1) SERVICES. Subject to the terms and conditions set forth in this Agreement, CONSULTANT shall provide to the CITY the services described in Exhibit “A,” which consists of the proposal submitted by CONSULTANT. CONSULTANT shall provide said services at the time, place, and in the manner specified in Exhibit “A.”
2) PAYMENT. CITY shall pay CONSULTANT for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit “B.” The payments specified in Exhibit “B” shall be the only payments to be made to CONSULTANT for services rendered pursuant to this Agreement.

CONSULTANT shall submit all billings for said services to the CITY in the manner specified in Exhibit “B.” 3) FACILITIES AND EQUIPMENT . CONSULTANT shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. 4) GENERAL PROVISIONS . The general provisions set forth in Exhibit “C” are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the provisions set forth in Exhibit “C” shall control. 5) INSURANCE REQUIREMENTS. The insurance requirements set forth in Exhibit “D” are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the requirements set forth in Exhibit “D” shall control. 6) BUSINESS LICENSE. The CONSULTANT shall obtain and keep current a business license for work within the City of Fairfield pursuant to Chapter 10B of the Fairfield City Code, with respect to the gross receipts received pursuant to this Agreement. No payments shall be made to any SERVICE PROVIDER until such business license has been obtained, and all fees paid therefore, by the CONSULTANT. Business license applications and information may be obtained from the Community Development Department, Fairfield City Hall, 1000 Webster Street, Fairfield, CA 94533-4883, (707-428- 7509) and online at www.fairfield.ca.gov/biz.
7) EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein.
8) TERM. This agreement shall be in effect through December 31, 2028. 9) GOVERNING LAW AND VENUE. Should either Party to this Agreement bring legal action against the other, the validity, interpretation, and performance of this Contract shall be controlled by and construed under the laws of California, excluding California’s choice of law rules. Venue for any such action relating to this Agreement shall be in the Solano County Superior Court. 10) Where applicable, vehicles with a GVWR greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of

3 Revised 1/09/2025
EXHIBIT “A”

SCOPE OF SERVICE

9 3. COMPLETE TASK LIST
Kimley-Horn’s project manager,Michele Johnson, PE, will work closely with City of Fairfield Project Manager and other city staff to manage, design, and provide engineering support services leading to the construction of the project. The scope of work is described below. Kimley-Horn will perform the servicesexpressly described herein in accordance with this Scope of Services. Kimley-Horn shall receive detailed direction from the City of Fairfield’s Project Manager.

Assumptions:
· Federal funding will not be used for any phase of this project. · The 1300 linear feet of roadway widening extend between the Dobe Lane and Huntington Drive intersections.
· Improvements to the northbound traveled way will be limited to pavement maintenance (seal coat) and refreshing existing striping as needed.
· Environmental Clearance for Phase 1 improvements is included along with the Fire Station 39 improvements.
· The City will provide rights of entry to access private property for environmental clearance and design related field work, including geotechnical testing, topographic surveys, potholing and other design related field reviews.
· Fees for City encroachment permits will be waived for all site visits and field explorations (including borings and potholing). No additional permits are needed for fieldwork (including borings and potholing).
· One consolidated set of City comments will be provided for the 35%, 65% and 95% PS&E reviews. The comments will be provided by the City based on the agreed-upon project schedule.
· Traffic Index (TI) will be provided by the City.
· Design of roadway rehabilitation is not included in the project scope. City will provide pavement treatment locations, specifications and details. It is assumed that the pavement rehabilitation treatments will not result in changes to pavement grade. · Turn pocket lengths will be designed to match existing and no operations analysis to determine storage length is required.
· Drainage and stormwater treatment will be directed to existing stormwater systems. Analysis of the capacity of the existing systems is not included.
· Stormwater Pollution Prevention Plan will be prepared by the City’s Contractor. · Retaining walls and other structure work is not included in the design and PS&E; design to include structural features can be included for additional fee. · Utility relocation or construction of new utility facilities will be designed and provided by others. · Utility conflicts are expected to be limited to overhead electric and communication poles. · Utility agreements are not included in Kimley-Horn's efforts. Kimley-Horn can support the City in preparing Utility Agreements for an additional fee.

10 · The City has issued a Notice to Relocate to AT&T to relocate their pole just south of the Fire Station 39 driveway at Dobe lane. Any additional utility relocation coordination for Fire Station and Phase 1 improvements will be performed by the City. · Construction staking will be performed by the City’s Contactor. · Arborist will inventory up to 25 trees within the project limits. · Existing median trees will not be impacted by the project and need not be included in the Arborist Report.
· Support for implementation and configuration of InSync adaptive signal control equipment is not included in this scope of work.
· Contractor’s staging and traffic control plans will be reviewed and approved by the City and not included in this scope of work.
· Preparation or review of City-prepared signal timing plans is not included in this scope of services. City will be responsible for preparing traffic signal timing plans incorporating all new vehicle movements for Phase 1 and Phase 2. Signal timing parameters will include recommended timing durations based on CA- MUTCD guidelines.
· The City will provide boilerplate for project specifications. · VMT is not expected to increase with the project improvements · AB52 consultation will be done by the City. Kimley-Horn can add this scope of work if requested.
· At Peabody Road & Dobe Lane, it is assumed that all traffic signal poles will be protected in place, except that all west side poles will be replaced to accommodate new Peabody Road widening.
· At Peabody Road & Huntington Drive, it is assumed that all traffic signal poles will be protected in place.
· Vehicle and bicycle detection is assumed to be inductive loop-based.

Task 1: Project Management & Coordination
Kimley-Horn has reviewed the City’s Scope of Services included in the RFP , and we have developed a detailed scope that provides a clear and concise outline of actions and milestones that seeks to meet the goals and objectives of the Peabody Road Widening – Air Base Parkway to Huntington Drive Project through Phase 2 Final PS&E. Our scope below will draw upon Kimley-Horn's diverse technical expertise, design experience, and effective construction document production to provide City staff and decision-makers with the information needed to construct the desired improvements. For the purposes of scope and fee preparation, the project duration (through Phase 2 Final PS&E) is expected to be 18 months.

Task 1.1: Administration & Quality Control
Michele Johnson will manage the project’s daily operations, including coordination with subconsultants and task leaders. Her coordination and management responsibilities will include tracking progress, managing invoices and reports, maintaining project files, and managing the scope, schedule, and budget.

Kimley-Horn shall:

11 § Prepare and maintain a Critical Path Method (CPM) schedule for the project. § Provide input and monthly updates for inclusion in the master Critical Path Method (CPM) schedule. § Prepare and maintain a Submittals Register including scheduled and actual submittal dates, review periods and receipt of comments.
§ Prepare a risk register and update it at key milestones or as reasonably required. § Monitor and manage the budget and proactively identify and document scope risks via a Scope Change Request letter.

Invoices and Progress Reports
Kimley-Horn will prepare and submit monthly invoices and progress reports that will identify services performed on each task the preceding month. Progress reports and invoices will be submitted 4 weeks following the end of the month. Format of invoices will be agreed upon at the beginning of the project with the City. The monthly progress report and invoice will include a summary of activities performed, budget status by task, issues identified/resolved during the billing period, and anticipated work during the next Period. Support documentation for direct expenses and subconsultant charges will be attached.

Risk Register
The Kimley-Horn team will prepare and maintain a risk register which will serve as a living document that will be updated at key milestones of the project to reevaluate risk and actively change the risk rating as needed, to match project advancements. Michele will bring to the City project manager’s attention any risks that are sensitive to project updates and could potentially impact project schedule.

CPM Schedule
Kimley-Horn will follow a critical path method (CPM) schedule and update it on a monthly basis. The schedule will define key milestones, interdependencies between environmental, traffic, outreach, and design tasks, critical decision points, agency review timelines, and deliverable deadlines. Kimley-Horn will coordinate with pertinent subconsultants as needed to update the schedule on a monthly basis.

Quality Control
The project manager will work with our QC/QA manager, Matt Weir, PE, to develop a project-specific quality control plan that incorporates the contract requirements. Disciplinary reviews, interdisciplinary reviews, senior/independent reviews, quality assurance management (QAM) reviews, and documentation are quality control activities that are part of our regular QC/QA procedures. Our quality process uses a color-coded system for the checker, updater, and verifier/back-checker for each deliverable (PS&E and reports).

1.2 Kick-off Meeting
Key members of the Kimley-Horn team will attend an in-person kick-off meeting with the City project management team. We will review and refine the scope of work, project schedule, communications protocol, and deliverables.

The team will also discuss staff expectations, data needs, and the community outreach approach. The fee assumes attendance by two Kimley-Horn staff, along with leads from the City.

1.3 City Coordination and Project Review Meetings
Kimley-Horn and subconsultant team representatives shall meet periodically with the City of Fairfield as described below to discuss the project, present design options, review alternatives, etc. Kimley-Horn shall organize, schedule, and prepare agenda and meeting minutes for the following meetings:

12 § Bi-weekly project status meetings with City (up to 4 meetings) (virtual) (through Phase 1 PS&E) § Monthly project status meetings with City (up to 15 meetings) (virtual) (Phase 2 PS&E) Task 1 Deliverables
§ Meeting Agendas (kick-off and project review meetings) § Draft and Final Meeting Minutes (kick-off and project review meetings) § Invoices and Progress Reports
§ CPM Schedule
§ Submittal Register
§ Risk Register
Task 2: Design
Task 2.1 Public Outreach and Stakeholder Coordination
To support the City’s public outreach efforts, Kimley-Horn will prepare exhibits, two-dimensional plan view and cross section renderings, and flyers/handouts for up to two public outreach meetings with residents and businesses as necessary.

Task 2.1 Deliverables
§ 2D Rendering Exhibits (PDF)
§ Informational Flyer (PDF)
Task 2.2 Review of Background Documents
The Kimley-Horn team will review available documents related to Fire Station 39, including environmental and technical studies, the Fairfield Train Specific Plan, Fairfield General Plan, Solano Transportation Authority Active Transportation Plan and other available documents provided by the City.

Task 2.3 Site Investigations
Kimley-Horn will participate in one field walk with City staff during the design phase. Up to two additional site visits are anticipated for site investigations to review existing utilities, drainage features, and signal and lighting equipment.

Arborist Tree Inventory
SBCA, the Project Arborist, will tag and inventory all trees on west side of Peabody Road between Huntington Drive and Air Base Parkway. Metal number tags will be tagged to each tree. The Arborist Report will contain the following tree data:
· Species
· Common name
· DBH (Diameter at 4.5' above soil grade)
· Canopy spread
· Health and structural conditions
· City protected tree status/designation
· Suitability for retention
· Tree Protection Zone

13 · Pertinent arborist comments (pruning, health mitigation, defects) · Tree Location Map
· Summary Report
The City of Fairfield has a Tree Ordinance that requires a permit for removal or trimming of all trees on public property, and several protected species of tree on private property. Kimley-Horn will provide an ISA-certified arborist to inspect and catalogue all trees forecasted to be impacted by the project, and aid in securing all necessary city permits and propose any tree mitigation requirements that are a consequence of the project.

Task 2.3 Deliverables
§ Arborist Report (PDF)
§ Tree Inventory (XLS)
Task 2.4 Geotechnical Studies
Our investigation will include a field exploration program, laboratory testing, preparation of a formal report, and related geotechnical consultation services. We propose the following scope of services:
· Perform a site reconnaissance to review project limits and site logistics, evaluate drill rig access and mark out boring locations in the field for subsequent utility clearance. · Obtain a no-fee encroachment permit from the City of Fairfield. We have assumed no other permits and/or rights-of-entry will required for our field explorations. · Notify subscribing utility companies via Underground Service Alert (USA) a minimum of 48 hours (as required by law) prior to drilling operations.
· Provide basic traffic control measures during drilling operations. We have assumed cones and signage at our immediate work areas will be sufficient and a dedicated traffic control crew will not be required. · Retain the services of a California C-57 licensed driller to drill up to 6 shallow borings with a truck- mounted rig equipped with solid flight augers. We will log the soils encountered in the borings in accordance with the Unified Soil Classification System and collect representative soil samples that will be returned to our laboratory for further examination and testing. Upon completion, we will backfill the borings with compacted soil cuttings. Two of the borings will be subjected to borehole percolation testing as outlined below. Excess soil cuttings (if any) will be spread onsite near each borehole. We have assumed our borings will be situated just outside of the southbound roadway shoulder. · Fit percolation test boreholes with perforated PVC standpipe and backfill with gravel. The holes will then be pre-saturated (filled) with domestic water then subjected to percolation trials wherein the water level in each borehole is recorded at time intervals after filling. Upon the conclusion of testing, the standpipes will be removed, and the boreholes will be topped with compacted soil cuttings. · Perform laboratory tests on selected soil samples to evaluate pertinent geotechnical parameters.

Laboratory testing assignments will be based on the soils conditions encountered in our borings; testing for gradation, plasticity, unconfined compressive strength, R-value and lime stabilization percentage is anticipated.
· Prepare a formal report with the results of our investigation. The report will include (but not be limited to) the following:
o Site vicinity map
o Site plan showing the locations of the exploratory borings o Logs of the exploratory borings, including depth to groundwater (if encountered) o Borehole percolation test results

14 o Laboratory test results
o Anticipated excavation characteristics
o Subgrade preparation and grading recommendations
o Suitability of onsite materials for use as engineered fill and import fill recommendations o Utility trench excavation and backfill recommendations o Wet weather grading considerations
o Pavement recommendations
o Exterior concrete flatwork recommendations
Task 2.4 Deliverables
§ Draft Geotechnical Investigation Report (PDF)
§ Final Geotechnical Investigation Report (PDF)
Task 2.5 Utility Coordination
Task 2.5.1 Preliminary Utility Coordination
Kimley-Horn shall draft letters for the City's use in requesting utility mapping and information request letters for existing utility record plans, as-builts, and system maps. Kimley-Horn will perform one field review to visually confirm mapping provided by utility owners. Existing utility facilities shall be mapped and provided in AutoCAD format to be shown on the final design plans. Kimley-Horn will coordinate with the appropriate utility owners regarding service impacts and possible conflicts. Kimley-Horn will be the City's "Point of Contact" with the utilities and pertinent applications for service. Kimley-Horn will coordinate with PG&E for service tie-ins for street lighting and irrigation.

Task 2.5.2 Final Utility Coordination and Certification Kimley-Horn will perform the following related to final utility coordination:
§ Provide conflict maps for each utility owner. It is assumed that conflicts are limited to overhead electric and communication poles
§ Participate in up to three in person field meetings with utility owners § Request a determination of liability from each owner to identify financial responsibility for relocations § Incorporate utility relocation designs by others and requirements for coordination into the final plans and specifications
§ Provide documentation indicating that known utility conflicts identified during design have been addressed based on information provided by utility owners
§ Draft "Notice to Owner" for the City to sign and send to utilities for relocations as appropriate Utility Agreements and Reports of Investigation are not included in the budget but can be provided for additional fee.

Task 2.5 Deliverables
§ Utility Mapping Request Letters (DOC)
§ Utility Conflict Maps (PDF)
§ Notices to Owner (DOC)
§ Utility Agreements (DOC) (Optional)
§ Reports of Investigation (DOC) (Optional)

15 Preparation of Plans, Specifications and Estimate
Design shall be in accordance with AASHTO and City design Standards. The design and plan sheets shall be developed utilizing AutoCAD/Civil 3D (2024) and reference the City of Fairfield 2021 Standard Details and Caltrans 2025 Standard Plans. Technical specifications shall be based on Caltrans published 2025 Standard Specifications and Standard Special Provisions.

Phase 1 PS&E
Phase 1 PS&E is limited to near-term improvements to accommodate the addition of the new Fire Station 39 driveway as the fourth leg of the Peabody Rd – Dobe Lane intersection. The near-term improvements are defined as the following traffic signal modifications:
§ Add new westbound through-left turn (Phase 4) vehicle movements. (Phase 4 and Phase 8 will operate in east-west split phasing.) No new pedestrian phases are included in Phase 1. § Replacement of the existing Type 1-B pole with new Type 1-B pole adjacent to the new Fire Station 39 driveway. The new Type 1-B pole will include top-mounted 3-vehicle head mounting configuration (replacing existing 2-vehicle head configuration). If required by intersection lighting analysis, a Type 15TS street lighting pole will be used instead of Type 1-B pole. Vehicle loop detection and Emergency Vehicle Preemption (EVP) for the westbound direction (Phase 4).
§ Bicycle loop detection for all existing bicycle lanes. § Installation of new traffic signal vehicle heads on new and existing poles.

Phase 2 PS&E
Phase 2 PS&E is limited to improvements on Peabody Road from Air Base Parkway to Huntington Drive to add two southbound lanes on Peabody Road (between Dobe Lane and Huntington Drive), new bike lanes, median, curb, gutter, sidewalk and landscaping. This will require traffic signal modification including adding new northbound left-turn (Phase 5), removal of near-term Phase 1 poles and replacement with new poles, ADA curb ramp upgrades, and addition of a new east-west crosswalk on the north leg (with new pedestrian signal heads, Type 2 posts, and pedestrian push buttons).

Traffic Signal and Lighting
The traffic signal plans will be prepared at a scale of 1 inch = 20 feet and will include layout of traffic signal poles and equipment, signal controller cabinet, service cabinet, conduit routing, pull boxes, wiring, and population of the pole and equipment schedule for the intersection at Peabody Road & Dobe Lane and Peabody Road & Huntington Dr. Vehicle and bicycle detection is assumed to be inductive loop-based, but can be changed to video detection based on City preferences and comments during the 35% design phase.

At Peabody Road & Dobe Lane, it is assumed that all traffic signal poles will be protected in place, except that all west side poles will be replaced to accommodate new Peabody Road widening. Vehicle traffic movements will be remain from Phase 1 and new Phase 8P pedestrian phase across the northern leg will be added. Rhythm adaptive cameras will be added to Peabody Rd mastarms and auxiliary cabinet with central InSync unit will be added to existing traffic signal cabinet.

At Peabody Road & Huntington Drive, it is assumed that all traffic signal poles will be protected in place. Traffic signal improvements at this location will only include ADA push button upgrades.

16 The traffic signal interconnect plans will also be prepared at a scale of 1 inch = 20 feet and will include layout of conduit routing, pull boxes, fiber-optic cable, and fiber-optic termination panels between existing traffic signal cabinets at Peabody Road at Dobe Lane and Peabody Road at Huntington Drive/Whitney Drive.

The lighting plans will also be prepared at a scale of 1 inch = 20 feet and will include layout of lighting poles, conduit routing, pull boxes, and potential PG&E service connection points for the limits of the road widening (Peabody Road from Huntington Drive/Whitney Drive to Dobe Lane). Placement of new lighting poles will be determined based on photometric analysis.

Landscaping and Irrigation
The landscape planting plans will include layout, species and quantities of proposed street trees as well as planting at medians and bioswales along Peabody Road between Dobe Lane and Huntington Drive. Interstitial planting area between Fire Station and Peabody Road Expansion will be incorporated to tie into newly installed planting and irrigation. Existing trees to remain will be coordinated with project arborist and follow City requirements for tree protection and replacement guidelines.

Irrigation plans will comply with MWELO regulations and include calculations demonstrating compliance. Planting and irrigation details will be coordinated with the City standards to ensure ease of repair and maintenance.

The following plan sheets are anticipated for Phase 2 PS&E deliverables, except as noted:
§ Title Sheet (1)
§ General Notes, Legend and Abbreviations (1)
§ Project Control (1)
§ Demolition Work, tree removal and protection (4)
§ Typical Sections (2)
§ Layout and profile (1"= 20' scale) (6)
§ Construction Details (12)
§ Drainage Plans (1"=50' scale) (4)
§ Drainage Profiles (2)
§ Drainage Details (3)
§ Utility Plans (1"=50' scale) (4)
§ Stormwater Treatment Details (4)
§ Erosion Control Plans (1"=50' scale) (4)
§ Temporary Water Pollution Control Plans (8)
§ Construction Area Signs and Stage Construction Plans (12) § Planting Plans (7)
§ Irrigation Plans and WELO Calculations (6)
§ Planting and Irrigation Details (3)
§ Traffic Signal Schedules –complete conductor schedule (up to 2 sheets) § Traffic Signal Details (up to 2 sheets)
§ Street Lighting Details (up to 1 sheet)
§ InSync Adaptive Details (up to 1 sheet)

17 Task 2.6 Phase 1 95% PS&E
Task 2.6.1 95% Plans
The Kimley-Horn team will meet by phone with the City to review comments on the preliminary design included in this proposal. Based on comments and discussion with the City, Kimley-Horn will prepare 95% Plans, Specifications (technical provisions), and Estimate of probable construction cost (PS&E) documents. For quicker turnaround, traffic modifications are proposed to utilize scanned .pdf plans of the City’s traffic signal record drawings for Peabody Rd – Dobe Lane as the project base.

The following plan sheets are anticipated for Phase 1 PS&E deliverables:
§ Title Sheet with vicinity map, including general and more detailed call out of project location (1 sheet) § General Notes and Legend (1)
§ Traffic Signal Plans and Schedules (2) – including removal plan § Details, if needed (1)
The traffic signal plans will be prepared at a scale of 1 inch = 20 feet and will include layout of traffic signal poles and equipment, signal controller cabinet, service cabinet, conduit routing, pull boxes, wiring, and population of the pole and equipment schedule.

The City had requested AT&T relocate their utility pole (with street light) south of the Fire Station driveway at Dobe Lane during Phase 1 construction, Kimley-Horn will perform the following services as part of the Phase 1 95% Plans to support the City’s utility coordination efforts along with the Fire Station 39 project:

Kimley-Horn will prepare utility coordination exhibit to relocate existing AT&T overhead infrastructure outside of the limits of Phase 1 driveway. It is assumed that City will discuss work directly with AT&T and prepare any necessary coordination agreements. AT&T coordination and review of agreements for Phase 1 is not included in this scope of services.

Kimley-Horn will conduct intersection lighting analysis for installation of Phase 1 street lighting at the intersection for City review prior to preparing the 95% Plans. The intersection lighting analysis will consider the inclusion of new west-side street light poles (either stand-alone or as part of traffic signal poles).

The 95% PS&E documents will be submitted to the City for review and coordination with others.

Task 2.6.2 95% Specs
Kimley-Horn will prepare the project specifications in Caltrans Standard Specifications format, in conformance with the 2025 Caltrans Standard Specifications and City’s Standard Special Provisions. The City will provide boilerplate specifications to be used as a template.

Task 2.6.3 95% Estimate
Kimley-Horn will prepare detailed quantities for individual bid items and construction cost estimates for each submittal. Unit prices will be developed using the Caltrans Construction Cost Database or other sources approved by the City. Estimates will include quantities and costs for each pay item, pertinent supplemental work items and applicable contingencies.

18 Task 2.6 Deliverables
§ Electronic Plans in .pdf format (24”x36”)
§ Specifications in MS-Word format
§ Estimate in MS-Excel format
§ Photometric Analysis Results (.pdf)
Task 2.7 Phase 1 Final PS&E
Task 2.7.1 Final Plans
The Kimley-Horn team will review City comments on the 95% PS&E documents and discuss them by telephone with the City. Kimley-Horn will complete a comment response matrix to track comments and the associated response from Kimley-Horn and ultimate resolution and action. Based on the comments and discussion with the City, Kimley-Horn will advance the construction documents to 100% PS&E design.

Kimley-Horn will submit 100% checkprint plans for City review. It is expected that any comments received from the checkprint will be editorial in nature. Any major design changes at this stage in the project will be considered additional services. Kimley-Horn will incorporate City comments into 100% final bid documents.

Task 2.7.2 Final Specs
Comments received from the City on the 95% PS&E submittal will be reconciled and relevant comments incorporated into the Final PS&E package.

Task 2.7.3 Final Estimate
Kimley-Horn will update the contract quantities and corresponding construction cost estimates for the 95% submittal.

Task 2.7 Deliverables
§ Final Plans in 24”x36” on mylar
§ Final Plans on 11”x17” on bond
§ Final Plans to be provided to City of Fairfield via eTransmit in AutoCAD format § Final Specifications will be provided in electronic and hardcopy formats § Final Estimate of probably construction cost will be provided in electronic and hardcopy format § Plans will be signed and sealed by a State of California registered civil engineer § Start-up timing sheets
Task 2.8 Phase 2 35% Conceptual Plans and Estimate
Task 2.8.1 35% Plans
Kimley-Horn will develop the Design Criteria document to summarize project design criteria, or the City’s review and approval prior to developing the 35% plans. Design criteria changes after the City’s approval of the Design Criteria document shall constitute a basis for an increase in design fees.

The 35% Conceptual Plans will include typical cross sections, layout, limits of earthwork, conceptual stormwater treatment areas with preliminary calculations and preliminary drainage design (layout).

Design for traffic signal and streetlighting improvements will not be included in the 35% submittal.

Task 2.8.2 35% Estimate
The Kimley-Horn team will prepare a preliminary engineer’s estimate based on the 35% plans.

19 Task 2.8 Deliverables
§ Design Criteria Memo
§ 35% Plans (PDF)
§ 35% Engineer’s Estimate (PDF)
Task 2.9 Landscaping Concept Plan
Conceptual landscape plans will be drafted, taking into account surface utilities, existing trees to remain, initial sizing for stormwater/bioswales, ROW adjacencies and crossings. One illustrative plan with sections will be presented to City staff depicting the planting and landscape layout strategy. After review, comments will be incorporated into a single plan to move forward into 65% design.

In coordination with the Arborist, a Draft Tree Disposition Plan will also be drafted to show trees to be removed, trees to remain, and those to be protected during construction.

Task 2.9 Deliverables
§ Landscape Concept Plans (PDF)
§ Draft Tree Disposition Plans
Task 2.10 Drainage Report & Stormwater Control Plan
Kimley-Horn will prepare a Stormwater Control Plan (SWCP) according to the requirements of the Stormwater Control Plan Checklist on page 14 of the Solano Stormwater Alliance Stormwater C.3 Guidebook 2024 ed. Post construction treatment requirements will be assessed and Integrated Management Practice (IMP) measures will be sized and designed. Kimley-Horn will delineate and classify Drainage Management Areas (DMAs) to determine runoff factors and water quality runoff rates. An initial layout to identify collection points and suitable locations, and preliminary sizing calculations will be prepared to support the roadway cross section and frontage layout. Kimley- Horn will determine required design revisions including but not limited to moving collection points and revising DMAs, adjusting curbs, sidewalks, and other surface features to create adequate surface area for the IMPs, reconfiguring the existing conveyance system up to 200’ of proposed pipe, and acquiring Right-of-Way.

Calculations will be finalized and submitted with the 65% design plans.

A Drainage Report will be prepared that includes drainage area mapping exhibits and calculations to support roadway design storm bypass flow of IMPs for up to 6 bioretention areas. Drainage Calculations will also be prepared to support changes to the roadway cross section for up to 10 gutter capacity calculations.

Assumptions:
 IMPs will be sized to provide treatment for all the contributing impervious area within the right-of-way, including existing impervious area.
 Hydromodification will not be required because Union Creek between the project outlet and Suisun Marsh is non-susceptible.
 IMPs will be distributed through the project and located at the back of curb.  IMPS will be unlined, flow-through bioretention facilities due to the presence of Hydrologic Soil Group D soils.
 IMP sizing will use the Contra Costa Clean Water Program's IMP Sizing Calculator.

20  Kimley-Horn will respond to one (1) round of reasonable and ordinary City comments as part of this task. Reasonable and ordinary are comments that are minor and corrective in nature and do not alter the scope of work. As the level of effort associated with this task is difficult to predict, Kimley-Horn assumes up to a maximum of twenty (20) hours will be required.

Task 2.10 Deliverables
§ Draft and Final Stormwater Control Plan (PDF)
§ Draft and Final Drainage Report (PDF)
Task 2.11 Phase 2 65% PS&E
Task 2.11.1 65% Plans
Comments received from the City on the 35% plans and estimate submittal will be reconciled and relevant comments incorporated into the 65% PS&E package.

Traffic Signal and Lighting
Based on the approved roadway geometry, Kimley-Horn will conduct photometric analysis for the project areas to determine location and wattage for Peabody Road street lighting poles and Dobe Lane intersection safety lighting luminaries.
65% plans will include the following sheets:
· Title Sheet (1)
· General Notes, Legend and Abbreviations (1)
· Typical Sections (2)
· Layout and profile (1"= 20' scale) (6)
· Construction Details (4)
· Drainage Plans (1"=50' scale) (4)
· Utility Plans (1"=50' scale) (4)
· Stormwater Treatment Details (4)
· Erosion Control Plans (1"=50' scale) (4)
· Temporary Water Pollution Control Plans (8)
· Construction Area Signs and Stage Construction Plans (12) · Traffic Signal Plans – including removals (up to 2 sheets) · Traffic Signal Schedules – only pole schedule will be completed at this stage (up to 2 sheets) · Street lighting Plan (2 sheets)
· Interconnect Plan (2 sheets)
· InSync Adaptive Camera layouts (1 sheet)
· Landscape Plans
· Tree Disposition Plans and Tree Removal Permit Application Task 2.11.2 65% Specs
Kimley-Horn will prepare a project specifications outline in Caltrans Standard Specifications format, in conformance with the 2025 Caltrans Standard Specifications and City Standard Special Provisions.

21 Task 2.11.3 65% Estimate
Kimley-Horn will prepare detailed quantities for individual bid items and construction cost estimates for each submittal. Unit prices will be developed using the Caltrans Construction Cost Database or other sources approved by the City. Estimates will include quantities and costs for each pay item, any supplemental work items and applicable contingencies.

Task 2.11 Deliverables
§ 65% Plans (PDF)
§ 65% Project Special Provisions Outline (DOC)
§ 65% Engineer’s Estimate (PDF)
§ Responses to 35% Submittal Comments (XLS)
§ Tree Disposition Plans and Tree Removal Permit Application (PDF) Task 2.12 Phase 2 95% PS&E
Task 2.12.1 95% Plans
Comments received from the City on the 65% PS&E submittal will be reconciled and relevant comments incorporated into the 95% PS&E package.

The 95% plans will include the following additional sheets:
· Title Sheet (1)
· General Notes, Legend and Abbreviations (1)
· Project Control (1)
· Demolition Work, tree removal and protection (4)
· Typical Sections (2)
· Layout and profile (1"= 20' scale) (6)
· Construction Details (12)
· Drainage Plans (1"=50' scale) (4)
· Drainage Profiles (2)
· Drainage Details (3)
· Utility Plans (1"=50' scale) (4)
· Stormwater Treatment Details (4)
· Erosion Control Plans (1"=50' scale) (4)
· Temporary Water Pollution Control Plans (8)
· Construction Area Signs and Stage Construction Plans (12) · Planting Plans (7)
· Irrigation Plans and WELO Calculations (6)
· Planting and Irrigation Details (3)
· Traffic Signal Schedules –complete conductor schedule (up to 2 sheets) · Traffic Signal Details (up to 2 sheets)
· Street Lighting Details (up to 1 sheet)
· InSync Adaptive Details (up to 1 sheet)

22 Task 2.12.2 95% Specs
Kimley-Horn will prepare a project specifications in Caltrans Standard Specifications format, in conformance with the 2025 Caltrans Standard Specifications and Standard Special Provisions. The City will provide boilerplate specifications to be used as a template.

Task 2.12.3 95% Estimate
Kimley-Horn will update the contract quantities and corresponding construction cost estimates for the 95% submittal.

Task 2.12 Deliverables
§ 95% Plans (PDF)
§ 95% Project Special Provisions (DOC)
§ 95% Engineer’s Estimate (PDF)
§ Responses to 65% PS&E Comments (XLS)
Task 2.13 Phase 2 Final PS&E
Task 2.13.1 Final Plans
Comments received from the City on the 95% PS&E submittal will be reconciled and relevant comments incorporated into the Final PS&E package.

Task 2.13.2 Final Specs
Comments received from the City on the 95% PS&E submittal will be reconciled and relevant comments incorporated into the Final PS&E package.

Task 2.13.3 Final Estimate
Kimley-Horn will update the contract quantities and corresponding construction cost estimates for the 95% submittal.

Task 2.13 Deliverables
§ Final Plans (22”x34” PDF)
§ Final Project Special Provisions (DOC)
§ Final Engineer’s Estimate (PDF)
§ Responses to 95% PS&E Comments (XLS)
Task 3: Environmental Compliance & Permitting
Task 3.1 Technical Documentation
Task 3.1.1 Air Quality
Kimley-Horn will assess air quality emissions in accordance with the Bay Area Air District’s recommended methodologies set forth in the CEQA Air Quality Handbook. The analysis will be prepared in accordance with the CEQA criteria, standards, and provisions. The following outlines our approach:
 Existing Conditions/Regulatory Framework. The project is located within the San Francisco Bay Area Air Basin, which is under the jurisdiction of the Bay Area Air District. Baseline meteorological and air quality data developed through the California Air Resources Board (CARB) will be utilized for the description of existing

23 ambient air quality. Air quality data from the nearest air quality monitoring station will be included to help highlight existing air quality local to the project area.  Construction Emissions. Kimley-Horn will calculate construction emissions using California Emissions Modeling (CalEEMod) software. Emissions will be calculated based on the project’s scope and assumptions regarding construction equipment and scheduling, and associated vehicle trips. The air pollutant emissions during construction will be compared to the Bay Area Air District thresholds of significance. Construction- related mitigation will be identified as necessary.
 Operational Emissions. Kimley-Horn will qualitatively evaluate mobile source emissions with the assumption that traffic volumes and VMT will not increase.
· Localized Emissions. Kimley-Horn will qualitatively evaluate localized effects and health risk for construction and operations with the assumption that construction would be short term and operations would not increase traffic volumes.
 Odors. Kimley-Horn will provide a qualitative odor analysis from the construction and operation of the proposed project.
 Plan Consistency. Project consistency will be evaluated against the Bay Area’s Air Quality Management Plan (AQMP). Attainment Plan consistency is primarily concerned with the long-term influence of a project on air quality in the Air Basin.

Task 3.1.2 Noise
The noise study will quantify both construction and operational noise levels, as well as construction vibration.

The analysis will examine whether the project noise would generate a substantial temporary or permanent increase in ambient noise levels in the project’s vicinity in excess of applicable standards. The following outlines our approach:
 Existing Conditions and Regulatory Setting. Noise standards regulating noise impacts will be discussed for land uses on and adjacent to the project site. A site visit will be conducted, and noise level measurements will be taken along the project area. The noise monitoring survey will be conducted at up to five separate locations (approximately four short-term measurements and one long-term measurement) to establish baseline noise levels in the project area. Noise recording lengths are for the short-term measurements are anticipated to require approximately 15 minutes at each location and the long-term measurement is anticipated to be approximately 24-hours.
 Construction Noise. The construction noise impacts will be evaluated in terms of maximum levels (Lmax) and hourly equivalent continuous noise levels (Leq) and the frequency of occurrence. Noise impacts from construction sources will be analyzed based on the anticipated equipment, construction phase duration, and typical equipment specifications. The noise analysis will examine whether construction noise would generate a substantial temporary increase in ambient noise levels in the vicinity of the project in excess of City standards.
 Vibration. An analysis of construction vibration impacts will be based on the Federal Transit Administration’s (FTA) vibration analysis guidance. Analysis requirements will be based on the sensitivity of the area, specific construction activities, and Noise Ordinance specifications. The analysis will examine whether the project would generate excessive groundborne vibration or noise.  Mobile Source Noise. Traffic noise will be assessed qualitatively with the assumption that traffic volumes will not increase.

Task 3.1.3 Biology
As a subconsultant to Kimley-Horn, BKF will conduct a database search of the California Department of Fish and Wildlife’s (CDFW) California Natural Diversity Database (CNDDB), the California Native Plant Society (CNPS) Electronic Inventory of Rare and Endangered Vascular Plants of California listings, and the U.S. Fish and Wildlife Service (USFWS) Information for Planning and Consultation online system and Critical Habitat mapper to

24 preliminarily identify any special-status biological resources known to occur within the general vicinity of the project site. This will allow BKF to focus their field investigation on federally and State listed species known to occur within the vicinity of the project site. In addition, BKF will review U.S. Department of Agriculture soil data, historic/current aerial photographs, and U.S. Geological Survey topographic maps to further assess the ecological conditions within the project site. Following the literature review, BKF will systematically survey the project site to document baseline biological conditions and evaluate the site’s potential to support special-status plant and wildlife species. Special-status species refer to those plant and wildlife species that are federally or State listed, proposed, or candidates, plant species that have been designated a California Rare Plant Rank by the California Native Plant Society; species that are designated as Fully Protected; Species of Special Concern, or Watch List species by the California Department of Fish and Wildlife. The field survey will be conducted by a qualified biologist(s) to document the presence/absence of special-status biological resources, or to determine the potential for occurrence of such resources that may not be detectable when the literature review is conducted. Notes will be taken on all plant and wildlife species observed onsite during the field survey. In addition, the location of any special-status plant and wildlife species and vegetation communities will be mapped, if present on-site. Vegetation communities occurring within the project site will be classified in accordance with the vegetation descriptions provided in A Manual of California Vegetation (Sawyer et al. 2009). Data collected during the field survey will provide an overall understanding of the project setting and biological resources potentially occurring in the area.

BKF will then prepare a technical report to summarize the information and results obtained during the literature review and field survey, document all plant, wildlife, and vegetation communities observed, and determine the potential for any special-status species to occur on or within the vicinity of the project site. In addition, the report will provide an analysis of anticipated project-related impacts to biological resources and identify any additional biological surveys, mitigation measures, and/or permit requirements that may be required prior to implementation of the proposed project. Site photographs taken during the field survey and Geographic Information Systems figures will be included in the report to further enhance written text and visually identify specific biological information as it relates to the project site.

Our initial review of the project impact area noted that while this area is heavily developed, there are recent adjacent records for special-status plants (e.g., Contra Costa goldfields) and wildlife (e.g., Swainson’s hawk).

Accordingly, we included a field survey as part of our scope to identify the potential for these special-status species to occur and/or be impacted by the project. This includes surveying a half-mile buffer (where accessible) around the project to identify potential nesting and foraging sites for Swainson’s hawk, as the local CDFW office is sensitive to the presence of this species.

Task 3.1.4 Cultural
The Kimley-Horn team will perform a records search request from the California Historical Resources Information System (CHRIS) at the Northwest Information Center (NWIC) to identify any previously documented archaeological resources in the project area, and the sensitivity for inadvertent discovery. This scope assumes that the City would be responsible for AB52 consultation and the consultation would be summarized in the CEQA document.

Task 3.1.5 Traffic
In accordance with SB 743 requirements, a VMT analysis must be performed for any project that adds capacity to the local or regional roadway network. Appropriate travel demand model will be used to identify any potential VMT impacts. Kimley-Horn will use localized travel demand model adopted by the City to identify potential VMT impacts, and the findings will be summarized and shared with the City. VMT impacts will be based on the net change in regional VMT with the implementation of the project. The following scenarios will be considered for the VMT analysis:
· Horizon Year No Project Conditions
· Horizon Year Plus Project Conditions

25 The results and findings of the VMT analysis will be documented in technical memorandum format with graphics as deemed appropriate by Kimley-Horn. We will prepare and submit an electronic (PDF) copy of the draft report to the City. We will address one set of consolidated, non-conflicting Client comments on the draft memorandum. If the comments require additional analysis or data collection beyond that provided for in this Scope of Services, this work will be considered as an additional service. Any additional comment responses, regardless of origin, will also be considered as an additional service. Kimley-Horn will prepare and submit an electronic (PDF) copy of the final technical memorandum to the City.

Task 3.1.6 Phase I Initial Site Assessment
As a subconsultant to Kimley-Horn, Geocon will assess the site for the potential presence of RECs (i.e., levels of hazardous substances and/or petroleum products warranting regulatory cleanup action) and the uses and conditions at properties and facilities in the site vicinity with the potential to cause (or have caused) an REC at the site. For the purposes of this Phase I ISA, the “vicinity” of the site is defined as properties/facilities within ¼ mile of the site.

The Phase I ISA services will include:
· A reconnaissance of the site to assess for the presence or make visual observations of indicators of the potential presence, of RECs on the site. These indicators may include 55-gallon drums, underground and aboveground storage tanks, chemical containers, waste storage and disposal areas, industrial facilities, discolored surficial soils, electrical transformers that may contain polychlorinated biphenyls, and areas conspicuously absent of vegetation. If access is unavailable to any portions of the site, our ability to complete the assessment described herein may be hindered. Assessment of the site for wetlands, asbestos-containing building materials, lead-containing paint, lead in drinking water, radon, methane gas, and naturally occurring substances such as arsenic and asbestos are not included in the Phase I ISA services.
· Performing a visual survey of adjoining and adjacent properties from the site and from public thoroughfares to observe general types of land use and conditions surrounding the site. · Reviewing the Standard Environmental Records Sources: Federal and State as referenced in ASTM E 1527-21 to obtain information regarding the potential presence of hazardous substances and/or petroleum products on the site or on properties within the approximate minimum search distance specified for each source. reviewing reasonably ascertainable regulatory agency files for the site and documented hazardous substance and/or petroleum product release locations near the site. The sources for these files could include the local department of environmental health, the San Francisco Bay Regional Water Quality Control Board, and the California Department of Toxic Substances Control. · Contacting local public agencies by telephone or in writing to obtain readily ascertainable information regarding permits and violations related to hazardous materials and petroleum products. · Reviewing pertinent and reasonably ascertainable information sources to evaluate physiographic, geologic, and hydrogeologic conditions in the vicinity of the site.

Task 3.1 Deliverables
§ Air Quality Assessment
§ Noise Assessment
§ Biological Report
§ CHRIS Records Search Results
§ VMT Memorandum
§ Phase I ISA

26 Task 3.2 CEQA Documentation
Task 3.2.1 IS/MND
Kimley-Horn will prepare a draft Initial Study document for the Phase 2 work, utilizing the technical studies noted above to include the following sections:
· Introduction. This section will introduce the Initial Study, describe the purpose of the Initial Study and determination for the preparation of the appropriate environmental document and will provide a brief summary of the findings of the updated Initial Study.
· Project Description. The project description will provide a detailed, yet concise, description of the proposed project. Any discretionary actions needed to implement the project will be identified. The project description will also include an environmental setting component to detail the baseline physical setting and characteristics of the project site, as well as the setting and character of adjacent land uses and the surrounding area.
· Environmental Analysis. This section will provide an expanded discussion of the environmental issues as presented in the City’s Environmental Initial Study checklist. Each checklist question will be presented and discussed. The initial study and environmental checklist will include the following 20 environmental issue areas included in the CEQA Guidelines Environmental Checklist:

I. Aesthetics
II. Agricultural and Forest Resources
III. Air Quality
IV. Biological Resources
V. Cultural Resources
VI. Energy
VII. Geology and Soils
VIII. Greenhouse Gas Emissions
IX. Hazards and Hazardous Materials
X. Hydrology and Water Quality
XI. Land Use and Planning
XII. Mineral Resources
XIII. Noise
XIV. Population and Housing
XV. Public Services
XVI. Recreation
XVII. Tribal Cultural Resources
XVIII.Transportation/Traffic
XIX. Utilities and Service Systems
XX. Wildfire
· Mandatory Findings of Significance. This section of the document will provide a discussion of the project’s impacts, as they relate to the mandatory findings of significance under CEQA. Similar to the discussion in the Environmental Analysis section, a response will be presented for each of the

27 Mandatory Findings of Significance questions, as found in the Initial Study Checklist. Any mitigation measures developed to reduce adverse impacts will also be identified. · Appendix. Technical Studies prepared for the project will be included as an appendix to the document.

Once the Administrative Draft Initial Study is completed, it will be presented to the City for review and comment.

Kimley-Horn will review the findings with the City to validate the direction of environmental document to be prepared (Mitigated Negative Declaration is anticipated).

Kimley-Horn will prepare a 2nd Administrative Draft IS/MND in response to one consolidated set of comments from the City on the Administrative Draft Initial Study.

Kimley-Horn will prepare a Public Review Draft IS/MND in response to one consolidated set of comments from the City and one consolidated set of comments from the Client on the 2nd Draft IS/MND.

Kimley-Horn will upload the IS/MND to CEQAnet and file the IS/MND with the County Clerk, on behalf of the City.

Kimley-Horn will draft the Notice of Completion (NOC) and Notice of Intent to Adopt a Negative Declaration or Mitigated Negative Declaration (NOI), for posting with the IS/MND. This scope assumes all fees will be paid by the City. Kimley-Horn will print up to three hard copies of the IS/MND, for delivery to the City. This scope assumes the City would distribute the hard copies of the IS/MND, as appropriate.

Task 3.2.2 Response to Comments/MMRP
Kimley-Horn will prepare and submit a first draft Mitigation Monitoring and Reporting Program (MMRP) to the City with the 2nd Administrative Draft IS/MND. In response to one consolidated set of comments from the City on the First Draft MMRP, Kimley-Horn will also prepare and submit a Second Draft MMRP to the City.

In response to comments received from the public during circulation, Kimley-Horn will prepare a Final IS/MND.

Kimley-Horn will prepare draft responses to comments received on the IS/MND, for City review. This task includes revisions to the Final MND in response to one round of City comments. This scope assumes up to 50 hours of Kimley-Horn staff time for this task. It is assumed that the City will file and post the Notice of Determination.

Task 3.2.3 Environmental Meetings and Coordination
The Kimley-Horn team will participate in monthly meeting with the Client virtually, and coordinate with the Client as needed throughout the CEQA process via emails and calls. Kimley-Horn will maintain a project schedule for the tasks outlined in Task 3, including monthly updates, as appropriate. This task includes up to 60 hours of Kimley-Horn staff time. The level of effort in this task is an estimate and the Client will be billed the actual cost to complete the task. Any additional work over the agreed upon amount will required prior approval from the Client prior to initiating work efforts.

Task 3.2.4 Permitting
Our initial review of the project did not identify any potential waters of the US or waters of the State or protected wetlands that would be impacted. Accordingly, we do not anticipate any permitting for impacts to drainages or wetlands as a component of the project. At this time we do not anticipate impacts to special-status species.

However, our biological resources assessment will identify any potentially jurisdictional features and the potential for special-status species to occur. In lieu of that information and based on our desktop assessment indicating no need for environmental permitting, we do not include scope or cost for this task in this proposal.

Task 3.2 Deliverables
§ Administrative Draft IS/MND, Screencheck Draft IS/MND, Public Draft IS/MND and Final IS/MND § MMRP
§ Notice of Completion

28 § Notice of Intent to Adopt a Negative Declaration
Task 4: Right-of-Way & Surveying
Task 4.1 Topographic Survey
Survey Control
UNICO will utilize agency approved North American Datum (NAD83) and North American Vertical Datum (NAVD88) benchmarks as the basis of our work and will set durable control points throughout the project for utilization of surveys and future construction control. UNICO will prepare a control report of all major control points used for the project.

Topographic Surveying and Mapping
UNICO will provide hi-resolution orthorectified imagery of the full project corridor scaled to the ground control as a design and visual aid, mainly for 2D planimetric and striping purposes. The limits of the imagery will cover the full intersection of Peabody Road and Air Base Parkway and continue northerly along Peabody Road to a point approximately 50 feet beyond Markeley Lane at the width as provided by design team.

UNICO will perform design topographic surveys at full street width along Peabody Road from a point approximately 60 feet north of Huntington Drive to a point approximately 100 feet south of Dobe Lane at which UNICO will then perform design topographic surveys at the westerly half street width of Peabody Road to a point approximately 100 feet north of Air Base Parkway. UNICO will locate visible street intersection improvements such as walks, curbs, gutters, curb ramps, striping, edges of pavement, signs, fences, walls, driveways and AC slopes. UNICO will also locate all visible utilities such as utility poles, signals, manholes, valves, boxes, vaults, drain inlets, trees (size and drip circle), and other relevant features critical to design. Road cross-sections will be located at 25’ intervals or closer, including all curve points, grade breaks and change in directions, roadway pavement shots will be located at 5’, 10’, 15’ and 20 feet from the face of curb and open field locations will be shot at 5’, 10’, 15’ and 20 from edge of pavement. UNICO will locate ground features, drainage, trees and visible utilities along the reconnection alignment at sufficient width for roadway design. Measure downs to relevant sewer and drain structures will be performed to include depth, approximate size and flow direction. Special attention to conforms, driveways, ADA access and ADA curb ramps will be given. UNICO will locate all pre-marked USA markings (by others) and any Geotech potholes. UNICO will map all topographic features in AutoCAD format to include 1’ contours and 3D surface.

Task 4.1 Deliverables
§ Survey Control Table (PDF)
§ Survey Control Sheet (PDF)
§ Topographic AutoCAD Base File (DWG)
§ Orthorectified Imagery
§ Points Files (XLS)
Task 4.2 Right-of-Way Surveying and Mapping
UNICO will research records of surveys, subdivision maps, parcel maps, highway maps, corner record cards and deed documents for the determination of the existing right of way and parcel boundaries along the project corridor.

UNICO will perform field surveying of record right of way and property monuments to resolve the right of way and parcel boundaries. UNICO will resolve the boundaries from record and field information and create an overall boundary base map. UNICO will purchase four (6) title reports for properties that may be impacted by the project to best determine rights of way, easements and other boundary constraints. UNICO will prepare a right of way and boundary LANDNET base file showing all right of way, easements, ownership details, and Parcel Identification

29 APN’s. All monuments that are found within the project footprint, will be located and shown on base file for future monument perpetuation activities during the construction phase.

Task 4.2 Deliverables
§ LANDNET AutoCAD Base File (DWG)
§ Maps and Deeds (PDF)
§ Points Files (XLS)
§ Title Reports (XLS)
Task 4.3 Right-of-Way Engineering
Pre-Construction Record of Survey (Monument Preservation) UNICO will prepare a Pre-Construction Record of Survey base on a prepared LANDET base mapping depicting the survey methods and procedures. The Pre-Construction Record of Survey will also fulfill the Monument Preservation requirement and facilitate future acquisitions Acquisition Support
Upon determination of right of way acquisition needs, UNICO will prepare plats and legal descriptions as needed for the project. Plats and legal descriptions will be prepared as needed for right of way acquisition, easements and temporary construction easements (TCE). UNICO will prepare preliminary plats and legal descriptions for agency review. Upon approval, UNICO will prepare final signed and stamped plats and legal descriptions. The exact amount and locations will be determined during design and project needs. For this proposal, UNICO will assume the preparation of six (6) plats and legal descriptions as needed for the project.

Task 4.3 Deliverables
§ Pre-Construction Record of Survey (PDF)
§ Plats and Legal Descriptions (PDF)
Task 4.4 Appraisals and Acquisitions
Associated Right of Way Services, Inc. (AR/WS) will provide right of way services for impacts to the subject properties:

NO APN OWNER ADDRESS
1 0170-032-290 LBM PARTNERSHIP LP 2455 Huntington Drive 2 0170-032-200 QUIK STOP MARKETS INC 2985 Peabody Road
Right-of-Way Project Management and Consulting
· Establish work process with Client and schedule, manage and coordinate all real estate functions. · On-going consultation, meetings and recurring project management duties. · Coordinate with Client, City, appraiser, property acquisition agent, and if necessary, legal counsel. · Assistance with analyzing various courses of action. Work with Client and City to resolve problems and recommend solutions.
· Contract management, budget monitoring and control, and project reporting. · Monitor compliance with applicable state laws, regulations, and guidelines.

30 · Maintain accurate records. Monitor work plan and workflow. · Order title reports for the above subject properties and coordinate with title company.

Appraisal
· The City of Fairfield is an Intended User.
· Appraisals are to be provided to Client and City staff as directed. · Appraisals to be prepared in accordance with California Eminent Domain Law; California Government Code Section 7260 et seq.; and Uniform Standards of Professional Appraisal Practice requirements, except as jurisdictionally exempt.
· The owner or a designated representative will be invited by the appraiser to accompany him/her during the inspection of the property.
· Appraisals to be prepared in an Appraisal Report format in accordance with Uniform Standards of Professional Appraisal Practice, Standard Rule 2-2.
· The appraisal reports will commence upon receipt of Client’s written authorization to proceed, adequate appraisal maps, preliminary title reports, and design plans. · Appraisals are for the “Fair Market Value” of the properties as per California Code of Civil Procedure, Section 1263.320.
· The appraiser will issue the necessary public acquisition informational brochure to all owners. · In accordance with the California Code of Civil Procedure Section 1263.330, the market value of the property acquired will not include consideration of any increase or decrease in the value of the property that is attributable to any of the following:
o The project for which the property is taken;
o The eminent domain proceeding in which the property is taken; o Any preliminary actions of the acquiring authority relating to the taking of the property. · If revisions are made to the property or assignment requirements during the appraisal process or upon completion of the report, appraisal time to address these revisions will be billed on an hourly basis in accordance with the AR/WS Fee Schedule. (Optional Service) Negotiation/Acquisition
· AR/WS to prepare acquisition documents. Said documents include, but are not limited to: offer letter, appraisal summary statement and summary of the basis for just compensation, summary statement pertaining to the acquisition of real property or an interest therein, purchase agreement, deed, and public acquisition brochure. It is assumed that easement deed language will be provided by the Client or City.

AR/WS will initiate and maintain individual acquisition files. All acquisition documents to receive City’s written approval as to form prior to use in the field.
· AR/WS will present approved written offer to the property owners. · AR/WS will negotiate to acquire partial acquisitions, including potential temporary construction easements, identified by the Client or City. We are assuming there will be negotiations with up to 3 property owners and no lessees.
· All discussions for the acquisition of property or an interest therein will be directed to result in the payment of just compensation.
· If settlement with owners is reached pursuant to the City approved appraisal or City approved administrative settlement, AR/WS will prepare a Memorandum of Settlement for transmittal to City, reviewing the issues. This memorandum will require City written approval before implementation of any settlement agreement.

31 · AR/WS will make every reasonable effort to acquire property on behalf of the City expeditiously through agreement with its owner and to avoid litigation. This may necessitate greater levels of effort in the negotiations phase and, where appropriate, should continue after eminent domain has been initiated. City will provide ongoing feedback to AR/WS as to authorization for settlements. · AR/WS will establish a process of coordinating escrow closings and reviewing escrow instructions.

Where there are escrow closings, preparation of escrow instructions will be completed by title company.

Approval of conditions of title and escrow instructions, including but not limited to, “subject to” title exceptions, will be done by City.
· If agreement with all owners cannot be reached, AR/WS will advise City that negotiations have reached an impasse. The City will consider scheduling of an action in eminent domain including the required public necessity hearing.

Task 4.4 Deliverables
§ Preliminary Reports or Condition of Title Guarantees prepared by a title company (PDF) § Draft Notice of Decision to Appraise for Client review and approval (DOC) § Appraisal Reports (PDF)
§ Draft Acquisition Documents for Approval (DOC)
§ Memorandum of Settlement and Signed Agreement (upon settlement.) (PDF) § Notice that negotiations have reached an impasse (if needed.) (PDF) Task 5: Bid Support
Task 5.1 Phase 1 Pre-Bid Meeting
Kimley-Horn shall attend the virtual pre-bid meeting (if deemed necessary by the City).

Task 5.2 Phase 1 Bid Support
Kimley-Horn shall respond to questions concerning the plans, specifications & estimates prior to bid opening, and prepare up to one addenda, if required.

Kimley-Horn shall review construction bids received and make recommendation to the City for award of a construction contract. Kimley-Horn will tabulate the bids received and evaluate general compliance of bids with the bidding documents. Kimley-Horn will provide a summary of this tabulation and evaluation.

Task 6: Construction Support
Kimley-Horn will provide limited construction phase services as specifically set forth below.

Task 6.1 Phase 1 - Construction Meetings
Kimley-Horn will attend a Pre-Construction Conference to be conducted by the City before the start of construction.

Kimley-Horn will attend up to 3 virtual construction meetings , to be led by the Construction Manager, to respond to questions concerning the plans, specifications, and estimates.

Task 6.2 Phase 1 - Site Visits
Kimley-Horn will make up to 1 visit to the project at the request of the City in response to questions arising from the progress of the work. Kimley-Horn will not supervise, direct, or control Contractor's work, and will not have authority to stop the Work or responsibility for the means, methods, techniques, equipment choice and use,

32 schedules, or procedures of construction selected by Contractor, for safety programs incident to Contractor's work, or for failure of Contractor to comply with laws. Kimley-Horn does not guarantee Contractor’s performance and has no responsibility for Contractor's failure to perform in accordance with the Contract Documents.

Kimley-Horn is not responsible for any duties assigned to it in the construction contract that are not expressly provided for in this Agreement.

Kimley-Horn shall participate in the final walk through of the constructed project and assist in the preparation of a punch list of items in need of work. The City or Resident Engineer will verify punch list items are completed by the Contractor.

Task 6.3 Phase 1 - Review Submittals
City will review all submittals for Phase 1.

Task 6.4 Phase 1 - Respond to RFls
Kimley-Horn will respond to up to 2 Contractor requests for information made in accordance with the Contract Documents and issue necessary clarifications and interpretations. Any orders authorizing variations from the Contract Documents will be made only by Client.

Task 6.5 Phase 1 - Prepare CCOs
The Kimley-Horn team may recommend Change Orders to the Client and will review and make recommendations related to Change Orders submitted or proposed by the Contractor. One change order, impacting one page of the project plans is included in this scope of work.

RFIs, change orders, or construction support exceeding the stated limits shall be considered Additional Services.

Preparation of record drawings (based on Contractor’s as-built drawings) is not included in this scope of services.

It is assumed that Contractor’s as-built drawings will be incorporated into base for Phase 2.

Task 6 Deliverables
§ Responses to RFIs (PDFs)
§ CCOs (22”x34” PDFs)

4 Revised 1/09/2025
EXHIBIT “B”

PAYMENT

1) For and in consideration of CONSULTANT's Services, CITY agrees to pay CONSULTANT for actual fees, costs and expenses for all time and materials expended and in no event shall total compensation under this AGREEMENT exceed ONE MILLION ONE HUNDRED SEVENTY-EIGHT THOUSAND, TWO HUNDRED THIRTY-TWO DOLLARS ($1,178,232) without CITY authorization. 2) Payment shall be made to CONSULTANT in accordance with the CONSULTANT's price proposal accepted by the City. CONSULTANT shall submit, and CITY shall pay monthly invoices for work performed during the previous month. For the time and material services billing shall be based on the hourly and fee rate charges set forth in Exhibit “B” attached hereto, and on the number of hours expended on the PROJECT by each classification of employee.
3) Extra work performed by the CONSULTANT for any work required by the CITY which is not specified as part of Exhibit “A” including but not limited to, any changes to CONSULTANT's Services including but not limited to contract change orders after the award of the construction contract by the City Council, or testimony in Court, shall be compensated by the use of the time and material fee rates of the attached Exhibit “B”. No extra work will be compensated for unless required by CITY in writing. 4) CONSULTANT shall submit invoices to CITY, Attention: [email protected] and CITY shall pay CONSULTANT within 30 days of receiving a proper invoice. CONSULTANT shall notify the CITY in writing when the CONSULTANT's invoices total billing is within 25% of the total authorized amount.

Category/Title
Billing Rate $380 $375 $345 $280 $250 $210 $190 $175 $160 Task 1 Project Management & Coordination 12 16 136 4 40 76 40 324 $ 90,960 $ - $ - $ - $ - $ - $ 90,960

1.1 Administration & Quality Control 12 80 68 40 200 $ 52,840 $ 52,840

1.2 Kickoff Meeting 8 8 4 20 $ 6,880 $ 6,880

1.3 City Coordination and Project Review Meetings 8 48 40 8 104 $ 31,240 $ 31,240 Task 2 Design 18 72 229 542 723 856 966 103 3,509 $ 748,345 $ - $ 22,715 $ - $ 3,000 $ - $ 774,060

2.1 Public Outreach and Stakeholder Coordination 12 18 4 36 20 27 117 $ 24,140 $ 24,140

2.2 Review of Background Documents 6 8 4 18 $ 4,910 $ 4,910

2.3 Site Investigations 16 15 18 22 27 16 114 $ 28,225 $ 28,225

2.3.1 Arborist Tree Inventory $ - $ 3,000 $ 3,000

2.4 Geotechnical Studies 2 4 6 $ 1,690 $ 22,715 $ 24,405

2.5 Utility Coordination 40 106 62 208 $ 52,080 $ - $ - $ - $ - $ - $ 52,080 Preliminary Utility Coordination 6 12 18 $ 3,780 $ 3,780 Final Utility Coordination and Certification 40 100 50 190 $ 48,300 $ 48,300

2.6 Phase 1 95% PS&E 1 13 4 56 52 126 $ 27,495 $ - $ - $ - $ - $ - $ 27,495 95% Plans 1 4 1 20 40 66 $ 13,425 $ 13,425 Preliminary Utility Exhibit (for City coordination with AT&T) 2 2 8 12 $ 3,120 $ 3,120 Phase 1 Intersection Lighting Analysis 1 4 4 9 $ 1,915 $ 1,915 95% Specs 4 16 20 $ 4,860 $ 4,860 95% Estimate 2 1 8 8 19 $ 4,175 $ 4,175

2.7 Phase 1 Final PS&E 1 10 3 20 16 50 $ 12,165 $ - $ - $ - $ - $ - $ 12,165 Final Plans 1 4 1 8 12 26 $ 6,005 $ 6,005 Final Specs 2 1 8 11 $ 2,775 $ 2,775 Final Estimate 4 1 4 4 13 $ 3,385 $ 3,385

2.8 Phase 2 35% Conceptual Plans and Estimate 11 34 44 44 96 8 237 $ 47,975 $ - $ - $ - $ - $ - $ 47,975 35% Plans 10 30 40 44 88 8 220 $ 44,390 $ 44,390 35% Estimate 1 4 4 8 17 $ 3,585 $ 3,585

2.9 Landscaping Concept Plan 12 4 30 10 56 $ 12,590 $ 12,590

2.10 Drainage Report & Stormwater Control Plan 5 8 95 55 142 305 $ 66,915 $ 66,915

2.11 Phase 2 65% PS&E 10 35 74 168 219 307 20 833 $ 168,140 $ - $ - $ - $ - $ - $ 168,140 65% Plans 4 26 48 138 206 287 20 729 $ 144,015 $ 144,015 65% Specs 4 7 24 20 5 60 $ 15,065 $ 15,065 65% Estimate 2 2 2 10 8 20 44 $ 9,060 $ 9,060

2.12 Phase 2 95% PS&E 16 8 46 123 174 243 325 30 965 $ 200,085 $ - $ - $ - $ - $ - $ 200,085 95% Plans 16 4 37 91 152 237 295 30 862 $ 176,470 $ 176,470 95% Specs 2 7 30 12 4 55 $ 13,945 $ 13,945 95% Estimate 2 2 2 10 2 30 48 $ 9,670 $ 9,670

2.13 Phase 2 Final PS&E 10 35 58 176 53 124 18 474 $ 101,935 $ - $ - $ - $ - $ - $ 101,935 Final Plans 4 30 48 166 50 112 18 428 $ 90,690 $ 90,690 Final Specs 4 3 8 4 2 4 25 $ 6,455 $ 6,455 Final Estimate 2 2 2 6 1 8 21 $ 4,790 $ 4,790 Task 3 Environmental Compliance & Permitting 8 23 39 82 144 100 114 15 525 $ 129,365 $ - $ 6,500 $ 7,550 $ - $ - $ 143,415

3.1 Technical Documentation 14 17 8 43 114 15 211 $ 48,390 $ - $ 6,500 $ 7,550 $ - $ - $ 62,440 Air Quality 6 4 12 30 52 $ 12,070 $ 12,070 Noise 6 4 8 30 15 63 $ 13,695 $ 13,695 Biology 9 9 $ 2,250 $ 7,550 $ 9,800 Cultural 2 8 24 34 $ 7,250 $ 7,250 Traffic 2 15 30 47 $ 11,625 $ 11,625 Phase I Initial Site Assessment 6 6 $ 1,500 $ 6,500 $ 8,000

3.2 CEQA Documentation 8 9 16 40 65 100 238 $ 60,385 $ - $ - $ - $ - $ - $ 60,385 IS/MND 8 9 8 30 50 80 185 $ 46,875 $ 46,875 Response to Comments/MMRP 8 10 15 20 53 $ 13,510 $ 13,510

3.3 Environmental Meetings and Coordination 4 30 34 68 $ 18,280 $ 18,280

3.4 Permitting 2 4 2 8 $ 2,310 $ 2,310 Task 4 Right-of-Way & Surveying 18 46 45 12 121 $ 28,360 $ 50,000 $ - $ - $ - $ 54,271 $ 132,631

4.1 Topographic Survey 6 12 18 $ 3,600 $ 28,980 $ 32,580

4.2 Right of Way Surveying and Mapping 2 8 27 37 $ 7,820 $ 7,300 $ 15,120

4.3 Right of Way Engineering 6 12 18 $ 5,070 $ 17,991 $ 23,061

4.4 Appraisals and Acquisitions 10 20 18 48 $ 11,870 $ 50,000 $ 61,870 Task 5 Bid Support 4 4 8 16 $ 4,560 $ - $ - $ - $ - $ - $ 4,560

5.1 Phase 1 Pre-Bid Meeting 2 2 2 6 $ 1,860 $ 1,860

5.2 Phase 1 Bid Support 2 2 6 10 $ 2,700 $ 2,700

5.3 Phase 2 Pre-Bid meeting $ - $ -

5.4 Phase 2 Bid Support $ - $ - Task 6 Construction Support 2 10 4 34 24 74 $ 17,230 $ - $ - $ - $ - $ - $ 17,230

6.1 Phase 1 - Construction Meetings 1 2 6 9 $ 2,325 $ 2,325

6.2 Phase 1 - Site Visits 4 8 12 $ 3,180 $ 3,180

6.3 Phase 1 - Review Submittals 1 4 5 $ 1,215 $ 1,215

6.4 Phase 1 - Respond to RFls 2 8 8 18 $ 3,830 $ 3,830

6.5 Phase 1 - Prepare CCOs 2 2 2 8 16 30 $ 6,680 $ 6,680

6.6 Phase 1 - Record Drawings $ - $ -

6.6 Phase 2 - Construction Meetings $ - $ -

6.7 Phase 2 - Site Visits $ - $ -

6.8 Phase 2 - Review Submittals $ - $ -

6.9 Phase 2 - Respond to RFls $ - $ -

6.10 Phase 2 - Prepare CCOs $ - $ -

6.11 Phase 2 - Record Drawings $ - $ - TOTAL HOURS 40 125 430 86 772 941 1,015 1,017 143 4,569 Subtotal Labor: $15,200 $46,875 $148,350 $24,080 $193,000 $197,610 $192,850 $177,975 $22,880 $ 1,018,820 $ 50,000 $ 29,215 $ 7,550 $ 3,000 $ 54,271 $ 1,162,856 Other Direct Costs $ 15,376 $ - $ - $ - $ - $ - $ 15,376 Labor Escalation $ 15,006 $ 15,006 Travel/Mileage/Outside Printing/Courier Services/Etc. $ 370 $ 370 TOTAL COST: $ 1,034,196 $ 50,000 $ 29,215 $ 7,550 $ 3,000 $ 54,271 $ 1,178,232 BR00PUSTD.A.CAT
Kimley-Horn and Associates, Inc.

Sr.

Professional I
Support
Staff
Sr.

Professional II
Sr.

Professional II Kimley-Horn
Total Cost
Kimley-Horn
Total Hours
ARWS
Total Cost
Subconsultants
Note: The cost shown herein represents an estimate based on the anticipated scope of work, level of effort, and assumed labor categories and rates. The labor categories shown are for estimating purposes only. The categories and rates presented are not intended to represent all personnel or billing rates, and actual staff and billing rates may vary from those shown. All work will be performed in accordance with the contract terms and will not exceed the agreed upon not-to-exceed amount.

CITY OF FAIRFIELD
Peabody Road Widening - Air Base Parkway to Huntington Drive Project (#CPW070103) Total
Project
Cost
Unico
Total Cost
SBCA
Total Cost
MNS
Total Cost
Geocon
Total Cost
Sr.

Professional I Professional Analyst II Analyst II Analyst I

5 Revised 1/09/2025
EXHIBIT “C”

GENERAL PROVISIONS
1) INDEPENDENT CONSULTANT. At all times during the term of this Agreement, CONSULTANT shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONSULTANT only insofar as the results of CONSULTANT's services rendered pursuant t o this Agreement; however, CITY shall not have the right to control the means by which CONSULTANT accomplishes services rendered pursuant to this Agreement. 2) LICENSES; PERMITS; ETC. CONSULTANT represents and warrants to CITY that CONSULTANT has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required for CONSULTANT to practice CONSULTANT's profession. CONSULTANT represents and warrants to CITY that CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any licenses, permits, and approvals which are legally required for CONSULTANT to practice his profession.
3) TIME. CONSULTANT shall devote such services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONSULTANT's obligations pursuant to this Agreement. CONSULTANT shall adhere to the Schedule of Activities as described in t heir Executive Summary.
4) CONSULTANT NOT AN AGENT. Except as CITY may specify in writing, CONSULTANT shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent.

CONSULTANT shall have no authority, express or implied, pursuant to this Agreement, to bind CITY to any obligation whatsoever.
5) ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect.
6) PERSONNEL. CONSULTANT shall assign only competent personnel to perform services pursuant to this Agreement. In the event that CITY, in its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by CONS ULTANT to perform services pursuant to this Agreement, CONSULTANT shall remove any such person immediately upon receiving notice from CITY of the desire of CITY for the removal of such person or persons. 7) STANDARD OF PERFORMANCE. CONSULTANT shall perform all services required pursuant to this Agreement. Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged in the geographical area in which CONSULTANT practices his profession. All products which CONSULTANT delivers to CITY pursuant to this Agreement shall be prepared in a workmanlike manner, and conform to the standards of quality normally observed by a person practicing in CONSULTANT's profession. CITY shall be the sole judge as to whether the product of the CONSULTANT is satisfactory.
8) CANCELLATION OF AGREEMENT. This Agreement may be canceled at any time by the CITY at its discretion upon written notification to CONSULTANT. CONSULTANT is entitled to receive full payment for all services performed and all costs incurred up to and including the date of receipt of written notice

6 Revised 1/09/2025
to cease work on the project. CONSULTANT shall be entitled to no further compensation for work performed after the date of receipt of written notice to cease work. All completed and incomplete products up to the date of receipt of written notice to cease work shall become the property of CITY. 9) PRODUCTS OF CONSULTING. All products of the CONSULTANT provided under this Agreement shall be the property of the CITY.
10) INDEMNIFY AND HOLD HARMLESS.
a) If AGREEMENT is an agreement for design professional services subject to California Civil Code § 2782.8(a) and CONSULTANT is a design professional, as defined in California Civil Code § 2782.8(c)(2), to the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY and its elected officials, officers, agents, employees and designated volunteers (collectively “CITY Indemnitees”) from and against any and all claims, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s duty to defend shall consist of reimbursement of defense costs incurred by CITY in direct proportion to the CONSULTANT’s proportionate percentage of fault. CONSULTANT’s percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the CONSULTANT’s percentage of fault, the parties agree to mediation with a third party neutral to determine the CONSULTANT’s proportionate percentage of fault for purposes of dete rmining the amount of indemnity and defense cost reimbursement owed to the CITY.
b) If AGREEMENT is not an agreement for design professional services subject to California Civil Code § 2782.8(a) or CONSULTANT is not a design professional as defined in California Civil Code § 2782.8(c)(2), to the fullest extent allowed by law, CONSULTANT shall indemnify, defend, and hold harmless the CITY Indemnitees from all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra -hazardous activities, activities giving rise to strict liability, or defects in design by CONSULTANT or any person directly or indirectly employed by or acting as agent for CONSULTANT in the pe rformance of this Agreement, including the concurrent or successive passive negligence of the CITY Indemnitees.

It is understood that the duty of CONSULTANT to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.

Acceptance of insurance certificates and endorsements required under this Agreement does not relieve CONSULTANT from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.

CONSULTANT’S responsibility for such defense and indemnity shall survive termination or completion of this agreement for the full period of time allowed by law. 11) PROHIBITED INTERESTS. No employee of the CITY shall have any direct financial interest in this agreement. This agreement shall be voidable at the option of the CITY if this provision is violated.

7 Revised 1/09/2025
12) LOCAL EMPLOYMENT POLICY . The CITY desires wherever possible, to hire qualified local residents to work on city projects. Local resident is defined as a person who resides in Solano County.

The CITY encourages an active affirmative action program on the part of its contractors, consultants, and developers. When local projects require, subcontractors, contractors, consultants and developers will solicit proposals from qualified local firms where possible.

As a way of responding to the provisions of the Davis -Bacon Act and this program, contractor, consultants, and developers will be asked, to provide no more frequently than monthly, a report which lists the employee's name, job class, hours worked, salary paid, city of residence, and ethnic origin. 13) CONSULTANT NOT A PUBLIC OFFICIAL. CONSULTANT is not a "public official" for purposes of Government Code §§ 87200 et seq. CONSULTANT conducts research and arrives at his or her conclusions, advice, recommendation, or counsel independent of the control and direction of the CITY or any CI TY official, other than normal contract monitoring. In addition, CONSULTANT possesses no authority with respect to any CITY decision beyond these conclusions, advice, recommendation, or counsel. 14) EMPLOYMENT DEVELOPMENT DEPARTMENT REPORTING REQUIREMENTS . When the CITY executes an agreement for or makes payment to CONSULTANT in the amount of $600 (six hundred dollars) or more in any one calendar year, CONSULTANT shall provide the following information to CITY to comply with Employment Development Department (EDD) reporting requirements:
a) Whether CONSULTANT is doing business as a sole proprietorship, partnership, limited liability partnership, corporation, limited liability corporation, non -profit corporation or other form of organization.
b) If CONSULTANT is doing business as a sole proprietorship, CONSULTANT shall provide the full name, address and social security number of the sole proprietor. c) If CONSULTANT is doing business as other than a sole proprietorship, CONSULTANT shall provide CONSULTANT’S federal tax identification number.

8 Revised 1/09/2025
EXHIBIT “D”

INSURANCE REQUIREMENTS
CONSULTANT shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, or employees. 1) MINIMUM SCOPE AND LIMITS OF INSURANCE
a) Commercial General Liability coverage (occurrence Form CG 00 01) with minimum limits of $1,000,000 per occurrence for bodily injury, personal injury, products and completed operations, and property damage. If Commercial General Liability or other form wit h a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
b) Automobile Liability coverage (Form CA 00 01 with Code 1 – any auto) with minimum limits of $1,000,000 per accident for bodily injury and property damage. c) Workers’ Compensation insurance as required by the State of California and Employers’ Liability insurance, each in the amount of $1,000,000 per accident for bodily injury or disease. 2) INDUSTRY SPECIFIC COVERAGES
If checked below, the following insurance is also required.

Professional Liability Insurance / Errors and Omissions Liability in the minimum amount of $1,000,000 per occurrence.

Pollution Liability Insurance in the minimum amount of $1,000,000 per occurrence Garage Keepers Insurance in the minimum amount of $1,000,000 per occurrence Fidelity / Crime / Dishonesty Bond in the minimum amount of $____________ MCS-90 Endorsement to Business Automobile insurance for transportation of hazardous materials and pollutants
Builder’s Risk / Course of Construction Insurance in the minimum amount of $__________.

3) INSURANCE PROVISIONS
a) DEDUCTIBLES AND SELF-INSURED RETENTIONS. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials, employees and volunteers; or the CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. b) The general and automobile liability policies (and if applicable, pollution liability, garage keepers X

9 Revised 1/09/2025
liability and builder’s risk policies) are to contain, or be endorsed to contain, the following provisions:
i) The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the CONSULTANT; products and completed operations of the CONSULTANT; premises o wned, occupied or used by the CONSULTANT; and automobiles owned, leased, hired or borrowed by the CONSULTANT. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees or volunteers. ii) For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the CITY, its officers, officials, employees or volunteers shall be in excess of the CONSULTANT’S insurance and shall not contribute with it. iii) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers.
iv) The CONSULTANT’S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. v) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the CITY.
vi) The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce the CONSULTANT’S policy limits of coverage.

Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater. c) ACCEPTABILITY OF INSURER. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY.

VERIFICATION OF COVERAGE. CONSULTANT shall furnish the CITY with original endorsements effecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf; on forms equivalent to CG 20 10 11 85, subject to CITY approval; and submitted electronically via email at [email protected]. All insurance certificates and endorsements are to be received and approved by the CITY before work commences. At the request of the CITY, CONSULTANT shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. d) SUB-CONTRACTORS. CONSULTANT shall require all subcontractors to procure and maintain insurance policies subject to the requirements of Exhibit D. Failure of CONSULTANT to verify existence of sub- contractor’s insurance shall not relieve CONSULTANT from any claim arising from sub-contractors work on behalf of CONSULTANT.

Agenda Item No: K.6

AGENDA REPORT
DATE: June 2, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2026 -110 IT Agreement with Active Network, LLC for Parks & Recreation Reservation Software

Authorizing the City Manager to Execute a Product and Services Agreement with Active Network, LLC for Parks & Recreation Reservation Software

Funding Source: $228,953; Parks and Rec Administration Fund

Contact: Naveed Ashraf, (707) 428-7582

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The City desires to enter into an agreement with Active Network to continue providing online registration and facility reservation services for the Parks & Recreation Department.

DISCUSSION
The City of Fairfield utilizes Active Network’s cloud -based recreation management platform to support Parks & Recreation operations, including community class registration, facility reservations, payment processing, and customer account management. The sys tem enables residents to access programs and reserve facilities online, while providing staff with tools to manage schedules, registrations, reporting, and revenue tracking.

The proposed agreement would continue the City’s use of the Active Network platfo rm and associated hosting, licensing, maintenance, and support services. Maintaining this system supports efficient service delivery, improves customer accessibility, and reduces reliance on manual or paper-based processes.

Approval of the agreement will allow the Parks & Recreation Department to maintain continuity of service, ensure system reliability, and support ongoing community engagement through online access to programs and facilities.

FINANCIAL IMPACT
The total cost of the proposed product and services agreement with Active Network is $228,952.39, inclusive of a ten percent contingency of $ 20,813.85, software licensing, maintenance, and support services. Estimated annual costs are as follows:
 Year 1: $30,600.00
 Year 2: $32,130.00
 Year 3: $33,736.50
 Year 4: $35,423.33 (optional)
 Year 5: $37,194.50 (optional)
 Year 6: $39,054.22 (optional)
 Subtotal: $208,138.55
 Contingency: $20,813.86
 Total: $228,952.41

Funding for the agreement will be budgeted within the Parks & Recreation Department’s operating budget and is subject to annual budget appropriations.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
The City Council may choose not to approve the proposed product and services agreement with Active Networks . In that event, the Parks & Recreation Department would experience operational impacts, including reduced functionality for online class registration and facility reservations.

COORDINATED WITH
City Attorney’s Office and Parks & Recreation Department

STAFF CONTACT
Stacy Phillips, Administrative Division Manager
(707) 428-7719
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Proposed Agreement

CITY OF FAIRFIELD

RESOLUTION NO. 2026-110

AUTHORIZING THE CITY MANAGER TO EXECUTE A PRODUCT AND SERVICES AGREEMENT

WITH ACTIVE NETWORK, LLC FOR PARKS & RESERVATION SOFTWARE

WHEREAS, the City of Fairfield acquired licensed software solutions (Active Network) from Provider pursuant to the terms of a Service Agreement entered into between Active Network and City dated March 2, 2021 (Services Agreement); and

WHEREAS, the Active Network system is used by the Parks & Recreation Department to support online program registration, facility reservations, customer account management, and payment processing for the community; and

WHEREAS, the initial three-year agreement term expired in April 2024; and

WHEREAS, the Parks & Recreation department has since negotiated to execute an agreement for a three-year initial term, with optional three-year auto-renew terms not-to-exceed 5% per year.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. The City Council authorizes an amendment to the Product and Services Agreement with Active Network, LLC. for 3 -year renewal in the amount of $208,138.55, plus $20,813.85 contingency, for a total of up to $228,952.41. Costs will be allocated to 101-30-100-8441.

Section 2. The council hereby authorizes the city manager or designee to take all steps necessary or useful to implement this resolution.

RES. NO. 2026-110

PASSED AND ADOPTED this 2nd day of June 2026, by the following vote:

AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

Contract # 00138571
Version: 07/05/24
DC2 - Restricted

PRODUCT AND SERVICES AGREEMENT

CLIENT INFORMATION

ORGANIZATION FULL
LEGAL NAME:

City of Fairfield ADDRESS: 1000 Webster St
Fairfield, CA 94533
CONTACT NAME: Stephanie Bunch TELEPHONE:

EMAIL: [email protected]

OVERVIEW OF AGREEMENT
This Agreement consists of this cover page, the Schedule, the General Terms, and the following Product Attachments:

Recreation and Membership Management Product Attachment Third-Party Hardware Product Attachment

NOTE: If Client is tax exempt, certificate must be provided along with signed contract.

In consideration of the mutual promises and covenants contained in this Agreement, Client and Active hereby agree to be bound by this Agreement. By signing below, Client acknowledges and confirms that it has read this Agreement.

CLIENT ACTIVE NETWORK, LLC

Signature: Signature:

Name: Name:

Title: Title:

Date:

Date:

Active Network, LLC
3400 N. Central Expressway, Suite 300, Richardson, TX 75080 Telephone: (469) 291-0300

Docusign Envelope ID: C9056152-6C13-84C8-83CD-AE750C4141EE CN
05/07/26 | 4:50 PM CDT
Kevin Farmer, VP, Sales
Kevin Farmer

Contract # 00138571
Version: 07/05/24 Page 1 of 7 General Terms DC2 - Restricted Products and Services General Terms

Client’s relationship with Active and Client’s use of Active’s products and services (including Client’s licensing of Active’s SaaS, Client’s use of Services, and/or Client’s purchase or leasing of Hardware) are subject to the terms and conditions set forth herein and are between Client and Active. Capitalized terms are defined in Section 7 below, unless otherwise defined within the body of this Agreement, the applicable Product Attachment, or Schedule. In order to use the Products, Client must first agree to this Agreement. Client represents and warrants that Client has the necessary and full right, power, authority, and capability to accept this Agreement, to bind Client’s organization, and to perform Client’s obligations hereunder. Client can accept this Agreement by: ( a) clicking to accept or agree to this Agreement, where this option is made available to Client by Active in the user interface for any Product; (b) signing a document where a link to this Agreement appears in an order form, Schedule, or other document provided to Client by Active; (c) by signing this Agreement, if there is a designated area to sign; or ( d) by actually using the Products. In the case of (d), Client understands and agrees that Active will treat Client’s use of the Products as acceptance of this Agreement from that point onwards. Client may not use the Products and may not accept this Agreement if ( i) Client is not of legal age to form a binding contract with Active, or ( ii) Client is a person barred from receiving the Products under the laws of the United States or other countries, including the country in which Client is a resident or from which Client uses the Products. Client may not use the Products if Client does not accept this Agreement. By accepting this Agreement, Client agrees as follows:

1. AGREEMENT STRUCTURE AND SCOPE.

1.1. General Terms and Incorporation of Product Terms . This Agreement establishes the general terms and conditions to which the parties have agreed to in order to facilitate the licensing of the Products. Additional Product-specific terms and conditions are set forth in one or more documents referenced in the applicable Schedule, each of which is incorporated herein (each, a “ Product Attachment”). All references to the “ General Terms” mean this document, exclusive of Product Attachments and Schedules.

1.2. Incorporation of Schedules. The parties may enter into new Schedules from time to time. Each Schedule incorporates the terms of these General Terms and the applicable Product Attachment.

1.3. Incorporation of EULAs. Client’s use of any Third-Party Products hereunder may be subject to, and Client will comply with, this Agreement and any applicable Third-Party EULA(s).

1.4. Incorporation of Exhibits. Client’s use of any payment processing services hereunder will be subject to, and Client will comply with, this Agreement and an applicable Exhibit(s).

1.5. Affiliates. Client’s Affiliates may order Products from Active (or one of Active’s Affiliates) by entering into a Schedule. In the event that a Client Affiliate enters into a Schedule with Active (or an Affiliate of Active), reference in this Agreement to “Client” and “Active” will mean the respective entity that accepts (as described in the Preamble) the applicable Schedule. Each such Schedule will be deemed to be a separate agreement.

2. FINANCIAL TERMS.

2.1. Payment Terms. Unless otherwise specified in the Schedule, all amounts owed by Client that are not directly collected by Active are due from Client within thirty (30) days from either (a) the end of the remittance cycle during which the fees accrued (if related to regist rations or transaction processing), or (b) the date of the applicable invoice. If the Agreement Effective Date is on or before the fifteenth (15th) day of the month, Active will invoice Clients on the fif teenth (15th), or on the following business day when such date falls on a weekend day. If the Agreement Effective Date is after the fifteenth (15th) day of the month, Active will invoice Clients on the first (1st) day of the following month, or on the following business day when such date falls on a weeke nd day. Notwithstanding the foregoing, Active shall invoice Client for fifty percent (50%) of total Service costs at Service initiation. The remaining fifty percent (50%) of th e total Service costs will be invoiced at Service completion. Past due fees will accrue interest at the lesser of the annual rate of ten percent (10%) per annum or the maximum amount permitted by applicable law. In the event of any non-payment or delay in paying a fee, Client agrees to reimburse Active for any fees and expenses incurred in its collection efforts.

2.2. Fees and Currency. Fees and currency, are specified in the applicable Schedule. Payment of fees is under no circumstances subject to, or conditioned upon, the delivery of fut ure Products or functionality. Active shall have the right, once per calendar year, to increase the subscription fees by two percent (2%) and/or the transaction fees by four percent (4%) (the “ Annual Fee Increase ”), as applicable. In special circumstances, Active, in its sole discretion and upon thirty (30) days’ written notice to Client (which may be sent by email), shall have the right to further increase the subscription fees and/or transaction fees on an annua l basis by an additional amount (the “ Additional Increase”) provided that t he Annual Fee Increase and the Additional Increase cumulatively do not exceed five percent (5%) for subscription fees and/or five percent (5%) for transaction fees.

2.3. Additional Payment Terms. If Active reasonably believes that a transaction by Client, licensee, or End User, as applicable, may be fraudulent or otherwise contrary to law, Active may issue an invoice or offset an equivalent amount from Client’s account or any payment Active owes to Client and return the value to the End User (as set forth below) and if sufficient funds are not available, Client must reimburse Active on demand. Active will notify Client of the reason for such offset provided that it is lawful to do so.

2.4. Credit Card Surcharging. All fees described in the applicable Schedule are in consideration of the Products that Active provides. Active and Client acknowledge that certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit card vs. debit card), and therefore, each agrees not to impose such a surcharge on any End User.

2.5. Taxes. The prices stated in this Agreement do not include Taxes. Client is responsible for, and agrees to pay, any and all required Taxes which may be assessed on Client’s invoices. If Client is tax-exempt, Client will send Active a copy of its valid tax-exempt certificate (or, as applicable, its reseller’s certificate) prior to execution of any Schedule. Client is solely responsible for determining which, if any, Taxes apply to End Users or licensees in connection with Client’s use of the Products and for collecting, remitting, and reporting the correct amounts of all such Taxes to the applicable governmental authorities, ev en if Active provides Client with tools that assist Client in doing so. In the event that a governmental authority requires Active to pay any Taxes attributable to Client’s use of the Products, to the extent not prohibited by law, Client agrees to defend, indemnify, and hold Active harmless from all such Taxes and all costs and expenses related thereto. Active reserves the right to modify this section and apply all required Taxes to this Agreement upon providing a thirty (30) day written notice to Client i n order to comply with applicable laws. When Active is acting as the payment facilitator and Client elects to include an additional fee in the End Users’ cart that is identified as a “sales tax” or similar Docusign Envelope ID: C9056152-6C13-84C8-83CD-AE750C4141EE

Contract # 00138571
Version: 07/05/24 Page 2 of 7 General Terms DC2 - Restricted designation, then, no more frequently than once per calendar year during the Term of the Agreement, Active may, upon at least five (5) business days’ prior written notice, (a) require Client to send to Active Client’s books and records related to its sales tax payments, and/or (b) visit C lient’s premises during Client’s normal business hours to review Client’s sales tax payments.

3. LIMITED RIGHTS AND OWNERSHIP; INDEMNIFICATION; CONFIDENTIALITY.

3.1. Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Active and its licensors. Client acknowledges that: (a) a ll Protected Materials are licensed and not sold; (b) Client acquires only the right to use the Products in accordance with this Agreement, and Active and/or its licensors will retain sole and exclusive ownership of and all right, title, and interest in the Products, including the following: (i) all Intellec tual Property embodied or associated with the Products, (ii) all deliverables and work product associated with the Products, and (iii) all copies and derivative works thereof; and (c) the Products, including the source and object codes, logic, and structure, contain and constitute valuable trade secrets of Active and its licensors.

3.2. Restrictions. Unless otherwise set forth in a EULA, Product Attachment, or Schedule, Client will not itself, or through any Affiliate, empl oyee, consultant, contractor, agent, or other third party: (a) sell, resell, distribute, host, lease, rent, license, or sublicens e, in whole or in part, the Protected Materials; (b) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer, or otherwise attempt to derive source code, al gorithms, tags, specifications, architecture, structure, or other el ements of the Products in whole or in part, for competitive purposes or otherwise; (c) allow access to, provide, divulge, or make available the Protected Materials to any user other than those who are licensed pursuant to this Agreement to have such access; (d) write or develop any derivative works based upon the Products; (e) modify, adapt, translate, or otherwise make any changes to the Products or any part thereo f; (f) use the Protected Materials to provide processing services to third parties, or otherwise use the same on a service bureau basis; (g) disclose or publish, without Active’s prior written consent, (i) performance or capacity statistics, or the results of any benchmark test performed on the Products , or (ii) the terms (but not the existence) of this Agreement or other valuable trade secrets of Active or its licensors; (h) without Active’s prior written consent, perform or disclose or cause t o be performed or disclosed any information related to any security penetration or similar tests; (i) disclose or otherwise use or copy the Protected Materials except as expressly permitted herein; (j) remove from any Products identification, patent, copyright, trademark, or other notices or circumvent or disable any security devices’ functionality or features; (k) contest or do or aid others in contesting or doing anything which impairs the validity of any proprietary or Intellectual Property rights, title, or interests of Active in and to any Products; (l) use the Products for other than authorized and legal purposes, consistent with this Agreement and all applicable laws, regulations, and the rights of others; (m) take any steps to avoid or defeat the purpose of security measures associated with the Products, such as sharing of login and password information, or attempt to circumvent any use restriction s; or (n) except as expressly permitted by this Agreement, use the Protected Materials for hosting purposes. Further, Client will: ( o) not use the Products to transmit, publish, or distribute any material or information: (i) for which Client does not have all necessary rights and licenses, including any material or information that infringes, violates, or misappropriates the Intellectual Property rights of any third party; (ii) that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the Products; (iii) that is inaccurate or misleading; (iv) that is or that may reasonably be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable; (v) that contains a virus or malicious code; or (vi) tha t includes the private information of another without express permission, including but not limited to contact information, social security numbers, credit card numbers or other information which a reasonable person would consider private in nature; ( p) not attempt to gain access to any systems or networks that connect to the Products except for the express purpose of using the Products for their intended use; (q) not engage in any activity that interferes with or disrupts the Products; and (r) not use the Products in violation of the CAN -SPAM Act, Canadian Anti -Spam Legislation, or any other applicable laws pertaining to unsolicited email, SMS, text messaging or other electronic communications.

3.3. Enforcement. Client will (a) ensure that all Client users of Products comply with the terms and conditions of this Agreement; ( b) promptly notify Active of any actual or suspected violation thereof; and (c) cooperate with Active with respect to any investigation and enforcement of this Agreement.

3.4. Active Indemnification. Active agrees to defend, settle, and pay damages (including reasonable attorneys’ fees) (“Client Losses”) relating to any third-party claim, demand, cause of action, or proceedings (whether threatened, asserted, or filed) (“Claim(s) Against Client”) against Client to the extent that such claim is based upon Active’s proprietary Products (excluding Professional Services and Third-Party Products) directly infringing a United States patent, registered United States copyright, or registered United States trademark, provided that the Products are used in compliance with this Agreement; provided Client shall (i) promptly give Active written notice of the Claim Against Client; provided, however, that Client’s failure to give or delay in giving such notice to Active shall not relieve Active of any liability it may have to Client except to the extent that Active demonstrates that the defense of such Claim Against Client is prejudiced thereby, (ii) gives Active sole control of the defense and settlement of the Claim Against Client; provided that Active may not settle any Claim Against Client without Client’s prior written consent unless such settlement includes a complete and final release of liability and Client Losses against Client and does not impose any obliga tions on Client, and (iii) gives Active all reasonable assistance, at Active’s expense.

3.5. Infringement. Active shall have no liability or obligation under Section 3.4 above or otherwise to the extent a Claim Against Client is based upon (i) use of the Products in combination with software or hardware not provided by or specified by Active in the Documentation, if infringement would have been avoided in the absence of such combination; (ii) modifications of the Products made by any individual or entity other than Active or at Active’s written direction; or (iii) use of the Products by Client or any User in a manner not expressly permitted by the Agreement. If Active has reason to believe that the Products may infringe or misappropriate any third- party Intellectual Property right or otherwise give rise to an infringement or misappropriation Claim Against Client, Active may in its sole discretion and at no cost to Client (a) modify the Products so that they no longer infringe or misappropriate or (b) obtain a license for Client’s continued use of that Products in accordance with this Agreement. If Active determines (a) and (b) above are not reasonably practicable, Active may (x) terminate Client’s subscriptions for the Pro ducts, if applicable, or (y) terminate this Agreement, if Client is not using the Products on a subscription basis, upon thirty (30 ) days’ written notice and Active will refund to Client any prepaid fees covering the remainder of the Term (as defined in the applicable Product Attachment) of the subscription(s). Active’s de fense and indemnification obligations in Section 3.4 above do not apply to the extent a Claim Against Client arises from Client’s breach of this Agreement.

3.6. Client Indemnification. To the extent not prohibited by law, Client will defend Active, and hold Active and its Affiliates and their respective employees, directors, successors and permitted assigns harmless, against any claim, action, regulatory action, demands, lawsuit or proce edings (whether threatened, asserted, or filed) made or brought against Active by a third party to the extent that such claim is based upon (a) any actual, alleged or antici pated breach by Client of this Agreement; (b) injury or death to a person or damage to property resulting from the participation in an Event (as defined in the applicable Product Attachment) operated by Client in connection with the Products; (c) Client’s provision to Active of materials, products, or services as part of Client’s obl igations hereunder that infringe the Intellectual Property rights of any third party provided that such materials, products, or services are used by Active in accordance with the Agreement; (d) use or unauthorized disclosure of Participant Information by Clien t or other third parties to whom access is given to Participant Information as provided hereunder; (e) Client’s use of the Products in violation of Section 3.2 (Restrictions) of these General Terms; and/or (f) any claims for refunds or chargeback requests from End Users (“Claim(s) Against Docusign Envelope ID: C9056152-6C13-84C8-83CD-AE750C4141EE

Contract # 00138571
Version: 07/05/24 Page 3 of 7 General Terms DC2 - Restricted Active”). To the extent not prohibited by law, Client will indemnify Active from any damages, liabilities, losses, expenses, fines, penalties and/or judgments, attorney fees and costs finally awarded against Active as a result of, or for any amounts charged to A ctive, recoverable from Active and/or paid by Active under a Client and court-approved settlement of, a Claim Against Active (“Active Losses”); provided Active (i) promptly gives Client written notice of the Claim Against Active; provided, however, that Client shall not be excused from its indemnification obligations unless a delay in providing such notice impairs Client’s ability to defend the Claim Against Active; (ii) gives Client sole control of the defense and settlement of the Claim Against Acti ve (except that Client may not settle any Claim Against Active unless it unconditionally releases Active of all liability), and (iii) gives Client all reasonable assistance, at Client’s expense. The above defense and indemnification obligations do not apply to the extent a Claim Against Active arises from Active’s breach of this Agreement.

3.7. Sole Remedy. This “Mutual Indemnification” Section states the indemnifying party’s sole liability to, and the indemnified party’s exclusiv e remedy against, the other party for a third-party claim that constitutes either a Claim Against Client or a Claim Against Active as described in this Section.

3.8. Definition of Confidential Information. During the Term (as defined in the applicable Product Attachment) of this Agreement and for a period of three (3) years after the expiration of or the termination of this Agreement each party acknowledges and agrees that “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Client includes Client data; Confidential Information of Active includes the Products; and Confidential Information of each party, solely by way of illustration, and not in limitation, shall include the following information: the terms and conditions of this Agreement (including pricing), fin ancial data, plans, forecasts, Intellectual P roperty, methodologies, as well as business and marketing plans, technology and technical information, product plans and designs, Cli ent information, strategic analyses and business processes, in each instance disclosed by such Disclosing Party or any of its Representatives regarding it and its Affiliates. However, Confidential Information does not include any information that the Receiving Party can demonstrate (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a th ird party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidence by prior documentation or tangible embodiments of such information

3.9. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Pa rty for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Inform ation of the Disclosing Party to those of its and its respective Affiliates’ employees, officers, directors, agents, representatives and contractors, including, legal counsel, tax advisors and/or accountants who need that access for purposes consistent with this Agreement and who have signed confidentiality a greements with or are otherwise subject to enforceable obligations to the Receiving Party that contain protections no less stringent than those herein (collectively, “Representatives”). Neither party will disclose the terms of this Agreement to any third party other than its Representatives without the other party’s prior written consent, provided that a party that makes any su ch disclosure to its Representatives will remain responsible for such Representatives compliance with this “Confidentiality” Section.

3.10. Required Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Di sclosing Party’s Confidential Information as part of a civi l proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclos ing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

4. DISCLAIMERS AND LIMITATION OF LIABILITY.

4.1. EXCEPT AS OTHERWISE SET FORTH HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, CLIENT ACKNOWLEDGES AND AGREES THAT THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE WARRANTIES, IF ANY, SET FORTH HEREIN AND IN THE PRODUC T

ATTACHMENTS ARE LIMITED TO THEIR EXPRESS TERMS AND ARE IN LIEU OF, AND ACTIVE, ITS LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAI M TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY (a) WARRANTY THAT THE PRODUCTS ARE ERROR-FREE OR “BUG”-FREE, ACCURATE, SECURE, OR RELIABLE; (b) WARRANTY THAT THE PRODUCTS WILL OPERATE WITHOUT INTERRUPTION; (c) WARRANTY THAT ALL ERRORS WILL BE CORRECTED OR THAT THE PRODUCTS WILL COMPLY WITH ANY LAW, RULE, OR REGULATION; (d) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON -INFRINGEMENT; (e) IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (f) WARRANTY THAT THE PRODUCTS WILL MEET CLIENT’S REQUIREMENTS. ACTIVE WILL NOT BE LIABLE FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT, STATUTE, TORT,

OR OTHERWISE), INCLUDING DAMAGES FOR LOST PROFITS, LOST SAVINGS, COST OF REPLACEMENT PRODUCTS, LOST DATA, LOSS OF USE OF

INFORMATION OR PRODUCTS, OR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT ACTIVE HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION ONLY APPLIES WHERE ALLOWED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ACTIVE’S TOTAL AGGREGATE LIABILITY FOR ALL MATTERS ARISING FROM OR RELATED TO THIS

AGREEMENT IS LIMITED TO (I)THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT AS CONSIDERATION FOR THE SPECIFIC PRODUCT UNDER THE APPLICABLE SCHEDULE GIVING RISE TO SUCH CLAIMS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CAUSE

OF ACTION AROSE LESS ANY AMOUNTS PAID BY ACTIVE WITH RESPECTIVE TO LIABILITIES UNDER THIS AGREEMENT, OR (II) IF NO SUCH PAYMENTS HAVE BEEN MADE OR SUCH AMOUNTS CANNOT BE CALCULATED, 10,000 U.S. DOLLARS ( OR THE EQUIVALENT THERETO AS DETERMINED BY THE APPLICABLE COUNTRY’S CURRENCY), AS APPLICABLE. NOTWITHSTANDING THE ABOVE, IF CLIENT RESIDES OUTSIDE OF THE U.S., THIS DOES NOT AFFECT ACTIVE’S LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE, NOR FOR FRAUDULENT MISREPRESENTATION,

MISREPRESENTATION AS TO A FUNDAMENTAL MATTER, OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

4.2. TO THE EXTENT THIS AGREEMENT IS GOVERNED BY ENGLISH LAW, THE FOLLOWING APPLIES: ACTIVE IS LIABLE UNDER APPLICABLE STATUTORY PROVISIONS FOR INTENT AND GROSS NEGLIGENCE. THE SAME APPLIES TO ASSUMPTIONS OF GUARANTEES, STRICT LIABILITY, OR INJURY TO LIFE, LIMB, OR H EALTH. ACTIVE IS LIABLE FOR ANY NEGLIGENT BREACHES OF ESSENTIAL CONTRACTUAL OBLIGATIONS BY ACTIVE BUT THE AMOUNT SHALL BE LIMITED TO THE TYPICALLY OCCURRING FORESEEABLE DAMAGE. ANY ADDITIONAL LIABILITY OF ACTIVE IS EXCLUDED.

Docusign Envelope ID: C9056152-6C13-84C8-83CD-AE750C4141EE

Contract # 00138571
Version: 07/05/24 Page 4 of 7 General Terms DC2 - Restricted

4.3. TO THE EXTENT THIS AGREEMENT IS GOVERNED BY AUSTRALIAN LAW, THE FOLLOWING APPLIES: EXCEPT AS EXPRESSLY PROVIDED IN THIS

AGREEMENT AND EXCEPT FOR ANY CONDITION OR WARRANTY , THE EXCLUSION OF WHICH COULD BE VOID OR OTHERWISE CONTRAVENE THE TRADE PRACTICES ACT 1974 (CTH) OR ANY OTHER APPLICABLE LAW (“ NON EXCLUDABLE CONDITION”), ALL SOFTWARE AND SERVICES OF ACTIVE ARE PROVIDED TO CLIENT ON AN “AS -IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING , WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR ANY NON-EXCLUDABLE CONDITION OR

OTHERWISE AS CONTAINED IN THIS AGREEMENT, ACTIVE EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE USE OF ITS SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SPECIFICATIONS WILL MEET CLIENT’S REQUIREMENTS. WHERE LEGISLATION IMPLIES INTO THIS AGREEMENT ANY NON-EXCLUDABLE CONDITION, ACTIVE’S LIABILITY FOR ANY BREACH OF SUCH NON-EXCLUDABLE CONDITION WILL BE LIMITED AT ACTIVE’S SOLE DISCRETION TO ONE OR MORE OF THE FOLLOWING: (1) IN THE CASE OF GOODS, ANY ONE OR MORE OF THE FOLLOWING: (I) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; (II) THE REPAIR OF THE GOODS; (III) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR (IV) THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; (2) IN THE CASE OF SERVICES: (I) THE SU PPLYING OF THE SERVICES AGAIN; OR (II) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN. (B) ACTIVE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL OR PUNITIVE DAMAGES INCLUDING WITHOUT

LIMITATION DAMAGES FOR LOST PROFI T, LOSS OF GOODWILL, WORK STOPPAGE, DATA LOSS, ANTICIPATED SAVINGS OR COMPUTER FAILURE

WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF ACTIVE OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH LOSS OUGHT REASONABLY TO HAVE BEEN IN THE CONTEMPLATION OF THE PARTIES AT THE AGREEMENT DATE. DESPITE ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, ACTIVE’S TOTAL AGGREGATE LIABILITY FOR ALL MATTERS ARISING FROM OR RELATED TO

THIS AGREEMENT IS LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT AS CONSIDERATION FOR THE SOFTWARE AND SERVICES GIVING RISE TO SUCH CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE LESS ANY AMOUNTS PAID BY ACTIVE WITH RESPECTIVE TO LIABILITIES UNDER THIS AGREEMENT.

4.4. FOR THE PURPOSES OF THIS SECTION 4 AND ANY INDEMNIFICATION PROTECTING ACTIVE UNDER THIS AGREEMENT, REFERENCE TO ACTIVE WILL ALSO INCLUDE ITS SUPPLIERS AND LICENSORS.

5. TERM AND TERMINATION.

5.1. Term. The Term (as defined in the applicable Product Attachment) for each Product offered under this Agreement will be as set forth in the applicable Product Attachment. This Agreement will continue until either party terminates all Schedules and Product Attachment as provided hereunder.

5.2. Termination. Either party may terminate this Agreement, including any or all Product Attachments and Schedules executed hereunder, immediately upon written notice: (a) in the event that the other party commits a non -remediable material breach of this Agreement and/or the applicable Product Attachment or Schedule, or if the other party fails to cure any remediable material breach or provide a written plan of cure accept able to the non -breaching party within thirty (30) days of being notified in writing of such breach, except for breach of Section 2 of these General Terms which will have a ten (10) day cure period; or (b) in the event of institution of bankruptcy, receivership, insolvency, reorganization, or other similar proceedings by or against either party under any section or chapter of the United States Bankruptcy Code, as amended, or under any similar laws or statu tes of the United States or any state thereof, if such proceedings have not been dismissed or discharged within thirty (30) days after they are instituted; or the insolvency or making of an assignment for the benefit of creditors or the admittance by either party of any involuntary debts as they mature or the institution of any reorganization arrangement or other readjustment of debt plan of ei ther party not involving the United States Bankruptcy Code. Where a party has the right to terminate this Agreement, such party may at its discretion either terminate the entire Agreement or the applicable Product Attachment or Schedule; provided however, that termination of a Product Attachment will automatically terminate all Schedules entered into pursuant to such Product Attachment. Product Attachments and Schedules that are not terminated will continue in full force and effect under the terms of this Agreement. Following termination of this Agreement or a Product Attachment (for whatever reason), if requested by Active, Client will certify that it has returned or destroyed all copies of the applicable Protected Materials and acknowledges that its rights to use the same are relinquished. Except for the refund of prepaid fees set forth in Section 3.5 (Infringement), as applicable, termination for any reason will not excuse Client’s obligation to pay in full any and all amounts due, nor will termination by Active result in a refund of fees paid.

5.3. Suspension. Active will be entitled to suspend any or all Products or deactivate Client’s account, including suspending its performance and obligation to remit payments hereunder, upon ten (10) days’ written notice to Client in the event Active reasonably believes that Client is in breach of this Agreement , Client’s use of the Products is not in compliance with applicable law or the Agreement, is fraudulent, or is otherwise suspect, or if there is a dispute a s to the legal authority of a Client - associated party to perform hereunder. Further, Active, in its sole discretion, may terminate Client’s password, accounts (or any part thereof), and/or Client’s right to use the Products, and remove and discard any and all of Client’s content within the Products, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due Active, or if Active believes Client has violated or acted in consistently with the letter or sprit of this Agreement. Client agrees that any termination of its use of the Products may be effected without prior notice, and acknowledges and agrees that Active may immediately deactivate or delete Client’s account and all related content and files related to Client’s account and/or bar any further access to such files or Products. Further, Client agrees that Active shall not be liable to Client or any third party for any termination of use of or access to the Products. All provisions of this Agreement that by their nature should survive termination of Client’s right to use the Products shall survive (including, without limitation, all limitations of liability, releases, indemnification obligations, disclaimers of warranties and Intellectual Property protections and licenses).

6. GENERAL PROVISIONS.

6.1. Force Majeure. Neither party will incur any liability to the other party on account of any loss, claim, damage, or liability to the extent resulting from any delay or failure to perform all or any part of this Agreement, if and to the extent such delay or failure is caused, in whole o r in part, by events, occurrences, or causes beyond the reasonable control and without any negligence on the part of the party seeking protection under this subsection, includin g internet service provider or third -party payment delays or failures, acts of God, strikes, lockouts, riots, acts of war, terrorism, earthquake, fire, or explosions. Dates by which performance obligations are scheduled to be met will be extended for a time equal to the time lost due to the delay so caused.

6.2. Assignment. Active may assign this Agreement and any or all of its rights and obligations herein without Client’s approval. Client may n ot resell, assign, or transfer any of its rights or obligations under this Agreement except as expressly provided herein, and any attempt to resell, assign, or transfer such rights or obligations without the prior written consent of Active will be null and void.

Docusign Envelope ID: C9056152-6C13-84C8-83CD-AE750C4141EE

Contract # 00138571
Version: 07/05/24 Page 5 of 7 General Terms DC2 - Restricted

6.3. Change of Control. Client will cause each Schedule hereunder to be assigned to (a) the purchaser of all or substantially all of Client’s assets or equity securities or (b) to any successor by way of merger, consolidation, or other corporate reorganization of Client ((a) and (b) together, a “Change of Control”). Client will provide written notice to Active of any proposed or completed Change of Control as soon as permissible and in any event within five (5) days of the public announcement or close of the transaction, whichever occurs first. Within the thirty (30) day period following such notice, Active will have the right to immediately terminate each applicable Schedule if Active determines, in its reasonable good faith discretion that the purchaser or assignee is a competitor of Active or a party with whom Active does not want to do business. Client agrees to require that the purchaser or assignee (as outlined in this Section 6.3) agree, in writing, to be bound by the terms and conditions of the Agreement and each applicable Schedule.

6.4. Export; Anti-Bribery. The Products may include encryption software or other encryption technologies that may be controlled for import, transfer, export, or other purposes under Export Laws. Client may not export, re-export, transfer, or re-transfer or assist or facilitate in any manner the export, re-export, transfer, or re-transfer of, or provide access to, any portion of the Products in violation of Export Laws, as determined by the laws under which Client operates, including: (a ) to any country on Canada’s Area Control List; (b) to any country subject to U.N. Security Council embargo or action; (c) contrary to Canada’s Export Control List Item 5505; (d ) to countries subject to U.S. economic sanctions and embargoes; and (e) to persons or entities prohibi ted from receiving U.S. exports or U.S. -origin items, including, to any person or entity appearing on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List; the Bureau of Industry and Security's Denied Persons List, Entity List, or Unverified List; or the Department of State Debarred List. Client hereby represents and covenants that: (i) Client is eligible to access the Products under Export laws and all other applicable laws; and (ii) Client will import, export, re-export, transfer, or re-transfer the Products to, or use or access the Products in, any country or territory only in accordance with Export Laws and all other applicable laws. Furthermore, Client h ereby represents and covenants that, in connection with i ts respective activities conducted under this Agreement, it will comply with the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K.

Bribery Act of 2010, as amended, and the Convention on Combating Bribery of Foreign Public Officials and has not, and will not, make or receive, directly or indirectly, any payments or gifts, or offers or promises of payments or gifts or things of value in exchange for anything that may arise out of this Agreement in a manner that would violate these laws and rules or any other applicable anti-corruption or anti-bribery laws or regulations.

6.5. Notices. Any notices required to be given under this Agreement will be in writing sent to the address on file with Active for Client or, in the case of Active, to the address set forth in Section 7 of these General Terms to the attention of Legal Department. Notices will be deemed received the next day if sent via overnight mail or courier with confirmation of receipt, or three (3) days after deposited in the mail sent certified or registered.

6.6. Relationship. This Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relati onship. Neither party may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor.

6.7. Severability. If any part or provision of this Agreement is held to be unenforceable, illegal, or invalid by a court of competent jurisdiction for any reason whatsoever, (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including all portions of any pro visions containing any such unenforceable provision that are not themselves unenforceable) will not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the unenforceable, illegal, or invalid provision will be deemed modified and replaced by a provision that approximates the intent and economic effect of the unenforceable, illegal, or invalid provision and this Agreement will be deemed amended accordingly.

6.8. Survival. The following provisions will survive any termination, cancellation, or expiration of this Agreement: Sections 1, 2, 3.2, 3.5, 3.6, 3.7, 3.8, 3.9, 4, 5.2, 6, and 7 of these General Terms, and such other provisions that should reasonably survive termination, cancellation, or expiration hereof.

6.9. Amendments; No Waiver. No amendment or waiver of any provision of this Agreement will be effective unless it is in writing and signed by both parties.

6.10. Entire Agreement. This Agreement constitutes the parties’ entire agreement relating to its subject matter. It cancels and supersedes all prior or contemporaneous oral or written communications, agreements, requests for proposals, proposals, conditions, representations, a nd warranties, or other communication between the parties relating to its subject matter as well as any prior contractual agreements between the parties. All pre -printed terms of any Client purchase order, business processing document, or on-line terms will have no effect. There have been no material representations or statements by any person or party to this Agreement as an inducement for a party hereto to accept this Agreement other than what is expressly set forth in writing herein.

6.11. No Third-Party Beneficiaries. This Agreement is for the benefit of the parties and their successors and permitted assigns, and does not confer any rights o r benefits on any third party, including any employee of a party, any client of a party, or any employee of a client of a party . Notwithstanding the above, the parties acknowledge that all rights and benefits afforded to Active under this Agreement will apply equally to its licensors and supp liers, and the owner of the Third-Party Products with respect to the Third-Party Products, and such third parties are intended third -party beneficiaries of this Agreement, with respect to the Third-Party Products as applicable.

6.12. Governing Law and Venue. Except as set forth below, this Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law provisions thereof and as applicable under United States federal law. The parties irrevocably agree that any legal action or proceeding relating to this Agreement will be instituted only in any state or federal court in Solano County, California. Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement. THE PARTIES HERETO IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. Notwithstanding the above, for purposes of this Agreement, certain of the terms and conditions will vary depending on the location of the Client. If a country or term is not specified below, then the Governing Law and Venue set forth above shall apply.

If Client’s principal place of business is in: The governing law is: The courts having exclusive jurisdiction are:

Canada Province of British Columbia Province of British Columbia United Kingdom, Ireland, Germany, France,
or Austria

England England
Singapore Singapore Singapore
New Zealand England England
Hong Kong Hong Kong Hong Kong
Australia New South Wales Sydney, New South Wales
Docusign Envelope ID: C9056152-6C13-84C8-83CD-AE750C4141EE

Contract # 00138571
Version: 07/05/24 Page 6 of 7 General Terms DC2 - Restricted Switzerland England England
Denmark England England
Netherlands England England
Spain England England
Sweden England England

6.13 Order of Precedence. To the extent any terms and conditions of these General Terms conflict with the terms and conditions of any Product Attachmen t, the provisions of the Product Attachment will control. To the extent any provision of these General Terms or any Product Attachment conflict with the provisions of a Third- Party EULA, the Third-Party EULA will control. In the event of a conflict between a Schedule and these General Terms or the applicable Product Attachmen t, the General Terms or the applicable Product Attachment will control, provided, however, that such standard variable terms such as price, quantity, license scope, payment terms, shipping instructions, and the like will be specified on each Schedule. Further, Client agrees and acknowledges that it shall not itself, or through any Affiliate, employee, consultant, contractor, agent, or other third party, amend, alter, or contract away (or seek to amend, alter, or co ntract away) any of its rights, liabili ties, or obligations under this Agreement through any means (including, but not limited to, through any waiver, contract, terms, or communication with End Users (ind ividually and collectively, “Client Terms”). Client agrees and acknowledges that any such amendment, alteration, or contracting away of any such liabilities, or obligations under this Agreement shall be void, and of no force or effect. Active shall bear no liability or obligation to any End User under any Client Terms, and any provision of any Client Terms that is inconsistent with this Agreement, or that expressly, implicitly, or effectively imputes any liability or obligation upon Active to any End User or to any other third party shall be void, and of no force or effect.

6.14 Interpretation. Any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time. The headings and pronouns contained herein are for convenience and ease of reference only and will not affect the construction or in terpretation of this Agreement. The word “including” in this Agreement means “including, without limitation.” All references to days means calendar days. This Agreement will not be con strued in favor of or against a party based on the author of the document.

6.15 Counterparts. These General Terms and each Product Attachment, Schedule, and any exhibits thereto may be executed in one or more counterpar ts, each of which will constitute an enforceable original of this Agreement, and the parties agree that electronic or digital signatures, as well as PDF scanned copies of signatures, will be as effective and binding as original signatures.

6.16 Remedies Cumulative; Injunctive Relief. All rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the parties, whether provided by law, equity, statute, in any other agreement between the parties or otherwise. Furthermore, in the event of a breach or threatened breach of the Intellectual Property obligations in this Agreement, Active, in addition to any and all other rights (at law or in equity) which may be available, will have the right of injunctive relief and other appropriate equitable remedies to restrain any such breach or threatened breach , without the requirement of posting a bond.

6.17 U.S. Government Restricted Rights. The Products are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs (b)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227 -19, as applicable. The Manufactu rer is Active Network, LLC or one of its Affiliates or subsidiaries.

7. DEFINITIONS.

“Active” means Active Network, LLC, or, if Client’s principal place of business is in Canada, The Active Network, Ltd., together with their Affiliates, with an office located at 3400 N. Central Expressway, Suite 300, Richardson, TX 75080.

“Affiliates” of a designated corporation, company, partnership, or other entity means all entities which control, are controlled by, or are under common control with the named entity, whether directly or through one or more intermediaries. For purposes of this definit ion “controlled” and “control” mean ownership of more than 50% of the voting capital stock or other interest having voting rights with respect to the election of the board of directors or similar governing authority.

“Agreement” means these General Terms, together with all Product Attachments and Schedules accepted by the parties (as described in the Preamble).

“Client” means the individual who accepts this Agreement (as described in the Preamble) and any business entity on behalf of which s uch individual accepts this Agreement.

“Documentation” means the user instructions, release notes, manuals, or on -line help files in the form generally made available by Active, regarding the use of the applicable Products, as updated by Active from time to time.

“Effective Date” means the date of last signature on page one of this Agreement.

“End Users” means users who register for, sign up, or otherwise use the Products in connection with the Events (as defined in the applicable Product Attachment).

“Export Laws” means export control laws and regulations of the countries and/or territories in which Active operates or in which the Products are used, accessed, or from which the Products are provided.

“Hardware” means computer hardware, equipment, and/or utilities supplied by Active pursuant to a Schedule.

“Intellectual Property” means any and all intellectual property and proprietary rights (in whole or in part) recognized in any country or jurisdict ion in the world, now or hereafter existing, and whether or not perfected, filed, or recorded, including inventions, technology, pa tent rights (including patent applications, divisions, and disclosures), copyrights and all works of authorship (whether or not copyrightable), moral rights, trade secrets, trademarks and other indicators of s ource (and the goodwill associated therewith), service marks, trade dress, logos, methodologies, procedures, processes, know -how, tools, utilities, techniques, protocols, various concepts, ideas, methods, models, templates, software, source code, algorithms, tools, utilities, the generalized features of the structure, sequence and organization Docusign Envelope ID: C9056152-6C13-84C8-83CD-AE750C4141EE

Contract # 00138571
Version: 07/05/24 Page 7 of 7 General Terms DC2 - Restricted of software, user interfaces and screen designs, layouts, general purpose consulting and software tools, utilities and routin es, and logic, coherence and methods of operation of systems, training methodology and materials, which Active has created, acquired, or otherwise has rights in, and may, in connection with the Products or the performance of Services hereunder, create, employ, provide, modify, create, acquire, or otherwise obtain rights in, and in each case includes any derivative works, alterations, and other modifications using, incorporating, based on, or derived from the foregoing.

“Maintenance Services” means the provision of Updates and Upgrades related to the SaaS all as more particularly set out in the applicable Product Attachment and/or Schedule.

“Participant Information” means certain information that Active collects from End Users, individuals, and/or licensees as part of the registration pr ocess for Events (as defined in the applicable Product Attachment).

“Preamble” means the first paragraph of these General Terms.

“Products” means, collectively, SaaS, Services, Hardware, and all other services, products, or materials provided by Active to Client under the terms of this Agreement.

“Professional Services” means the implementation, site planning, configuration, integration, and deployment of the SaaS, training, project manageme nt, or other consulting services.

“Protected Materials” means Products, except for Hardware.

“SaaS” means (a) the software as a service which is hosted by Active or its hosting providers and which is accessed by Client and its users via the internet; (b) Active’s web sites; and ( c) associated services, as more fully described in the applicable Product Attachment. SaaS functionality is subject to change from time to time at Active’s sole discretion.

“Services” means, collectively, (a) Professional Services; (b) Maintenance Services; (c) Support Services; and (d) any other services set forth in a Schedule.

“Schedule” means the document, schedule, quote, pricing form, web page, order form, or similar document and the terms and conditions contained therein “accepted” (as described in the Preamble) by the parties that describes order -specific information, such as a description of Products ordered, features, options, license details, and fees.

“Support Services” means the provision of technical assistance for SaaS or Hardware as further described in an applicable Product Attachment and/or Schedule.

“Taxes” means any and all applicable taxes, including sales, use, excise, withholding, assessments, stamp, transfer, value-added, duties, tariffs, export charges, import charges, and other taxes or assessments (however designated) imposed by any foreign, federal , provincial, state, or local governmental authority upon or applicable to Products arising out of this Agreement, other than those based on Active’s net income.

“Third-Party EULA” means the end user license agreement, if any, that accompanies the Third-Party Products, which governs the use of or access by Client to the applicable Third-Party Products.

“Third-Party Products” means that hardware, firmware and/or software products, including updates and enhancements thereto, if any, owned by third parties, together with all user manuals and other documents accompanying the delivery of the Third-Party Products.

“Updates” means bug fixes, patches, error corrections, minor releases, or modifications or revisions that enhance existing performance of the SaaS that are provided as part of Maintenance Services. Updates exclude Upgrades.

“Upgrades” means a new SaaS release that contains major functionality enhancements or improvements; and which is designated by an incremental increase in the release number to the left of the decimal point (by way of example only, release 5.0 designates an Upgrade from release 4.x). Upgrades exclude new products, modules or functionality for which Active generally charges a separate fee.

“User” means an individual who is authorized by Client to use the Products and to whom Client (or Active at Client’s request) has supplied a user identification and password. Users may include employees, consultants, contractors and agents of Client, and third parties with which Client transacts business, but shall not include Client’s End User.

Docusign Envelope ID: C9056152-6C13-84C8-83CD-AE750C4141EE

Contract # 00138571
Version: 07/05/24 Page 1 of 3 Recreation and Membership Management Product Attachment DC2 - Restricted Recreation and Membership Management Product Attachment

This document is a “Product Attachment” as defined in the General Terms entered into by Client and Active and is subject to and incorporates by reference the provisions of the General Terms. This Product Attachment is effective as of the date it is “accepted” (in accordance with the Preamble to the General Terms). Any capitalized terms not defined herein have the meaning ascribed to them in the General Terms.

1. SERVICES. Active will provide the Products related to events, camps, licenses, classes, tickets, contests, permits, facility/equipment use, transactions, sales, memberships, reservations, donations, and/or activities (together, “Events”), including without limitation access to its Products. Client agrees to cooperate with Active and to provide Active with certain information relating to Client’s organization as necessary for Active to provide the Products. Products provided hereunder are deemed delivered when access is made available to Client.

2. LICENSE TO INTELLECTUAL PROPERTY/PROMOTION.

2.1. Active hereby grants to Client a limited, non -exclusive, non-transferable, non-sublicensable license during the Term of this Product Attachment (a) to use the Products for the purposes of offering, promoting, managing, tracking, and collecting fees in connection with Client’s Event(s) solely in accordance with the Agreement and the Schedule, which for purposes hereof will include the support and maintenance handbook applicable to the Products (available for review in the Client portal), as may be updated from time to time, and (b) to display, reproduce, distribute, and transmit in digital form Active’s name and logo solely for the purposes set fo rth in this Section 2. Client her eby grants to Active a limited license to use information provided by Client relating to Client’s organization and Event, whi ch may include content regarding the Event, Client’s organization’s name, trademarks, service marks, and logo (collectively, the “Marks”), in connection with the promotion of Client’s organization or Events and the Products that Active provides.

2.2. Client will make reasonable efforts to promote and encourage the use and availability of the Products in connection with the promotion of Events. During the Term of this Product Attachment, Active will be the sole and exclusive provider of registration software and other services similar to the Products provided to Client hereunder for all of Client’s Events for which registration begins during the Term of this Product Attachment until the Event occurs . For clarity, if an Event occurs after this Agreement is terminated, other than for Active’s uncured material breach, and registration for such Event begins during the Term of this Agreement, then Active Products shall be used. Client expressly understands and agrees that the exclusivity set forth in this Section 2.2 is consideration in exchange for the pricing and other benefits being provided to Client hereunder. Without limiting the foregoing, Client will not enter into any agreement, arrangement, or relationship with any other party that offers online registration or transaction processing services similar to the Products provided to Client hereunder.

2.3. Active may present commerce offers to users who register for, sign up, or otherwise use the Products in connection with the Events (“End Users”). Any such End Users may opt in to receive information, items, or promotions/deals from Active or third parties, in which case, Active or such third party will be responsible for fulfillment and providing customer service for any such offers. Client will not present any competing offers to End Users.

3. PRIVACY AND DATA PROTECTION.

3.1 End User Personal Information. The Products are designed to enable Client to collect information from and about End Users. Information that identifies, re lates to, describes, is reasonably capable of being associated with or could reasonably be linked, directly or indirectly, with a p articular End User shall be referred to herein as “End User Personal Information.” The Products process two forms of End User Personal Information:

3.2 End User Accounts. When an End User interacts with the Products for the first time, Active creates an account for that End User (“ End User Account”). Active authenticates the End User in future interactions with the Products by requiring the End User to log in to their End User Account. Active maintains End User Accounts pursuant to the Terms of Use and Privacy Notice that Active displays to the End User when the End User creates the End User Account.

3.3 Participant Information. Client will have the ability to use the Products to collect a wide variety of End User Personal Information from authentica ted End Users, including through the use of forms and features that enable the collection of images and other attachments (“Participant Information”). As between the Parties, Client is exclusively responsible for providing any notices, procuring any consents, and otherwise taking any steps that are necessa ry to ensure that Active’s collection, storage, and processing of Participant Information on behalf of Client, as contemplated by this Agreement, is compliant with Data Protection Laws. For the purposes of this Product Attachment, “Data Protection Laws” means all local, state, federal and foreign privacy, security, marketing and consumer protection laws and regulations applicable to the processing of Participant Information. Active will process Participant Information solely for the purpose of providing the Products to Client, and as otherwise permitted by Data Protection Laws. Client agrees that it will process Participant Information at all times in compliance with Data Protection L aws, and that it will not use any Participant Information to communicate with any End User in a manner that violates the CAN -SPAM Act, the Canadian Anti -Spam Legislation, the Telephone Consumer Protection Act, or any other law or regulation applicable to Client’s outreach to End Users via email or SMS. Client further agrees that Client will not permit any Affiliate or third party to access or process any Participant Information in a manner inconsistent with this Agreement, or in a manner which would cause Active’s processing of such Participant Information, as contemplated by this Product Attachment, to violate Data Protection Laws. If Client is subject to a Data Protection Law that requires the Parties to enter into a Data Protection Addendum that includes terms supplemental to this Product Attac hment, it is Client’s obligation to notify Active of that requirement.

3.4 Data Retention. The Products are not designed to serve as a permanent system of record. During the Term, Active reserves the right to delet e any Participant Information that has not been accessed or modified within a trailing period of five (5) years. At the conclusion of the Term, Active will: (i) convert all Participant Information to a backup format approximately thirty (30) days after the end of the Term; and (ii) permanently delete all Participant Information approximately one (1) year after the end of the Term. If Client is subject to any legal obligation that would require Client to maintain any Participant Information for a longer peri od than those set forth in this Section 3.2, it is Client’s responsibility to retrieve that Participant Information from the products and to store it in another format within the time periods allotted.

Notwithstanding anything else set forth in the Agreement or in this Product Attachment, Active sh all not be in any way responsible for any negative consequences associated with Client’s failure to adhere to the requirements set forth in this Section 3.2.

3.5 Prohibition on Certain Categories of Participant Information . The Products are customizable, meaning Client has the ability to choose what kinds of Participant Information Client will use the Products to collect. Client agrees, however, that Client will not use the Products to collect or otherwise process: (i) any personal health information that is subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its accompanying regulations, or any relevant amendments thereto; (ii) any Participant Information from or about a minor, without procuring and documenting a prior consent that meets the requireme nts of any applicable Data Docusign Envelope ID: C9056152-6C13-84C8-83CD-AE750C4141EE

Contract # 00138571
Version: 07/05/24 Page 2 of 3 Recreation and Membership Management Product Attachment DC2 - Restricted Protection Laws, and maintaining such documentation for the duration of the Term; (ii) any cardholder data subject to the Payment Card Industry Data Security Standard (“PCI-DSS”), or any other payment card or financial account information, except within pre-defined fields designed for that purpose; or (iii) any unredacted social security numbers or other similar government identifiers, except within pre-defined fields designed for that purpose. If Active discovers any violation of this Section 3.3 by Client, Active reserves the right to promptly and securely dispose of any prohibited Participant Information found within the Products.

3.6 User Accounts. Client is exclusively responsible for: (a) creating and defining under Client’s account in the Products any logons or IDs for Client’s Users of the Products; and (b) defining and maintaining at all times with respect to each such logon or ID the appropriate scope of the ap plicable User’s authority and permission with respect to the use of the Products and the security controls, restrictions, and limitations that apply with respect to each such User and his or her use of the Products.

Client is solely and exclusively responsible for all access and use of the Products (and for any resulting activity or communications) by Client or its Users or that occurs through the use of any logon or ID established by or with respect to Client or any of its Users. Active shall not be liable or responsible for any activity, loss, or damage arising from any unauthorized access to or use of any such logons or IDs or resulting from any failure by Client or its syste m administrator to establish or assign an appropriate scope of authority or permission, or appropriate security controls, restrictions, or limitations, with respect to any gi ven User, logon, or ID. Client shall immediately notify Active of any known or suspected unauthorized access to or use of Client’s account, or of any logons or IDs established or assigned with respect to Client or its Users, of which Client becomes aware.

4. FEES.

4.1. Client will pay the fees as more fully described in the applicable Schedule. Unless otherwise set forth in the applicable Schedule, Active will charge registration fees to individuals who register for the Events or purchase goods or services online, and will process and collect such fees as a payment facilitator according to the card networks. On a bi-weekly basis, unless otherwise set forth in the applicable Schedule, Active will pay Client sums due to Client based on the t otal fees collected, net of Active’s service fees as set forth in the applicable Schedule and any other deductions provided herein. The applicable currency will be set forth in the Schedule.

4.2. If applicable, any minimum volume commitment will be set forth in the applicable Schedule. The minimum volume calculation will begin on the date of the first live operational use of the Products for the Event(s) (“Go-Live Date”). If the Schedule indicates that Client is paying on a subscription basis, unless otherwise specified in the applicable Schedule, Client will be invoiced for the first month of subscription fees upon the Go -Live Date, with subsequent subscription fees being invoiced monthly.

4.3. If (a) there are any overdue or overage amounts owed by Client; or (b) there are returned charges or items, including those resulting from any error or complaint related to an Event, Active has the right to charge fees owed to Active by Client by issuing an invoice, or by offsetting the deficiency from any account balance Client maintains with Active or any payment Active owes Client.

4.4. In the event Client is entering into this Product Attachment and using the Products for the benefit of a third-party Event or organization (“Third-Party Recipient”), Client agrees that Active can remit amounts directly to the Third-Party Recipient identified by Client. In addition, Client will cause each Third-Party Recipient to agree to and comply with provisions that are at least as protective of Active as Sections 3 and 4 of the General Terms in Client’s agreement with such Third-Party Recipient.

Should Client fail to obtain such agreement to such provisions and the failure results in costs or damages to Active, to the extent not prohibited by law, Client agrees to defend, indemnify, and hold Active harmless from any such costs and damages, including, without limitation, reasonable attorneys’ fees. In addition, Client is responsible and liable for each Third-Party Recipient’s compliance with the terms and conditions of the Agreement.

4.5. It is Client’s responsibility to notify End Users of Client’s refund policy. Client must ensure that Client’s refund p olicies are consistent with the Agreement. Client agrees that all fees for a given Event are earned by Client only following either the conclusion or delivery of the applicabl e Event (as applicable) and all amounts ultimately due to Client will be net of all service fees, reversals, refunds, disputed charges, chargebacks and other deducti ons whether due to customer complaints, allegations of fraud, discrepancies related to the applicable Event or otherwise. No payments will be made to Client with respect to any Event that is cancelled. If payments have already been made by Active to Client for a cancelled Event or if Active reasonably determines that it is prudent or otherwise necessary to pay a refund to or honor a chargeback request from an End User, Active may issue an invoice or offset an equivalent amount from Client’s account or payment owed by Active to Client and return the value to the End User, and if sufficient funds are not available, Client must reimburse Active on demand. Active will notify Client of the reason for such offset provided that it is lawful to do so.

4.6. Client hereby authorizes and appoints Active as its limited agent to initiate payment card and ACH credit or debit entries to and from Client’s bank account.

Payment by Receiver (in the case of ACH entries) or card networks (in the case of Payment Card tr ansactions) to Active is considered the same as payment made directly to Client. Client, upon receipt of funds by Active, must (1) provide the purchased goods or services to the End Use r, or (2) credit the End User for the full amount of funds received by Active, which credit is not revocable by Client, and evidence this credit in writing in a form capable of being retained for future reference.

For transactions involving goods or services, Client must provide the purchased goods and services as agreed to between Client and End User, regardless of whether Active transmits the funds to Client.

5. TERM AND TERMINATION.

5.1. Unless otherwise set forth in the applicable Schedule, this Product Attachment will commence on January 1, 2026 and will continue in effect until the earlier to occur of (i) its termination in accordance with the terms and conditions below and (ii) the third anniversary of the Effective Date (the “ Initial Term”). This Product Attachment shall renew automatically following the Initial Term for subsequent renewal terms thereafter of three (3) years (the “Renewal Term(s)”, and, together with the Initial Term, the “ Term”) unless either Party delivers written notice to the other Party at least six (6) months prior to the expiration of the then -current Term of its intent to terminate this Product Attachment upon the completion of the Initial Term or any Renewal Term. Unless otherwise set forth in the applicable Schedule, to the extent that Client enters into a Schedule for additional Products that are related to or interoperable with the Products set forth in a previously entered into Schedule, the Term of such subsequent Schedule will be concurrent and coterminous with the Term of the previously entered into Schedule.

5.2. If Client has entered into a sub-merchant agreement for payment processing services, and such agreement is terminated by the applicable acquiring bank, Active may terminate this Product Attachment and the effected Schedule.

6. NON-APPROPRIATION.

Docusign Envelope ID: C9056152-6C13-84C8-83CD-AE750C4141EE

Contract # 00138571
Version: 07/05/24 Page 3 of 3 Recreation and Membership Management Product Attachment DC2 - Restricted Client’s obligations and all amounts payable hereunder are contingent upon sufficient appropriations therefor e by Client’s Governing Body. If sufficient appropriations are not made, Client will notify Active of the same, and this Agreement will terminate forthwith. Client represents that it intends to fulfill its obligations under this Agreement and reasonably believes that funds in amounts sufficient to fulfill these obligations lawfully can and will be appropriated and made available for this purpose.

In the event funds are not appropriated in amounts sufficient to fulfill these obligations, Client shall use its best efforts to satisfy any requirement for payment from any other source of funds legally available for this purpose. Notwithstanding the foregoing, Client shall notify Active within ten (10) days of any action by Client's governing body not to appropriate funds for payment of Client's obligations hereunder, and will provide with such notice a copy of the resolution, minutes or recording of such action.

7. MISCELLANEOUS.

7.1. Sections 5 and 7 of this Product Attachment and any fees owed by Client will survive any termination or expiration of the Agreement.

7.2. The “Liquidated Damage Amount” equals the “Annual Projected Contract Value” (to the extent such amount is specified in the applicable Schedule(s)) times the number of years in the then -current Term, minus the amount of revenue already paid to Active during the then -current Term, net o f all refunds, credit card chargebacks, and all other deducted amounts. Client agrees that (a) it will pay Liquidated Damages to Active if (i) Client br eaches its exclusivity obligations under Section 2.2 of this Product Attachment; (ii) Active terminates a Schedule and/or the Agreement in accordance with Section 5.2 of the General Terms; (iii) Client fails to cause an assignment as specified in Section 6.2 of the General Terms; and/or (iv) Active terminates a Schedule and/or the Agreement pursuant to Section 6.3 of the General Terms; (b) all Liquidated Damage Amounts set forth in the Agreement will automatically reset during each Renewal Term; (c) Active may offset any Liquidated Damages Amount set forth in the Agreement from any account balance Client maintains with Active or any payment Active owes Client; (d) because of the difficulty in making a precise determination of actual damages incurred by Active, the Liquidated Damage Amount will be assessed, not as a penalty, but as a reasonable approximation of costs incurred by Active and Active’s loss of revenue; and (e) that in any suit or other action or proceeding involving the a ssessment or recovery of liquidated damages, the reasonableness of the Liquidated Damage Amount will be presumed and the liquidate d damages assessed will be in addition to every other remedy now or hereinafter enforceable at law, in equity, by statute, or under the Agreement.

Docusign Envelope ID: C9056152-6C13-84C8-83CD-AE750C4141EE

Contract # 00138571
Version: 07/05/24 Page 1 of 2 Third-Party Hardware Product Attachment DC2 - Restricted

THIRD-PARTY HARDWARE PRODUCT ATTACHMENT

This document is a “Product Attachment” as defined in the General Terms entered into by Client and Active and is subject to a nd incorporates by reference the provisions of the General Terms. This Product Attachment is effective as of the date it is “accept ed” (in accordance with the Preamble to the General Terms). Any capitalized terms not defined herein have the meaning ascribed to them in the General Terms.

1. PURCHASE AND SALE; DELIVERY.

1.1 Active hereby agrees to sell to Client, and Client hereby agrees to purchase from Active, the Third -Party Products listed in the applicable Schedule in the volumes and at the prices described therein. For purposes of this Product Attachment, “ Third-Party Products” means those hardware, firmware and/or software products, provided to Active by third parties, listed in the Schedule, together with all user manuals and other documents accompanying the delivery of the Th ird-Party Products, provided that the Third-Party Products shall not include Products developed by Active.

1.2 Active will ship all or any part of the Third -Party Products to Client as soon as reasonably practicable (or, if the below -described purchase order documentation does not seek immediate shipping, at the time Active considers reasonable in order to meet the desired delivery date described) after receipt by Active of a purchase order from Client specifying the particular Third-Party Products sought, the number of such Third-Party Products sought, the price payable therefore, and the desired date and location of delivery thereof. Any such purchase order must, at a minimum, reference quantity, description and price.

1.3 Following delivery by Client of any purchase order documentation described in Section 1.2, no changes by Client to the shipment schedule described therein will be permitted unless Active is notified thereof in writing at least ninety (90) days in advance of the delivery date sought in such purchase order documentation.

1.4 Purchase orders delivered by Client to Active in respect of Third-Party Products are not binding upon Active until accepted by Active in writing. In any case, despite any indication to the contrary contained in any such purchase order documentation, no terms or conditions on purchase order documentation issued by Client, other than the information required by Active as set forth expressly in this Agreement, will be binding upon Active, nor will any such terms or conditions modify or supplement this Agreement in any way, notwithstanding the fact that Active may accept or otherwise approve such purchase orders. Active reserves the right to refuse any such purchase order for any reason not contrary to this Agreement, including without limitation pricing differences as described in Section 2.2.

1.5 Client may purchase Third-Party Products in addition to those listed in the Schedule by issuing additional purchase order documentation as described herein, provided that the supply (or non-supply) of such additional Third-Party Products will be subject to this Agreement as though such additional Third -Party Products had been included in the Schedule on the date of execution of Schedule subject to the following: (a) the price for such additional Third-Party Products is subject to agreement between the parties each in their own absolute discretion, and (b) Active shall have the right to discontinue delivery of such additional Thir d-Party Products upon at least ninety (90) days written notice to Client without any liability to Client whatsoever for such discontinuance.

2. CHARGES AND PAYMENTS.

2.1 The pricing applicable to Third-Party Products is as set out in the Schedule in the form finally agreed to by the Parties.

2.2 Client acknowledges that: (a) the prices described in the Schedule are applicable for thirty (30) days after the date of execution hereof, and such prices are based upon Client taking delivery of the full number of any particular Third-Party Product listed in the Schedule in a single shipment; and (b) Client hereby agrees that after the expiry of such initial thirty (30) day period or, in case of Client seeking, in a particular shipment, delivery of less than all of the Third -Party Products of a particular type listed the Schedule, the actual prices may be higher. Prior to shipment of any Third-Party Products that would be subject to pricing that differs from that described in the Schedule, Active will notify Client of any such different pricing and Client will accept such different pricing, as mutually agreed between Client and Active, in writing.

3. SUPPORT FOR THIRD-PARTY PRODUCTS.

3.1 For the purpose of isolating support issues and responsibility in respect of Third -Party Products and their interaction with any Products, Active will provide initial first-tier support, to a maximum of fifteen (15) minutes per support inquiry.

3.2 Client may return certain purchased Third-Party Products for a refund or credit, minus the Restocking Fee, as further described in the applicable schedule.

To be eligible for such refund, the equipment must be: (i) returned within forty-five (45) days of the original purchase; (ii) returned in its undamaged packaging without any labels or writing on the packaging; (iii) no additional transactions ran on the device, with the exception of test transactions made by Active support. Third -Party Products received by Active not in their original condition will be returned to Client at Client’s expense.

4. PROPRIETARY RIGHTS.

4.1 Client acknowledges that any Third -Party Products supplied by Active hereunder are supplied by Active as a reseller thereof and that the Third -Party Products are subject to the Intellectual Property rights of the various third -party developers and/or manufacturers thereof, as applicable, including without limitation copyright, trade secret, trademark, and patent rights. Client will maintain in confidence and not use or disclose any and all confidential business or technical information connected with any Third-Party Product except as specifically permitted by a party having legal control of such rights, and Client will defend or sett le any claim made or any suit or proceeding brought against Active insofar as such claim, suit, or proceeding is based on an allega tion that any Third -Party Product provided to Client hereunder has been installed, used, or otherwise treated by Client or any client or customer of Client in violation of the pr oprietary rights of any third party or on an allegation that Client or any client or customer of Client has disclosed or used any confidential business or technical information connected with any Third-Party Product, provided that Active will notify Client in writing promptly after the claim, suit, or proceeding is known to Active and will give Client such information and assistance as is reasonable in the circumstances. Client will have sole authority t o defend or settle any such claim at Client’s expense. To the extent not prohibited by law, Client will indemnify and hold Active harmless from and against any and all such claims and will pay all damages and costs finally agreed to be paid in settlement of such claim, suit or proceeding.

4.2 Client acknowledges that the possession, installation and use of all Third-Party Products which are software shall be governed by the terms of the software license(s) of the persons other than Active who possess the rights to control such possession, installation and use.

Docusign Envelope ID: C9056152-6C13-84C8-83CD-AE750C4141EE

Contract # 00138571
Version: 07/05/24 Page 2 of 2 Third-Party Hardware Product Attachment DC2 - Restricted

5. WARRANTY.

5.1 Active warrants to Client that Active has the right to deliver the Third-Party Products subject to any documentation accompanying such Third-Party Products at the time of delivery and/or any licensing mechanisms, physical, electronic or otherwise, included in any Third-Party Products that are software.

5.2 Third-Party Products are warranted by the manufacturers, suppliers or licensors thereof in accordance with the warranty statements accompanying delivery of the Third-Party Products, and Client agrees that Client will rely solely on such Third -Party Product warranties. Client agrees not to make a claim against Active on account of any warranty, express or implied, which may apply to any Third-Party Product. If Client notifies Active of a defect or nonconformity within thirty (30) days of the date of delivery of such Third-Party Product, Active will assist Client in troubleshooting such Third-Party Product in accordance with Section 3. If such defect or nonconformity cannot be remedied during such troubleshooting and such Third -Party Product is still under the Third -Party Product warranty, Active shall contact the applicable manufacturer, supplier or licensor of such Third -Party Product to coordinate any returns or refunds. If a notice of a defect or nonconformity is received by Active from Client of the defect or nonconformity following the initial the thirty-day (30) period, Active’s sole obligation and liability will be to provide support in accordance with Section 3. Returns and refunds are at the sole discretion of the applicable manufacturer, supplier or licensor.

Docusign Envelope ID: C9056152-6C13-84C8-83CD-AE750C4141EE

ALLNEW/RENUS/INT
USD 1,475,950.00Total Processing
Volume
USD 50.00Average
Registration Cost
29,519First Year
Registrations

1000 Webster St
Fairfield, CA 94533 United States
Shipping Address
Stacy PhillipsShipping Contact
1000 Webster St
Fairfield, CA 94533 United States
Billing Address
Stacy PhillipsBilling Contact
City of Fairfield, CABilling Entity
[email protected] Email
Christopher QuinonezOpportunity Owner
[email protected] Signatory
Email
Stephanie BunchSchedule Signatory
City of FairfieldCustomer Legal
Entity Name
USDCurrency
6/30/2026Quote Expiration
Date
5/7/2026Created Date
00138571Schedule #Three Alliance Center, 29th Fl.
3550 Lenox Rd. #3000
Atlanta, GA 30326
US
Company Address
Product Product Type Description Quantity Fee
%
Total
Price
ACTIVENet (invoiced
annually)
Subscription
Software   1   27,000.00
ACTIVENet - Core
Module: Childcare NC   1
ACTIVENet - Core
Module: Facility
Reservation
NC   1
ACTIVENet - Core
Module: League
Management
NC   1
ACTIVENet - Core
Module: Memberships NC   1
ACTIVENet - Core
Module: Point of Sale
(POS) / Equipment
Lending
NC   1
ACTIVENet - Core
Module: Program & NC   1
Docusign Envelope ID: C9056152-6C13-84C8-83CD-AE750C4141EE

ALLNEW/RENUS/INT
Active reserves the right and may take additional measures to verify Client’s account which may consist of reviewing publicly available data and/ confirmation of Client provided information. Such verification measures will be completed in advance of remittance.

All fees described herein are in consideration of the Products that Active provides. Active and Client acknowledge that certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit card vs. debit card), and therefore, each agree not to impose such a surcharge on any End User.

The payment options we offer may include MasterCard, Visa, American Express and Discover. *Sales tax and shipping not included in total price. Sales tax and shipping, where applicable, will be added to your invoice.

Capitalized terms used in this Schedule and not defined have the meaning set forth in the General Terms or Product Terms, as applicable.

USD 30,600.00Total Price
Activity Registration
ACTIVENet - Donations
& Fundraising NC   1
ACTIVENet - Gateway
API: Pro Integration (up
to 600K API calls/month,
invoiced annually)
Subscription
Software
For the first three months of the Initial Term, Client is allowed unlimited API calls on the production and trainer environments. After the first three months, and for the remainder of the Initial Term, the subscription includes up to 600,000 API calls per month on production and 50,000 API calls on trainer environments.
1   3,600.00
ACTIVENet - Projected
Annual Processing
ACTIVENet - Public
Interface Fee Setup
(passed to participant)
NC   1
ACTIVENet - Public
Interface: Transaction
Fee (%)
Transactional
Software
Fee for consumer online transactions, separate from in-person (Staff Interface) transactions 1 3.00
ACTIVENet - Staff
Interface Fee Setup:

Credit Card (passed to
participant)
NC   1
ACTIVENet - Staff
Interface: Credit Card
Fee (%)
Transactional
Software   1 3.00
ACTIVENet - Staff
Interface: Credit Card
Refund Fee (Flat)
Transactional
Software   1   0.10
ACTIVENet - Staff
Interface:
eCheque/eCheck Fee
(%)
Transactional
Software   1 0.50
Docusign Envelope ID: C9056152-6C13-84C8-83CD-AE750C4141EE

ALLNEW/RENUS/INT
Active Network, LLC
Signature:
______________________________________________________
Printed Name:
______________________________________________________
Title:
______________________________________________________
Date:
______________________________________________________
Customer Legal Entity
Signature:
______________________________________________________
Printed Name:
___________________________________________________
Title:
__________________________________________________________ Date:
__________________________________________________________ PO# (if applicable):
_______________________________________________
Schedule Acceptance Information
Docusign Envelope ID: C9056152-6C13-84C8-83CD-AE750C4141EE 05/07/26 | 4:50 PM CDT
Kevin Farmer, VP, Sales
Kevin Farmer
CN

Agenda Item No: K.7

AGENDA REPORT
DATE: June 2, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2026 -111 PD Legal Representation for Personnel Matters for the Fairfield Police Department

Authorizing the City Manager to Execute a Professional Services Agreement Between the City of Fairfield and Bertrand, Fox, Elliot, Osman, and Wenzel, LLP to Provide Legal Representation for Personnel Matters for the Fairfield Police Department

Funding Source: $650,000; General Fund

Contact: Dan Marshall, (707) 428-7374

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The Police Department seeks approval to enter into a Professional Services Agreement with Bertrand, Fox, Elliot, Osman, and Wenzel, LLP (BFEOW) for legal representation in the Police Department’s personnel, disciplinary, and employment matters.

DISCUSSION
Bertrand, Fox, Elliot, Osman, & Wenzel, LLP (BFEOW) has a long history of representing municipal agencies in Sol ano County and possesses expertise in public safety personnel matters and litigation areas that are beneficial to the City of Fairfield. BFEOW is regarded as an expert in this highly specialized field, and their on -going counsel is an asset to protecting t he City’s interests.

Since 2017, the Police Department has retained BFEOW for representation in personnel investigations, disciplinary matters and litigations. Recently, the Fire Department has also begun using them for personnel matters.

As the need for their services continues, the proposed contract is for three years with a not to exceed amount of $390,000 with an option to extend the agreement for two additional one-year terms with a not to exceed amount of $130,000 per extension.

FINANCIAL IMPACT
The Professional Services Agreement with BFEOW for legal representation for personnel matters will authorize a not -to-exceed contract for $390,000. Total authorization for this contract is $650,000 ($390,000 + $130,000 + $130,000 (two additional one-year terms)). Funds for services are budgeted in the General Fund for the Police Department (Fund 101, Division and Responsibility Code 50101, and General Code 8902).

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
Council may choose to not app rove the proposed resolution which would result in the Police Department not having the much-needed support for police officers.

COORDINATED WITH
N/A

STAFF CONTACT
Nicholas McDowell, Police Captain
(707) 428-7513
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Proposed Agreement

CITY OF FAIRFIELD

RESOLUTION NO. 2026-111

AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF FAIRFIELD AND BERTRAND, FOX, ELLIOT, OSMAN, AND WENZEL, LLP

TO PROVIDE LEGAL REPRESENTATION FOR PERSONNEL MATTERS FOR THE FAIRFIELD POLICE

DEPARTMENT

WHEREAS, On July 1, 2024, the City of Fairfield entered into a Professional Services Agreement with Bertrand, Fox, Elliot, Osman, & Wenzel, LLP to provide legal representation for public safety personnel matters for the City of Fairfield; and

WHEREAS, the current term will end on June 30, 2026; and

WHEREAS, City staff recommend Bertrand, Fox, Elliot, Osman, & Wenzel, LLP, which specializes in providing these services to government agencies; and

WHEREAS, entering into an agreement with Bertrand, Fox, Elliot, Osman, & Wenzel , LLP will ensure continuity of services; and

WHEREAS, the City and Bertrand , Fox, Elliot, Osman, & Wenzel, LLP wish to enter into a three year agreement.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. The agreement between the City and Bertrand , Fox, Elliot, Osman, & Wenzel, LLP is entered into for a period of three years, expiring on June 30, 2029.

Section 2. The city manager is hereby authorized and directed to execute, on behalf of the City of Fairfield, the proposed Professional Services Agreement between the City and Bertrand, Fox, Elliot, Osman, & Wenzel, LLP in an amount not-to-exceed $390,000.

Section 3. The city manager is hereby authorized to execute any future necessary amendments to the agreement including two additional one-year terms in an amount not-to-exceed $130,000 annually.

RES. NO. 2026-111

PASSED AND ADOPTED this 2nd day of June 2026, by the following vote:

AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS:

ABSENT: MEMBERS:

ABSTAIN: MEMBERS:

________________________________________________
MAYOR

ATTEST:

____________________________

CITY CLERK

1 Revised 1/09/2025

PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made at Fairfield, California, as of July 1, 2026, by and between the City of Fairfield, a municipal corporation (the “CITY") and Bertrand, Fox, Elliot, Osman & Wenzel, LLP ("CONSULTANT"), who agree as follows:
1) SERVICES. Subject to the terms and conditions set forth in this Agreement, CONSULTANT shall provide to the CITY the services described in Exhibit “A,” which consists of the proposal submitted by CONSULTANT. CONSULTANT shall provide said services at the time, place, and in the manner specified in Exhibit “A.”
2) PAYMENT. CITY shall pay CONSULTANT for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit “ A.” The payments specified in Exhibit “A” shall be the only payments to be made to CONSULTANT for services rendered pursuant to this Agreement.

CONSULTANT shall submit all billings for said services to the CITY in the manner specified in Exhibit “B.” 3) FACILITIES A ND E QUIPMENT. CONSULTANT shall, a t it s sole c ost an d e xpense, fu rnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. 4) GENERAL PROVISIONS . The general provisions set forth in Exhibit “C” are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the provisions set forth in Exhibit “C” shall control. 5) INSURANCE REQUIREMENTS. The insurance requirements set forth in Exhibit “D” are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the requirements set forth in Exhibit “D” shall control. 6) BUSINESS LICENSE. The CONSULTANT shall obtain and keep current a business license for work within the City of Fairfield pursuant to Chapter 10B of the Fairfield City Code, with respect to the gross receipts received pursuant to this Agreement. No payments shall be made to any SERVICE PROVIDER until such business license has been obtained, and all fees paid therefore, by the CONSULTANT. Business license applications and information may be obtained from the Community Development Department, Fairfield City Hall, 1000 Webster Street, Fairfield, CA 94533-4883, (707-428- 7509) and online at www.fairfield.ca.gov/biz.
7) EXHIBITS. All exhibits re ferred t o h erein ar e at tached h ereto an d are b y t his re ference incorporated herein.
8) TERM. This agreement shall be in effect through June 30, 2029, with an option to extend for up to two (2) additional one-year terms upon mutual written agreement. 9) GOVERNING LAW AND VENUE. Should either Party to this Agreement bring legal action against the other, the validity, interpretation, and performance of this Contract shall be controlled by and construed under the laws of California, excluding California’s choice of law rules. Venue for any such action relating to this Agreement shall be in the Solano County Superior Court. 10) Where applicable, vehicles with a GVWR greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board Advanced

2 Revised 1/09/2025
Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets

11) ENTIRE AGREEMENT. This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between CITY and CONSULTANT.

This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be modified or amended, nor any provision or breach waived, except in a writing signed by both parties which expressly refers to this Agreement. 12) COUNTERPARTS. This Agreement may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes. 13) NOTICES. This Agreement is managed and administered on the CITY’s behalf by the individual named below. All invoices must be submitted and approved by this individual and all notices shall be given to the CITY using the following contact information:

CITY Contact: Nicholas McDowell
E-mail: [email protected]
Address: 1000 Webster Street, Fairfield, CA 94533
Telephone: 707-428-7645
Notices must be given to CONSULTANT at the following:

CONSULTANT Contact: Thomas F. Bertrand
E-mail: [email protected]
Address: 2749 Hyde Street, San Francisco, CA 94109
Telephone: 415-859-0105

EXECUTED as of the day first above-stated.

City of Fairfield, a municipal corporation

By:__________________________________
David Gassaway, City Manager

CONSULTANT

By:___________________________________
Thomas F. Bertrand

3 Revised 1/09/2025
EXHIBIT “A”

SCOPE OF SERVICE

Police employment, personnel and disciplinary matters with hourly rates as follows:

$310 for Partners
$285 for Associates
$105 for Paralegals

NON-REIMBURSABLE SERVICES. CITY shall not reimburse Attorneys for ordinary overhead expenses or unusual expenses which do not have prior written authorization from CITY's Chief of Police.

EXTRAORDINARY EXPENSES. CITY's Chief of Police will review and approve in writing all requests for extraordinary expenses before the same is incurred by Attorneys. By way of example, extraordinary expenses shall include expenses for preparing complex litigation motions, retaining experts and consultants, and preparing lengthy/detailed documents or reports.

4 Revised 1/09/2025
EXHIBIT “B”

PAYMENT

1) The total contract price for services rendered by CONSULTANT under this Agreement shall not exceed $390,000.

2) Payment shall be made to CONSULTANT on a time and materials basis, and CONSULTANT shall submit monthly invoices to the Fairfield Police Department for the same to:

[email protected]
3) Any additional meetings or work required beyond that set forth in Exhibit “A” shall be mutually agreed to in writing by the CITY and CONSULTANT, and shall be billed on a time and materials basis to the CITY.

5 Revised 1/09/2025
EXHIBIT “C”

GENERAL PROVISIONS
1) INDEPENDENT CONSULTANT. At all times during the term of this Agreement, CONSULTANT shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONSULTANT only insofar as the results of CONSULTANT's services rendered pursuant t o this Agreement; however, CITY shall not have the right to control the means by which CONSULTANT accomplishes services rendered pursuant to this Agreement. 2) LICENSES; PERMITS; ETC. CONSULTANT represents and warrants to CITY that CONSULTANT has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required for CONSULTANT to practice CONSULTANT's profession. CONSULTANT represents and warrants to CITY that CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any licenses, permits, and approvals which are legally required for CONSULTANT to practice his profession.
3) TIME. CONSULTANT shall devote such services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONSULTANT's obligations pursuant to this Agreement. CONSULTANT shall adhere to the Schedule of Activities as described in their Executive Summary.
4) CONSULTANT NOT AN AGENT. Except as CITY may specify in writing, CONSULTANT shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent.

CONSULTANT shall have no authority, express or implied, pursuant to this Agreement, to bind CITY to any obligation whatsoever.
5) ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect.
6) PERSONNEL. CONSULTANT shall assign only competent personnel to perform services pursuant to this Agreement. In the event that CITY, in its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by CONS ULTANT to perform services pursuant to this Agreement, CONSULTANT shall remove any such person immediately upon receiving notice from CITY of the desire of CITY for the removal of such person or persons. 7) STANDARD OF PERFORMANCE. CONSULTANT shall perform all services required pursuant to this Agreement. Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged in the geographical area in which CONSULTANT practices his profession. All products which CONSULTANT delivers to CITY pursuant to this Agreement shall be prepared in a workmanlike manner, and conform to the standards of quality normally observed by a person practicing in CONSULTANT's profession. CITY shall be the sole judge as to whether the product of the CONSULTANT is satisfactory.
8) CANCELLATION OF AGREEMENT. This Agreement may be canceled at any time by the CITY at its discretion upon written notification to CONSULTANT. CONSULTANT is entitled to receive full payment for all services performed and all costs incurred up to and including the date of receipt of written notice

6 Revised 1/09/2025
to cease work on the project. CONSULTANT shall be entitled to no further compensation for work performed after the date of receipt of written notice to cease work. All completed and incomplete products up to the date of receipt of written notice to cease work shall become the property of CITY. 9) PRODUCTS OF CONSULTING. All products of the CONSULTANT provided under this Agreement shall be the property of the CITY.
10) INDEMNIFY AND HOLD HARMLESS.
a) If AGREEMENT is an agreement for design professional services subject to California Civil Code § 2782.8(a) and CONSULTANT is a design professional, as defined in California Civil Code § 2782.8(c)(2), to the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY and its elected officials, officers, agents, employees and designated volunteers (collectively “CITY Indemnitees”) from and against any and all claims, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s duty to defend shall consist of reimbursement of defense costs incurred by CITY in direct proportion to the CONSULTANT’s proportionate percentage of fault. CONSULTANT’s percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the CONSULTANT’s percentage of fault, the parties agree to mediation with a third party neutral to determine the CONSULTANT’s proportionate percentage of fault for purposes of dete rmining the amount of indemnity and defense cost reimbursement owed to the CITY.
b) If AGREEMENT is not an agreement for design professional services subject to California Civil Code § 2782.8(a) or CONSULTANT is not a design professional as defined in California Civil Code § 2782.8(c)(2), to the fullest extent allowed by law, CONSULTANT shall indemnify, defend, and hold harmless the CITY Indemnitees from all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra- hazardous activities, activities giving rise to strict liability, or defects in design by CONSULTANT or any person directly or indirectly employed by or acting as agent for CONSULTANT in the pe rformance of this Agreement, including the concurrent or successive passive negligence of the CITY Indemnitees.

It is understood that the duty of CONSULTANT to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.

Acceptance of insurance certificates and endorsements required under this Agreement does not relieve CONSULTANT from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.

CONSULTANT’S responsibility for such defense and indemnity shall survive termination or completion of this agreement for the full period of time allowed by law. 11) PROHIBITED INTERESTS. No employee of the CITY shall have any direct financial interest in this agreement. This agreement shall be voidable at the option of the CITY if this provision is violated.

7 Revised 1/09/2025
12) LOCAL EMPLOYMENT POLICY . The CITY desires wherever possible, to hire qualified local residents to work on city projects. Local resident is defined as a person who resides in Solano County.

The CITY encourages an active affirmative action program on the part of its contractors, consultants, and developers. When local projects require, subcontractors, contractors, consultants and developers will solicit proposals from qualified local firms where possible.

As a way of responding to the provisions of the Davis -Bacon Act and this program, contractor, consultants, and developers will be asked, to provide no more frequently than monthly, a report which lists the employee's name, job class, hours worked, salary paid, city of residence, and ethnic origin. 13) CONSULTANT NOT A PUBLIC OFFICIAL. CONSULTANT is not a "public official" for purposes of Government Code §§ 87200 et seq. CONSULTANT conducts research and arrives at his or her conclusions, advice, recommendation, or counsel independent of the control and direction of the CITY or any CI TY official, other than normal contract monitoring. In addition, CONSULTANT possesses no authority with respect to any CITY decision beyond these conclusions, advice, recommendation, or counsel. 14) EMPLOYMENT DEVELOPMENT DEPARTMENT REPORTING REQUIREMENTS . When the CITY executes an agreement for or makes payment to CONSULTANT in the amount of $600 (six hundred dollars) or more in any one calendar year, CONSULTANT shall provide the following information to CITY to comply with Employment Development Department (EDD) reporting requirements:
a) Whether CONSULTANT is doing business as a sole proprietorship, partnership, limited liability partnership, corporation, limited liability corporation, non -profit corporation or other form of organization.
b) If CONSULTANT is doing business as a sole proprietorship, CONSULTANT shall provide the full name, address and social security number of the sole proprietor. c) If CONSULTANT is doing business as other than a sole proprietorship, CONSULTANT shall provide CONSULTANT’S federal tax identification number.

8 Revised 1/09/2025
EXHIBIT “D”

INSURANCE REQUIREMENTS
CONSULTANT shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, or employees. 1) MINIMUM SCOPE AND LIMITS OF INSURANCE
a) Commercial General Liability coverage (occurrence Form CG 00 01) with minimum limits of $1,000,000 per occurrence for bodily injury, personal injury, products and completed operations, and property damage. If Commercial General Liability or other form wit h a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
b) Automobile Liability coverage (Form CA 00 01 with Code 1 – any auto) with minimum limits of $1,000,000 per accident for bodily injury and property damage. c) Workers’ Compensation insurance as required by the State of California and Employers’ Liability insurance, each in the amount of $1,000,000 per accident for bodily injury or disease. 2) INDUSTRY SPECIFIC COVERAGES
If checked below, the following insurance is also required.

Professional Liability Insurance / Errors and Omissions Liability in the minimum amount of $1,000,000 per occurrence.

Pollution Liability Insurance in the minimum amount of $1,000,000 per occurrence Garage Keepers Insurance in the minimum amount of $1,000,000 per occurrence Fidelity / Crime / Dishonesty Bond in the minimum amount of $____________ MCS-90 Endorsement to Business Automobile insurance for transportation of hazardous materials and pollutants
Builder’s Risk / Course of Construction Insurance in the minimum amount of $__________.

3) INSURANCE PROVISIONS
a) DEDUCTIBLES AND SELF-INSURED RETENTIONS. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials, employees and volunteers; or the CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. b) The general and automobile liability policies (and if applicable, pollution liability, garage keepers X

9 Revised 1/09/2025
liability and builder’s risk policies) are to contain, or be endorsed to contain, the following provisions:
i) The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the CONSULTANT; products and completed operations of the CONSULTANT; premises o wned, occupied or used by the CONSULTANT; and automobiles owned, leased, hired or borrowed by the CONSULTANT. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees or volunteers. ii) For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the CITY, its officers, officials, employees or volunteers shall be in excess of the CONSULTANT’S insurance and shall not contribute with it. iii) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers.
iv) The CONSULTANT’S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. v) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the CITY.
vi) The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce the CONSULTANT’S policy limits of coverage.

Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater. c) ACCEPTABILITY OF INSURER. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY.

VERIFICATION OF COVERAGE. CONSULTANT shall furnish the CITY with original endorsements effecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf; on forms equivalent to CG 20 10 11 85, subject to CITY approval; and submitted electronically via email at [email protected]. All insurance certificates and endorsements are to be received and approved by the CITY before work commences. At the request of the CITY, CONSULTANT shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. d) SUB-CONTRACTORS. CONSULTANT shall require all subcontractors to procure and maintain insurance policies subject to the requirements of Exhibit D. Failure of CONSULTANT to verify existence of sub- contractor’s insurance shall not relieve CONSULTANT from any claim arising from sub-contractors work on behalf of CONSULTANT.

Agenda Item No: K.8

AGENDA REPORT
DATE: June 2, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Ordinance 2026-03 PD Amending Chapter 8, Article I, Section 8.3, Chapter 56 of the Fairfield Municipal Code Regarding Explosives and Fireworks

Amending Chapter 8, Article I, Section 8.3, Chapter 56 of the Municipal Code Regarding Explosives and Fireworks in the City of Fairfield

Funding Source: N/A

Contact: Dan Marshall, (707) 428-7374

RECOMMENDED ACTION
Provide second reading and adopt Ordinance 2026-03.

STATEMENT OF ISSUE
Ordinance 2026 -03 was introduced on the May 26, 2026, City Council meeting. The City of Fairfield continues to face significant fire and public safety risks from illegal fireworks, especially during the Fourth of July and New Year’s Eve. Despite an existing prohibition, the current ordinance lacks clear definitions, enforcement provisions, and property -owner accountability, limiting its effectiveness. A targeted revision of the ordinance is necessar y to close these gaps and support modern enforcement tools, including drone-based response, in order to better deter illegal fireworks use and protect community safety.

DISCUSSION
The City of Fairfield has faced a significant and ongoing threat from wildland and residential fires, placing lives, property, and critical infrastructure at risk. This threat is substantially heightened during peak holidays, particularly the Fourth of July and New Year’s Eve. During these periods, data consistently shows a significant increase in public safety calls for service and 911 calls related to fireworks and unsafe fire activity. These spikes are largely attributed to the widespread use, ignition, and detonation of fireworks that are currently deemed illegal under ex isting city ordinance.

While the Fairfield Municipal Code addressing explosives and fireworks establishes that fireworks are prohibited, it lacks the specificity and enforcement mechanisms necessary to effectively mitigate this persistent issue. The ordinance does not provide a comprehensive definition of what constitutes “fireworks,” creating ambiguity that limits enforceability. Additionally, the current code fails to hold property owners or responsible parties accountable for permitting the use of illegal fireworks on their property or in adjacent public areas. This gap significantly undermines deterrence efforts and complicates enforcement actions.

As a result, illegal fireworks continue to pose a serious and preventable threat to public safety, contributing to increased fire risk, strain on emergency services, and disruption to the community.

Historically, the Fourth of July and New Year’s Eve have seen the highest call volumes for both police and fire services, driven largely by fireworks -related inc idents. Over the years, these incidents have also resulted in significant injuries to community members. Most notably, last year an individual suffered the traumatic loss of a hand due to the use of illegal fireworks, underscoring the very real and severe dangers associated with their use.

As the City enters the summer months, the risk posed by fireworks increases substantially, particularly in relation to fire hazards.

In January 2026, the Fairfield Police Department implemented a Real Time Intelligence Center, incorporating drones as first responders to enhance situational awareness and rapid response capabilities. While this technology provides a valuable tool for detection and response, its effectiveness is limited without a strengthened legal framewo rk to support enforcement and accountability related to this ordinance.

Combined with the deployment of drones as first responders, a strengthened ordinance will enable the City to quickly and effectively identify individuals who endanger the community through unlawful fireworks use and hold property owners accountable through administrative citations. Drones equipped with advanced imaging capabilities allow operators to pinpoint the origin of fireworks activity and, through integrated mapping and address identification technology, accurately determine the property from which the fireworks were ignited or detonated.

Accordingly, there is a clear need for a revised and more comprehensive ordinance that:
 Clearly defines prohibited fireworks and related activities  Establishes accountability for property owners and responsible parties  Strengthens enforcement provisions to deter illegal use

This ordinance has been drafted as a comprehensive public safety measure and is fully supported by the Fire Department. Its development reflects a coordinated, multi -agency approach to addressing the significant risks posed by illegal fireworks, with the shared goal of protecting life, property, and community well-being.

Enhancing the municipal code in alignment with modern enforcement capabilities will better protect the community, reduce fire risk, and ensure a safer environment for all residents.

FINANCIAL IMPACT
N/A

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
The council may choose not to adopt the attached ordinance.

COORDINATED WITH
City Attorney’s Office and Fire Department

STAFF CONTACT
Derrick Fok, Police Sergeant
(707) 399-7368
[email protected]

ATTACHMENTS
Attachment 2: Proposed Ordinance
Attachment 3: Exhibit A – Chapter 8 Fire Protection

CITY OF FAIRFIELD
ORDINANCE NO. 2026-03

AMENDING CHAPTER 8, ARTICLE I, SECTION 8.3, CHAPTER 56 OF THE MUNICIPAL CODE

REGARDING EXPLOSIVES AND FIREWORKS IN THE CITY OF FAIRFIELD

WHEREAS, the City Council finds that the sale, use and/or discharge of fireworks in the City of Fairfield, whether classified as "dangerous fireworks" and/or "safe and sane fireworks" (pursuant to Health and Safety Code Sections 12500 et seq.), will endang er life and property, and may encourage the use and/or discharge of fireworks in neighboring jurisdictions where their sale, use and/or discharge are prohibited unless prohibited and/or regulated as set forth in this chapter; and

WHEREAS, the City Council also finds that the City of Fairfield, which is partially in both moderate, high, and very high Fire Hazard Severity Zones pursuant to Chapter 8B of the Fairfield Municipal Code (“FMC”) and Government Code section 51178, must prohibit and/or regulate fire works in order to mitigate the risk of devastating wildfires which poses a grave threat to life, property, and community; and

WHEREAS, the City Council also finds that illegal fireworks continue to pose a serious and preventable threat to public safety, contribute to increased fire risk, strain on emergency services, and disruption to the community; and

WHEREAS, the City Council also finds that current ordinance under Chapter 8, Article I, Section

8.3, Chapter 56 of the Municipal Code lacks the specifici ty and enforcement mechanisms necessary to effectively mitigate the current danger of fireworks in our community; and

WHEREAS, the City Council also finds there is a clear need for a revised and comprehensive ordinance that clearly defines prohibited fire works and related activities, establishes accountability for property owner and responsible parties using and/or discharging fireworks, and strengthens enforcement provisions to deter illegal use and hold violators accountable;

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY ORDAINS AS FOLLOWS:

SECTION 1. The City Council hereby adopts all of the findings listed above.

SECTION 2. The current language of Chapter 8, Article I, Section 8.3, Chapter 56 of the Fairfield Municipal Code regarding “Explosives and Fireworks” is hereby amended by st riking all current language and inserting the amended language attached to this Ordinance as Exhibit A.

ORD. NO. 2026-03

SECTION 3. CEQA Exemption. Pursuant to the California Environmental Quality Act (“CEQA”) and the State CEQA Guidelines, the City Council in their own independent judgment has reviewed the whole record and has determined that this Ordinance is exempt from further environmental analysis pursuant to CEQA Guidelines Section 15061(b)(3). Under this Section, “CEQA only applies to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.” This code amendment amends enforcement of fireworks in the City of Fairfield, consistent with California state law, and does not involve actions that would result in a physical change to the environment.

SECTION 4. Severability. If any provision of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the validity of the remaining provisions or their applicati on and, to this end, the provision s of this Ordinance are severable.

SECTION 5. Interpretation. The City Manager, Fire Chief, Fire Marshal, Chief of Police, or their authorized representative s shall have the power to do all things necessary to enforce th e provisions of this Ordinance as is reasonably necessary to effectuate the purpose of this Ordinance.

SECTION 6. Effective Date. This Ordinance shall be effective 30 days following its adoption by the City Council. Within 15 days after passage, a summar y of this Ordinance shall be published in accordance with California Government Code Section 36933 together with the names of the City Councilmembers voting for and against it.

INTRODUCED at a regular meeting of the City Council of the City of Fairfield on the 26th day of May 2026, and