Agenda packet — Lathrop City Council, February 9, 2026 (part 1 of 3)

February 9, 2026 – Regular Meeting Agenda – 7:00 p.m.

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February 9, 2026 – City Council Regular Meeting – 7:00 p.m.

City Council Chamber
390 Towne Centre Drive
Lathrop, California
(209) 941-7200
www.ci.lathrop.ca.us
City Council
Paul Akinjo, Mayor
Jennifer Torres-O’Callaghan, Vice Mayor
Minnie Diallo, Councilmember
Stephen Dresser, Councilmember
Diane Lazard, Councilmember
City Staff
Stephen Salvatore, City Manager
Salvador Navarrete, City Attorney
Michael King, Assistant City Manager
Thomas Hedegard, Deputy City Manager
Stephen Sealy, Chief of Police
Teresa Vargas, Government Services
Director / City Clerk
Brad Taylor, City Engineer
Tony Fernandes, Information Systems Director
Cari James, Finance Director
Juliana Burns, Human Resources Director
Rick Caguiat, Community Development
Director
Todd Sebastian, Parks and Recreation
Director
General Order of Business

1. Preliminary
• Call to Order
• Closed Session
• Roll Call
• Invocation
• Pledge of Allegiance
• Announcements by Mayor/City Mgr.
• Informational Items
• Declaration of Conflict of Interest

2. Presentations

3. Citizen’s Forum

4. Consent Calendar

5. Scheduled Items
• Public Hearings
• Appeals
• Referrals and Reports from
Commissions and Committees
• All Other Staff Reports and/or Action
Items
• Study Sessions

6. Council Communications

7. Adjournment
Order of Discussion
Generally, the order of discussion after introduction
of an item by the Mayor will include comments and
information by staff followed by City Council
questions and inquiries. The applicant, or their
authorized representative, or interested residents,
may then speak on the item; each speaker may only
speak once to each item. At the close of public
discussion, the item will be considered by the City
Council and action taken.

Consent Calendar
Items on the Consent Calendar are considered
routine by the City Council and will be enacted by one
motion and one vote. There will be no separate
discussion of these items unless a Councilmember or
interested resident so requests, in which case the
item will be removed from the Consent Calendar and
considered separately.
1 February 9, 2026 Lathrop City Council Regular Meeting Agenda Page 1

IMPORTANT NOTICE REGARDING THIS MEETING
This public meeting will be conducted in person; all members of the City Council will attend in person. Members of the public are welcome in person. This meeting will also be available for public participation by teleconference via ZoomGov at the following link:
https://www.zoomgov.com/j/1606492753?pwd=tL6p73u9SGlxPWZ 6Dbp7eyq7p2Z66z.1
During the meeting, those joining ZoomGov, will be allowed to speak prior to the close of public comment on an item. If you are using this method, please “raise the hand” feature to inform the City Clerk (meeting host) you wish to speak on the matter. Please ensure your computer speaker and microphone are fully functional.

For audio / calling in only, dial: +1 (669) 254-5252 or +1 (669) 216-1590 o To request to speak (same as the “raise hand” feature) press *9 / When the City Clerk calls your name, press *6 to unmute.

Meeting Webinar ID: 160 649 2753 / Passcode: 356663
If you are not able to attend the meeting in person or virtually - Public comment / questions will be accepted by email to City Clerk Teresa Vargas at [email protected]. Please refer to the Agenda Item or Public Comment Matter, and the date of the City Council Meeting, in your written communication.

Questions or comments submitted by email must be submitted by 4:00 p.m., on the day of the meeting.

To address the City Council in person, please submit a purple card to the City Clerk indicating name and number of the item upon which a person wishes to speak.

Council Meetings are live-streamed (with Closed Captioning) on Comcast Cable Channel 97, and on the City Council Webpage: https://www.ci.lathrop.ca.us/citycouncil/page/live-stream Addressing the Council
Any person may speak once on any item under discussion by the City Council after receiving recognition by the Mayor. Purple speaker cards will be available prior to and during the meeting. To address the City Council, a card must be submitted to the City Clerk indicating the name, address and number of the item upon which a person wishes to speak. When addressing the City Council, please walk to the lectern located in front of the City Council.

State your name and address. To ensure all persons, have the opportunity to speak, a time limit will be set by the Mayor for each speaker (see instructions on speaker form). In the interest of time, each speaker may only speak once on each individual agenda item; please limit your comments to new material; do not repeat what a prior speaker has said. If you challenge the nature of a proposed action in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council at, or prior to, the public hearing. 2 February 9, 2026 Lathrop City Council Regular Meeting Agenda Page 2 Citizen’s Forum
Any person desiring to speak on a matter, which is not scheduled on this agenda, may do so under the Citizen’s Forum section. Please submit your purple speaker card to the City Clerk prior to the commencement of Citizen’s Forum or submit your request to speak via the “raise hand” feature in ZoomGov. Only those who have submitted speaker cards, or have expressed an interest in speaking, prior to the conclusion of Citizen’s Forum will be called upon to speak.

Please be aware the California Government Code prohibits the City Council from taking any immediate action on an item, which does not appear on the agenda, unless the item meets stringent statutory requirements. The Mayor will limit the length of your presentation (see instructions on speaker form) and each speaker may only speak once on this agenda item.

Please note, the Council Chamber has limited occupancy due to social distancing.

To leave a voice message for all Councilmembers simultaneously, dial (209) 941-7230. To send an e-mail for Councilmembers simultaneously email: [email protected]. This City Council Agenda and meeting materials can be accessed by computer or any smart device at: https://www.ci.lathrop.ca.us/meetings
General Information
For reports citing supplemental documents relating to specific agenda items, these are available for review in the City Clerk’s Office. This agenda was posted at the following locations: City Hall, Community Center, Generations Center, Senior Center, and the LathropManteca Fire District “J" Street and Somerston Parkway Offices. The meetings of the Lathrop City Council are broadcast on Lathrop Comcast Cable Television Channel 97 and live streamed on the City’s website.

Assistance will be provided to those requiring accommodations for disabilities in compliance with the Americans with Disabilities Act of 1990. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility and/or accommodations to this meeting. [28 CFR 35.102-35.104 ADA Title II] Interested persons must request the accommodation at least 2 working days in advance of the meeting by contacting the City Clerk at (209) 941-7230. Information about the City or items scheduled on the agenda may be referred to:

Teresa Vargas, MMC
Government Services Director / City Clerk
390 Towne Centre Drive
Lathrop, CA 95330
Telephone: (209) 941-7230
3 February 9, 2026 Lathrop City Council Regular Meeting Agenda Page 3

CITY OF LATHROP

CITY COUNCIL REGULAR MEETING
MONDAY, FEBRUARY 9, 2026, 7:00 P.M.

CLOSED SESSION, 6:00 P.M.

COUNCIL CHAMBER, CITY HALL
390 Towne Centre Drive
Lathrop, CA 95330
AGENDA
PLEASE NOTE: There will be a Closed Session commencing at 6:00 p.m. The Regular Meeting will reconvene at 7:00 p.m., or immediately following the Closed Session, whichever is later.

1. PRELIMINARY

1.1 CALL TO ORDER

1.2 CLOSED SESSION

1.2.1 CONFERENCE WITH LEGAL COUNSEL Anticipated LitigationSignificant Exposure to Litigation Pursuant to Government Code Section 54956.9(d)(2):
• 2 Potential Case

1.2.2 CONFERENCE WITH REAL PROPERTY NEGOTIATORS: Pursuant to Government Code Sections: 54956.8 and 54954.5
Property APN & Address: 196-020-04, 134 Roth Road,
Agency Negotiator: Stephen J. Salvatore, City Manager
Negotiating Parties: Inderpal Singh
Under Negotiation: Price and Terms of Purchase

1.2.3 CONFERENCE WITH REAL PROPERTY NEGOTIATORS: Pursuant to Government Code Sections: 54956.8 and 54954.5
Property APN & Address: 196-020-13, 11550 S. Harlan Road Agency Negotiator: Stephen J. Salvatore, City Manager
Negotiating Parties: Lathrop Sands Community, LLC
Under Negotiation: Price and Terms of Purchase

1.2.4 CONFERENCE WITH REAL PROPERTY NEGOTIATORS: Pursuant to Government Code Sections: 54956.8 and 54954.5
Property APN & Address: 196-020-14, 11616 S. Harlan Road Agency Negotiator: Stephen J. Salvatore, City Manager
Negotiating Parties: Balwant Sandhu
Under Negotiation: Price and Terms of Purchase
4 February 9, 2026 Lathrop City Council Regular Meeting Agenda Page 4

1.2.5 CONFERENCE WITH REAL PROPERTY NEGOTIATORS: Pursuant to Government Code Sections: 54956.8 and 54954.5
Property APN & Address: 196-030-01, 11550 S. Harlan Road Agency Negotiator: Stephen J. Salvatore, City Manager
Negotiating Parties: Diamond Holding of California, LLC Under Negotiation: Price and Terms of Purchase

1.2.6 CONFERENCE WITH REAL PROPERTY NEGOTIATORS: Pursuant to Government Code Sections: 54956.8 and 54954.5
Property APN & Address: 196-020-06, 11338 S. Harlan Road and 196-020-20, 116 Roth Road
Agency Negotiator: Stephen J. Salvatore, City Manager
Negotiating Parties: Fast Lane Sierra 2018, LLC
Under Negotiation: Price and Terms of Purchase

RECONVENE

1.2.7 REPORT FROM CLOSED SESSION

1.3 ROLL CALL

1.4 INVOCATION

1.5 PLEDGE OF ALLEGIANCE

1.6 ANNOUNCEMENT(S) BY MAYOR / CITY MANAGER

1.7 INFORMATIONAL ITEM(S) - None

1.8 DECLARATION OF CONFLICT(S) OF INTEREST

2. PRESENTATIONS

2.1 PROCLAMATION DECLARING FEBRUARY AS BLACK HISTORY MONTH

3. CITIZEN’S FORUM
Any person desiring to speak on a matter which is not scheduled on this agenda may do so under Citizen’s Forum. Please submit a purple speaker card to the City Clerk prior to the commencement of Citizen’s Forum. Only those who have submitted speaker cards, or have expressed an interest in speaking, prior to the conclusion of Citizen’s Forum will be called upon to speak. Please be aware the California Government Code prohibits the City Council from taking any immediate action on an item, which does not appear on the agenda, unless the item meets stringent statutory requirements. The City Council can, however, allow its members or staff to briefly (no more than five (5) minutes) respond to statements made, to ask questions for clarification, make a brief announcement or report on his or her own activities. (See California Government Code Section 54954.2(a)). Unless directed otherwise by City Council majority, all questions asked and not answered at the meeting will be responded to in writing within 10 business days. ALL PUBLIC COMMENTS MUST BE 5 February 9, 2026 Lathrop City Council Regular Meeting Agenda Page 5

MADE IN COMPLIANCE WITH THE LATHROP CITY COUNCIL HANDBOOK OF RULES AND PROCEDURES!

4. CONSENT CALENDAR
Items on the Consent Calendar are considered routine by the City Council and will be enacted by one motion and one vote. There will be no separate discussion of these items unless the Mayor, Councilmember, or citizen so requests, in which event the item will be removed from the Consent Calendar and considered separately.

4.1 WAIVING OF READING OF ORDINANCES AND RESOLUTIONS
Waive the Reading in Full of Ordinances and Resolutions on Agenda and Adopt by Reading of Title Only, Unless Otherwise Requested by the Mayor or a Councilmember

4.2 APPROVAL OF MINUTES
Approve Minutes for the Regular City Council Meeting of December 8, 2025

4.3 SECOND READING AND ADOPTION OF ORDINANCE 26-478 OF THE CITY

COUNCIL OF THE CITY OF LATHROP TO AMEND THE LATHROP
MUNICIPAL CODE SECTION 2.20.020 TITLED “MEMBERSHIP”, SECTION

2.20.030 TITLED “TERM OF OFFICE” AND SECTION 2.20.060 TITLED “DUTIES AND RESPONSIBILITIES”
Waive Full Reading and Adopt Ordinance 26-478 to Amend the Lathrop Municipal Code Section 2.20.020 “Membership”, Section 2.20.030 “Term of Office” and Section 2.20.060 “Duties and Responsibilities”

4.4 TREASURER’S REPORT FOR DECEMBER 2025
Approve Quarterly Treasurer’s Report for December 2025

4.5 DELEGATE AUTHORITY TO THE CITY MANAGER TO MAKE

DETERMINATIONS REGARDING INDUSTRIAL DISABILITY RETIREMENT

FOR LOCAL SAFETY MEMBERS
Adopt a Resolution to Delegate Authority to the City Manager to Make Determinations Regarding Industrial Disability Retirement for Local Safety Members Pursuant to Government Code 21156 and 21173

4.6 DESIGNATION OF THE CITY OF LATHROP'S LABOR NEGOTIATORS

PURSUANT TO THE BROWN ACT (GOVERNMENT CODE SECTION
54957.6)
Adopt a Resolution to Establish a List of Designated Representatives of the City of Lathrop to Participate in Closed Session with the City Council to discuss Labor Negotiations with the Identified Bargaining Units and Unrepresented Employees for Negotiations for the 2026 Calendar Year

4.7 LATHROP TRANSIT FARE-FREE PROGRAM
6 February 9, 2026 Lathrop City Council Regular Meeting Agenda Page 6 Adopt Resolution to Approve Lathrop Transit Fare-Free Program through June 30, 2027

4.8 DECLARE EIGHT VEHICLES, VARIOUS FURNITURE AND EQUIPMENT

SURPLUS PROPERTY, AND AUTHORIZE THEIR DISPOSAL
Adopt Resolution to Declare Eight Vehicles and Various Furniture and Equipment Surplus Property and Authorize Their Disposal

4.9 APPROVE SOFTWARE AS A SERVICE AGREEMENT WITH KAIZEN LABORATORIES, INC., TO PROVIDE RECREATION REGISTRATION

SOFTWARE MANAGEMENT SYSTEM FOR PARKS AND RECREATION, AND

APPROVE BUDGET ADJUSTMENT
Adopt a Resolution to Approve a Software as a Service Agreement with Kaizen Laboratories, Inc. to Provide Recreation Registration Software Management System for Parks and Recreation, and Approve Budget Adjustment

4.10 APPROVE SECURITY SOFTWARE SUBSCRIPTION EXTENSIONS FROM SOUTHERN COMPUTER WAREHOUSE INC., AND IBM CORP., EQUIPMENT PURCHASES FROM SOLID NETWORKS INC., FOR SECURITY RELATED,

EQUIPMENT AND RELATED BUDGET AMENDMENT
Adopt a Resolution to Approve Security Software Subscription Extensions from Southern Computer Warehouse Inc. and, IBM Corp., Equipment Purchases Solid Networks Inc. for Security Related Equipment, Equipment and Related Budget Amendment

4.11 APPROVE A CONSTRUCTION CONTRACT WITH ABIDE BUILDERS, INC., FOR MOSSDALE AND VALVERDE PARKS RENOVATION, CIP PK 24-04 AND 25-01 AND APPROVE BUDGET AMENDMENT
Adopt Resolution to Approve a Construction Contract with Abide Builders, Inc., for Mossdale and Valverde Parks Renovation, CIP PK 24- 04 and 25-01 and Approve Budget Amendment

4.12 APPROVE A CONSTRUCTION CONTRACT WITH AUBURN
CONSTRUCTORS LLC., APPROVE AMENDMENT NO. 5 TO THE

PROFESSIONAL SERVICES AGREEMENT WITH CAROLLO AND APPROVE BUDGET AMENDMENT FOR CIP PW 22-36, ASR WELL INJECTION

EQUIPPING PROJECT
Adopt Resolution to Approve a Construction Contract with Auburn Constructors LLC., Approve Amendment No. 5 to the Professional Services Agreement with Carollo Engineers, Inc., and Approve Budget Amendment for CIP PW 22-36-ASR Well Injection Equipping

4.13 ACCEPT PUBLIC IMPROVEMENTS CONSTRUCTED BY B&M BUILDERS, INC., FOR SANGALANG PARK SHADE SHELTER, CIP PK 25-13
Adopt Resolution to Accept Public Improvements Constructed by B&M Builders, Inc., for Sangalang Park Shade Shelter, CIP PK 25-13, and Authorize the Filing of a Notice of Completion, Release of Contract Retention, and Release of Performance and Payment Bonds 7 February 9, 2026 Lathrop City Council Regular Meeting Agenda Page 7

4.14 CREATE TEMPORARY ANIMAL CENTER RENOVATION, CIP GG 26-28,

APPROVE A CONSTRUCTION CONTRACT WITH CREATIVE PROPERTY
RENEWAL, INC., AND APPROVE A BUDGET AMENDMENT
Adopt Resolution to Create Temporary Animal Center Renovation, CIP GG 26-28, Approve a Construction Contract with Creative Property Renewal, Inc., and Approve a Budget Amendment

4.15 CREATE CIP WW 26-22 ‘O’ STREET PUMP STATION UPGRADE, APPROVE PROFESSIONAL SERVICES AGREEMENT WITH FREYER & LAURETA, INC.,

AND APPROVE BUDGET AMENDMENT
Adopt Resolution to Create CIP WW 26-22 ‘O’ Street Pump Station Upgrade, Approve a Professional Services Agreement with Freyer & Laureta, Inc., and Approve Budget Amendment

4.16 RATIFY CITY MANAGER'S APPROVAL OF THE PURCHASE OF THE

PURCHASE OF AN AUTOMATIC TRANSFER SWITCH FROM HOLT OF
CALIFORNIA FOR THE BOOSTER PUMP 5 GENERATOR AND APPROVE

BUDGET AMENDMENT
Adopt Resolution to Ratify City Manager's Approval of the Purchase of an Automatic Transfer Switch from Holt of California for the Booster Pump 5 Generator and Approve Budget Amendment

RIVER ISLANDS DEVELOPMENT CONSENT ITEMS

4.17 APPROVE PARCEL MAP AND OFFSITE IMPROVEMENT AGREEMENT WITH CALIFIA, LLC., FOR 9 LOTS WITHIN THE TOWN CENTER DISTRICT OF

RIVER ISLANDS
Adopt Resolution to Approve Parcel Map 25-04 and Offsite Improvement Agreement with Califia, LLC., for 9 Lots within the Town Center District of River Islands

5. SCHEDULED ITEMS

5.1 PUBLIC HEARING (PUBLISHED NOTICE) TO CONSIDER ADOPTION OF

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LATHROP TO

UPDATE THE POLICY FOR THE USE OF MILITARY EQUIPMENT BY THE

LATHROP POLICE DEPARTMENT, IN COMPLIANCE WITH CALIFORNIA GOVERNMENT CODE SECTIONS 7070-7075, ASSEMBLY BILL 481
The Council to Consider the Following Items:

1. Hold a Public Hearing Pursuant to Published Notice; and

2. Take No Action. Staff Will Bring Item Back for Future Consideration

5.2 PUBLIC HEARING (PUBLISHED NOTICE) TO CONSIDER AMENDMENTS

TO VARIOUS CHAPTERS OF THE LATHROP MUNICIPAL CODE (LMC) TO

MODERNIZE, SIMPLIFY, AND STREAMLINE VARIOUS SECTIONS IN TITLE 17, ZONING (TA-25-158)
8 February 9, 2026 Lathrop City Council Regular Meeting Agenda Page 8 The City Council to Consider the Following:

1. Hold a Public Hearing; and

2. First Reading and Introduce an Ordinance to Adopt Various Amendments to the Lathrop Municipal Code (LMC) to
Modernize, Simplify, and Streamline Various Sections of Title 17, Zoning

5.3 PUBLIC HEARING (PUBLISHED NOTICE) TO CONSIDER AMENDMENTS TO TITLE 8 “HEALTH AND SAFETY”, CHAPTER 8.27 “VENDING FROM MOTORIZED FOOD WAGONS” OF THE LATHROP MUNICIPAL CODE
The City Council to Consider the Following:

1. Hold a Public Hearing; and

2. First Reading and Introduction of an Ordinance to Amend the Lathrop Municipal Code (LMC) Title 8 “Health and
Safety”, Chapter 8.27 “Vending from Motorized Food
Wagons”, to Clarify the Term “Temporary Food Vendor”
and to Define Requirements for Participation in City Events

5.4 REVIEW AND CONSIDER AN ANNUAL CELEBRATORY EVENT TO HONOR THE CITY OF BACARRA, ILOCOS NORTE, PHILIPPINES AS LATHROP’S

SISTER CITY
Council to Discuss and Consider Adopting a Resolution Authorizing an Annual Sister City Celebratory Event Organized by Lathrop Residents to be Held on the Last Saturday in April and Waive Fees for Facility Usage, Waive Staffing Cost for Facility Monitors, Authorize Payment of ThirdParty Security and Authorize Reimbursement for One Day Event Insurance

5.5 COUNCIL TO CONSIDER ADDING POST OFFICE PARKING
REHABILITATION PROJECT TO FY 2023-2024 PAVEMENT
MAINTENANCE, CIP PS 24-05 AND APPROVE BUDGET AMENDMENT
Consider Adoption of a Resolution to Add Post Office Parking Rehabilitation Project to FY 2023-2024 Pavement Maintenance, CIP PS 24-05 and Approve Budget Amendment

5.6 OUT OF STATE TRAVEL APPROVAL FOR THE 2026 SAN JOAQUIN

COUNCIL OF GOVERNMENTS (SJCOG) ONE VOICE TRIP
Council to Discuss and Consider Adoption of a Resolution to Authorize Out of State Travel for the 2026 San Joaquin One Voice Trip to Washington, D.C. from May 3-7, 2026, and Approve Related Budget Amendment

6. COUNCIL COMMUNICATIONS

6.1 VICE MAYOR TORRES-O’CALLAGHAN REFERRAL – Discuss Installation of Metal Detectors at City Hall for Public Safety Measures 9 February 9, 2026 Lathrop City Council Regular Meeting Agenda Page 9

6.2 MAYOR & COUNCILMEMBER COMMITTEE REPORT(S)
• Central Valley Executive Committee/LOCC (Akinjo/Diallo) • SJ Co. Council of Governments (Akinjo/Diallo)
• SJ Co. Council of Governments Executive Committee (Akinjo) • Integrated Waste Management Task Force (Dresser/Torres-O’Callaghan) • Reclamation District 17 Joint Powers Authority (Salvatore) • San Joaquin Partnership Board of Directors (Salvatore) • San Joaquin County Commission on Aging (Vacancy)
• San Joaquin Valley Air Pollution Control District (Dresser/Akinjo) • SJ Co. Water Advisory Board (Torres-O’Callaghan/Lazard) • Tri Valley-San Joaquin Valley Regional Rail Authority (Akinjo) • San Joaquin Area Flood Control Agency (Dresser/Lazard/Torres-O’Callaghan) • Ava Community Energy (Diallo/Dresser)
• Local Agency Formation Commission (LAFCo) (Diallo)

6.3 MAYOR & COUNCILMEMBER COMMENT(S)

7. ADJOURNMENT
/Teresa Vargas/
Teresa Vargas, MMC
Government Services Director
City Clerk
10 PAGE LEFT

INTENTIONALLY
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ITEM 4. 3

CITY MANAGER' S REPORT
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING
ITEM: SECOND READING AND ADOPTION OF ORDINANCE
26- 478 OF THE CITY COUNCIL OF THE CITY OF

LATHROP TO AMEND THE LATHROP MUNICIPAL
CODE SECTION 2.0. 020 "MEMBERSHIP", SECTION

2.0. 030 "TERM OF OFFICE" AND SECTION 2.0. 060
DUTIES AND RESPONSIBILITIES"
RECOMMENDATION: Waive Full Reading and Adopt Ordinance 26- 478 to Amend the Lathrop Municipal Code Section 2.0. 020
Membership", Section 2.0. 030 "Term of Office"
and Section 2.0. 060 "Duties and Responsibilities"
RECOMMENDED ACTION:

The City Council to conduct a second reading and adopt Ordinance 26- 478 entitled:

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LATHROP TO AMEND THE LATHROP MUNICIPAL CODE SECTION 2.0. 020 "MEMBERSHIP", SECTION 2.0. 030 TERM OF OFFICE" AND SECTION 2.0. 060 "DUTIES AND RESPONSIBILITIES" SUMMARY:

On January 12, 2026, the City Council approved the introduction and first reading of the subject Ordinance by the following vote:

AYES: Diallo, Dresser, Lazard, Torres -O' Callaghan, and Akinjo NOES: None
ABSTAIN: None
ABSENT: None
The Ordinance will take effect 30 days after adoption.

SUBMITTED BY:
eresa Vargas, i ' Clerk 44- 0Date
19 ORDINANCE NO. 26- 478

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LATHROP TO AMEND THE LATHROP MUNICIPAL CODE SECTION 2.0. 020 "MEMBERSHIP", SECTION 2.0. 030 "TERM OF OFFICE" AND SECTION 2.0. 060 "DUTIES AND RESPONSIBILITIES"
WHEREAS, the City of Lathrop City Council held a duly noticed public hearing at a regular meeting on January 12, 2026, to review and consider this Ordinance; and
WHEREAS, staff identified the proposed amendments to more closely align the Lathrop Municipal Code with the goals of the commission; and WHEREAS, staff request that the City Council consider amending LMC section

2.0. 020 "Membership", section 2.0. 030 "Term of Office" and section 2.0. 060 Duties and Responsibilities" as shown in Attachment A, incorporated by reference herein.

NOW, THEREFORE, BE IT ORDAINED that the City Council of the City of Lathrop does hereby approve amending section 2.0. 020 "Membership", section

2.0. 030 "Term of Office" and section 2.0. 060 "Duties and Responsibilities" of the Lathrop Municipal Code as shown in Attachment A, incorporated by reference herein.

Section 1. The Lathrop Municipal Code is hereby amended as shown in Attachment A, attached hereto and incorporated by reference herein.

Section 2. This Ordinance is not intended to and shall not be construed or given effect in a manner that imposes upon the City or any officer or employee thereof a mandatory duty of care toward persons and property within or without the city so as to provide a basis of civil liability for damages, except as otherwise imposed by law.

Section 3. - Severability. If any section, subsequent subdivision, paragraph, sentence, clause or phrase of this Ordinance is for any reason held to be unconstitutional or otherwise invalid, such a decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase of this Ordinance irrespective of the unconstitutionality or invalidity of any section, subsection, subdivision, paragraph, sentence, clause or phrase.

Section 4. - Effective Date. This Ordinance shall take legal effect 30 days from and after the date of its passage.

Section 5. - Publication. Within fifteen days of the adoption of this Ordinance, the City Clerk shall make a copy of this Ordinance to be published in full accordance with Section 36933 of the Government Code.

Ordinance No. 26- 478
20 THIS ORDINANCE was introduced at a Regular Meeting of the City Council of the City of Lathrop on the 12th day of January, and was PASSED AND ADOPTED at a regular meeting of the City Council of the City of Lathrop on the day of , 2026 by the following vote, to wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Paul Akinjo, Mayor
ATTEST: APPROVED AS TO FORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney Ordinance No. 26- 478
21 City of Lathrop, CA

2.0. 010
Attachment A
CHAPTER 2.0

YOUTH ADVISORY COMMISSION

2.0. 040

2.0. 010. Established.

The youth advisory commission of the city, hereinafter referred to in this chapter as the commission," is created.

Ord. 01- 186 § 1)

2.0. 020. Membership.

A. The youth advisory commission shall consist of no less than seven and no more than 13 members represented by tTree freshman, tZree sophomores, three juniors, three seniors and one member who can be in any grade level to serv& as the chair. Each commissioner shall:
1) be no less than 13 years of age and no more than 18 years of age; and ( 2) a student in grades 9 through 12, in an approved education program for high school students; and ( 3) a resident of the city or its sphere of influence, at the time of application for appointment and continuously thereafter.

B. A quorum shall consist of a majority of the then -appointed members.

C. The members shall be appointed by the mayor, with the approval of the city council.

Ord. 01- 186 § 1; Ord. 03- 224 § 4; Ord. 07- 272 § 6; Ord. 16- 368 § 1)

2.0. 030. Term of office.

A. Members of the commission shall serve for a period of one year. If a vacancy shall occur otherwise than the expiration of a term, it shall be filled by appointment by the mayor, with the approval of the city council, for the unexpired portion of the term. No person appointed as a commissioner shall be eligible to serve more than three consecutive terms or majority portions thereof.

B. A member of the commission may be removed from office by the mayor, with the approval by the city council. Whenever a member of the youth advisory commission has missed three meetings in a year of the youth advisory commission, the question of that person' s continuance in office must be placed on the agenda for the next regular meeting of the city council. The secretary of the youth advisory commission shall keep an attendance record and inform any member by letter when he or she has two absences.

C. The youth advisory commission shall select a chair and; vice -chair, secretary and treasurer from among its members. The term of these offices shall be one year.

D. One member of yout i
advisory commission wi_ act as a iaison to he Lat lro- 3 pars and
recreation commission. Their res Donsibi_ ities s 1a _ be o attend - 3ar_ cs and recreation commission meetings; acting as a conduit for information between the two commissions. He or s wi__ lrovide a report month_ yto the YAC members on issues addressed 3y the -Dares and recreation commission.

Ord. 01- 186 § 1; Ord. 07- 272 § 7; Ord. 16- 368 § 1)
Downloaded from https:// ecode360. com/ LA4956 on 2025- 07- 23 22 City of Lathrop, CA

2.0. 040 2.0. 060

2.0. 040. Meetings.

A. The youth advisory commission shall schedule at least one meeting per month at such time and place as it may fix by resolution. Special meetings of the commission may be called at any time by the chairperson or by any three or more members of the commission upon 24 hour personal notice being given to all members of the commission. If personal notice cannot be given, written notice must be mailed to such members at least five days prior to the meeting. Notice shall be posted at the city offices at least 24 hours prior to a special meeting.

B. A majority of members shall constitute a quorum at any regular or special meeting of the commission.

Ord. 01- 186 § 1)

2.0. 050. Rules and records.

The youth advisory commission shall adopt rules for the transaction of business and shall keep a record of its resolutions, transactions, correspondence, findings and determinations, which shall be public record. The commission shall render such reports to the city council as may be required.

Ord. 01- 186 § 1)

2.0. 060. Duties and responsibilities.

The youth advisory commission shall have the following duties and responsibilities:

AA. To advise staff on recreational, education, and social service opportunities for those ages 12-7 within the City of Lathro D. To deve op recreationa_, educationa , and socia service op 3ortunities or tPose eens no ess than _ 3 and no more than 8 years o ' age; B- B. To act in an advisory capacity to the city council in all matters pertaining to the youth and teen population;
To encourage a sound program to ex land youtJ =aci ities inc uding deve_ opment and maintenance;
C. To foster close coordination of services between agencies in the county of San Joaquin providing services to youth and teens and the city to avoid duplication of services; D. To interpret youth programs to public officials and the general citizenry in order to promote understanding and financial support from public and private sources; l E. To act in an advisory capacity to the ci y
counci_ city staff- in making plans for and
conducting activities for youth;
G. To recommend to Pe city counci tie esablisPment of general no_ icies, rues and regulations, and rates or - ees to be cParged witP respec to the operation o a Lathro teen program and its services as de_ ined .1y the annua budget;
H. To consider recommendations and rec
I. To ma
uests origina
e oeriodic inspections o: the you P=aci_ ities;
ing rom any source;
J. To advise the city council in the acquisition, development, beautification and maintenance of Downloaded from https:// ecode360. com/ LA4956 on 2025- 07- 23 23 City of Lathrop, CA

2.0. 060
additiona ities : or use by yout 1;

2.0. 060
L.

R.
organiza` ions and government agencies;
To advise in the preparation of the annual teen budget and long range capital improvement programs for youth and teen amenities for submission to the city council; To advise the city council on the problems of the development of facilities, programs and improved services or gout 1;
To- ormu_ ate -3o icies on youth services for approva_ by the city counci_, inc_ uding, to _ le extent possib_ c, agreements with o` ler governing bodies or tle best Zossil e : oint use o= youth and ofter =aci_ ities;
To consider and make recommendations o t1e city council on all requests for permanent aci ities to De erec'd in con' unction with senior activi` ies; To recommend to the city counci 3o_ icies, ru es and regu_ ations re ating to the conduct o youth facilities and activities and rates or fees to be charged for the use of youth facilities or To per- orin suc
Tle city counci
matter witlin a six wont i period wit
ma- ority vote o- t le commission;
1 s
her duties as may be requested
la not receive recommenda
S. To annua__ y
ho
ions
rom time
lout signi_ lean
d a
joint meeting with the
g year.
3ar
o time by the city counci
rom the commission on tle same subjec`
additiona in= ormation and/ or wi` hout a
s and recreation commission to discuss goa
F. To work with staff to develop new recreation programs, activities and special events for those ages 12-7, 3rovided they can be accommodated within the youth development approved budget;
G. To approve the disbursement and/ or expenditure of funds identified as commission funds in the youth development budget provided that these expenditures shall in all instances follow the city' s purchasing system as defined in LMC Section 2. 36. 050( A) and ( B) for purchases up to $ 4, 999 requiring the signature of the annropriate department head; and expenditures above $ 5, 000 recuiring the approval and signature of the city manager; and further, provided, that such expenditures shall also be to carry on programs for those ages 12-7, while allowing the commission to make non -teen programming - related financial discretionary expenditures of up to $3, 000 annually, provided they can be accommodated within the youth development approved budget, and not to make physical changes to any city property.

H. To perform such other duties as may be requested from time to time by the city council.

Ord. 01- 186 § 1; Ord. 03- 224 § 5)
Downloaded from https:// ecode360. com/ LA4956 on 2025- 07- 23 24 City of
ITEM 4.

Quarterly Treasurer Report
December 2025
This report presents a detailed discussion of the City' sfund balances and investment portfolio as of December 31, 2025. It includes all investments managed by the City on its own behalf as well as the City' sTrustees. The report provides information on cash flows, broken down by both investment manager ( City or Trustee) and by percentage allocation within the portfolio.

As of December 31, 2025, the investment portfolio was in compliance with all state laws and the City' sInvestment Policy.

Current Portfolio Summary
As directed by the Investment Policy adopted by City Council, City staff strives to attain three primary goals with the City' s investments as follows ( in order of priority):

1. Safety — Preservation of the principal of invested funds

2. Liquidity —Ability to liquidate one or more of the City' sinvestments if unexpected expenditures arise

3. Return — Attainment of a market rate of return
The majority of the portfolio is invested in the Local Agency Investment Fund ( LAIF), which is administered by the California State Treasurer' soffice. LAIF provides the City with an investment vehicle with yields that are slightly greater than U. S. Treasuries ( T -bills) with a 2 -year maturity or less. LAIF is a high quality investment in terms of safety, liquidity, and yield. Additionally, LAIF is an " On Demand" account; meaning funds may be withdrawn upon with 1 day notice, representing maximum liquidity.

In addition to LAIF, the City holds investments in Money Market Mutual Funds, Nonnegotiable Certificates of Deposit, and State and Local Government Securities ( SLGS). These investments are prudent investment choices and are included in the City' sInvestment Policy as allowable investments.

Each investment mentioned above has a specific maturity date. However, much of the portfolio is On Demand.

The short weighted average maturity provides the City with a great deal of liquidity during this period of heightened economic uncertainty and period of moderate investment yields. This liquidity places the City in a position to invest in longer term maturity investments once interest rates begin to stabilize toward their historical norms; overall macroeconomic indicators signal solid and consistent growth in future years.

The following table (Table: 1) provides a summary of the City' scash and investments, by holding party, based on recorded value as of December 31, 2025 compared with the prior quarter:
25 Table: i.
2025x,,,
Holding Party Fund Amounts ( 1)
of
Portfolio
Fund Amounts (1)
of
Portfolio
Investments/ Cash held by the City
Investments held by Trustees
226, 748, 452 62% 225,38, 600 61%
139, 970, 605 38% 141, 794, 419 39%
TOTAL 366, 719, 057 100% 367, 033,19 100%
1) Small variances are due to the summation and rounding of multiple figures to the nearest whole dollar Please see the following pages ( Tables: 2 through 5) for a more detailed analysis of transactional additions and reductions due to cash flow needs, debt service payments, and maturities/ rollovers of certain investments.

Revenues arrived during the quarter, per City staff expectations, are as follows: utility payments, property tax, franchise fees, sales tax ( including Measure C), developer billing fees, grant reimbursements, building permit fees, plan check fees, and Transient Occupancy Tax (TOT).

Significant payables paid out during the quarter include:

Nonrecurring Expenditure Debt Service Payments, Capital Improvement Projects — General Government, Parks, Streets, Water, and Wastewater
II. Recurring Expenditures
a. Contractual — Park & Street Landscaping, and Wastewater Treatment Services b. Intergovernmental payments — South San Joaquin Irrigation District ( Surface Water Contract), Lathrop Manteca Fire District, City of Manteca ( Wastewater Contract) Quarterly Economic Update
According to the latest projections from PFM Asset Management; The U. S. government shutdown halted the collection of key economic indicators, requiring the Federal Reserve ( Fed) and the market to rely on survey -based anecdotal evidence and private data reports. The labor market continued to soften and the unemployment rate edged higher. Core inflation moved lower but remained above the Fed' s2% target. Gaps in data collection due to the government shutdown likely distorted the official data, though other available private sector data pointed to a slowdown in economic momentum. The Fed delivered two additional 25 basis point ( bps) rate cuts in the quarter, lowering the federal funds target range to 3. 50% to 3. 75%. The median forecast from the Fed' s December dot plot" showed an additional 25 bps rate cut in both 2026 and 2027, but the wide dispersion in underlying projections underscores growing differences of opinion. Policymakers have acknowledged ongoing challenges to achieving their dual mandate of maximum employment and stable prices. The U. S. Treasury yield curve steepened further in Q4, led by a decline in short term yields. Maturities Tess than six months fell 30- 50 basis points as a result of Fed policy.

I certify that all of the investments reported herein are in accordance with the " City of Lathrop Investment Policy" adopted on October 13, 2025, with the Government Code, and other contractual agreements. I further certify the investments reported herein provide for the ability of the City to meet cash flow needs for the next six months.

Stephen J. Salvatore
City Manager
Cari Jame
Director ance
26 TABLE:
2 CITY
OF
LATHROP of
Summary
All
Investments
As
of
December
31,
2025
City
Held
Investments
Recorded
Value
Current
Yield of Percent
P
ortflio
Local
Agency
Investment
Fund
Wells
Market
FargoMoney Mutual
Funds
California
Asset Management
Program
000, 75 3,4576 97,0012
025% 4. 680% 3. 3. 950%
23 .
58%05% 1. 30 .78%
Total
Investments
Held
by
the
City (
1)
176, 2488

3.977%
42 % 55.

Trustee
Held
Investments
Recorded
Value
Current
Yield
Percent
of
P
ortfoli o
US
Bank UMB
Bank
Union
Bank
SJ
Poo
County
led
Funds
PFM
Asset Management +
Year
End
FMV
PNC
Bank
3, 72066 1, 561, 478 200, 674
135, 772 260 539, 241

3.150% 3 .
140% 000%. 260% 0. 4 .
290%

4.700%
1 .
17%

0. 49%00%. 0 .
06%
42 .
69%

0. 17 %
Total
Investments
Held
by
Trustees (
2)
141, 794 419

4. 243 %
44 .
58 %
Total
City &
Trustee
Held
Investments &
Cash
RecordedValue
Current
Yield
Percent
of
Portfolio
Investments
Held
by
the
City
and
Trustees
Cash
inChecking
Accounts -
Recorded
Value
318, 040 707 48, 992 311
4 .
096%
100 .
00%
Total
Cash
and
Investments
367, 03319
One
month
benchmark U. Sfor
Treasuries:

Three
month
benchmark
for
U. S
Treasuries:

Notes: 1)
See
Table:
4 for
detailed
investments
held
by
the
City.2)
See
Table:
5 for
detailed
investments
held
by
Trustees. 3.
77%

3. 68%
27 TABLE:
3 CITY
OF

LATHROP
In
vestments Cash
Flow
Analysis
As
of
December
31,
2025
Investments
Held
by
the
City
Prior
onth
M
Recorded
Value
Purchased
Redeemed
Buy) (
Sell)
Local
Agency
Investment
Fund (
1)
Wells
Fargo
Money
Market
Mutual
Funds (
2)
California
Asset Management
Program
000, 75 3,34 955 97, 573, 920
10, 421 326, 993
Total
Investments
Held
by
the
City
908, 874 15,
337, 414
Investments
Held
by
Trustees
Prior
onth
M
Rec
orded Value
Purchased Buy)
Redeemed Sell)
PNC
Bank Co
SJ
unty
Pooled
Funds
UMB
Bank
US
Bank (
3)
PFM
Asset Management +
Year
End
FMV
537, 166 200, 674
1, 557, 64 3, 413 579 133, 959 832
2, 075 3, 825 307, 18
7, 094 33
Total
Investments
Held
by
Trustees
139, 668 905 $
7, 40780 $ (
966) $ 5, 281
Total
Cash
inChecking
Accounts
Held
by
the
City (
2)
446, 999 47,
8, 214 508
195) $ 6,69
Total
Cash
and
Investments
Held
by
the
City
and
Trustees
363, 024 778 $
15, 959, 403 $ (
161) $ 11, 951
Notes: 1)
LAIF
interest
income
is
paid
quarterly (
M
ar/ Jun Sept/ Dec)
and
received
in
the
following
month (
Apr/ Jul Oct/ Jan) .
2)
Property
Tax,
Sales
Tax,
Building
permit
revenue,
TOT,
Develo
per
payments,
and
Utility
payments;
nonrecurring
expenses
paid
month:

General
government,
Parks,
Streets,
Wastewater,
and
Water
CIPs;
also ,
recurring
expenses:

Park &
street
landscape
water
treatment
services;
lastly, intergovernmental
payments
and
transfers:

SSJID
SCSWSP
O &
M
expenses .
3)
Interest froearnings
mBlackRock
Liquidity
Funds
T -
Funds
30 Day
Yield

3.150%,
debt
service
payments .
28 TABLE: 4
CITY
OF

LATHROP
Investments
Held
by
City -
Detail
As
of
December
31,
2025
Agency (
Broker)
Investment Description
Yield
Coupo
n
to
Purchase
Maturity
Val
Rate
Maturity
Date
Date ( N
o
Local
Agency
Investment
Fund
Money
Market
Fund
City
Acct
No .
98- 39 437
N/ A
4 .
025%
Varies
On
Demand
75,
75,
Wells
Fargo
Fun
Mutual
ds
Money
Market
Mutual
Fund
City
Acct
No .
12641627
N/ A
3 .
680%
Varies
On
Demand
3,
3,
Califorina
Asset Management
Program Liquidity
Account
No. 6084- 001
N/ A

3.950%
Varies
On
Demand
97,
97,
TOTAL

INVESTMENTS
HELD
BY
CITY $
176,
29 TABLE:
5 CITY
OF

LATHROP
Investments
Held
by
Trustee -
Detailof
As
December
31,
2025
Investment
D
escription
Acct
Number
CUSIP
Current
Purchase
Maturity
Yield
Date
Investments
Held
by
Bank
US
03- 1
Series
2015 -
Mossdale
Village
Assessme
Districtnt
Mossdale
Village
Assessment
Dist.

No.
03- 1
Series
2015 -
Redemption
Fund
Mossdale
Village
Assessment
Dist.

N
03- 1
Serieso. 2005/1 -
Reserve
Fund
Mossdale
Village
Dist.

Assessment
No.
03- 1
Series
2015-
Prepayment
Fund FIN
LTHRP
AU
REVEN
TH
UE
BONDS
2023
SERIES
A
Money
Market -
Revenue
Account
Money
Market -
Special
Tax
Fund
Money
Market -
CFD
Reserve
Account
Money
Market -
ReAD
Reserve
Account
Money
Market -
Acquired
Obligations
Fund
2003-A
Lathrop
CFD
Money
MarketInterest
Account
Money
Market -
Acco
Reserve
unt
LAIF -
Acco
Interest
unt CDCDPH/
WR -
Loan
SRF
Agreement
Account
Agreement
Account -
Reserve
Fund
2015
Serie
Crossroads
s
B
2015
Crossroads
Series
B - Crossro
2015
ads
Series
B -
2015
Crossroads
Series
B -
2015
Crossroads
Series
B -
2015
Crossroads
Series
B -
LOIB
RDP Reserv
LOIB
e
Cost
of
Issuance Improvements COI
Custodian
Agreement
Investments
Held
by
PNC
Bank
Accou
by
nt
2012
Water
Refu
Loan (
nding
of
2000
Water
COPs)
Certificate
of
Deposit -
Reserve
Fund
6712138601 6712138602 6712138604 278276000 278276003 278276004 278276006 278276008 6711720001 6711712200 6711720002 6711908800 6711908801 6712138801 6712138803 6712138804 6712138805 6712198801

3. 150 % 3. 150% 3.150% 3.150% 3. 150 % 3.150% 3 .
150% 3. 150 % 3. 150 % 3.150% 4 .
025%
10/8 05 10/8 05 18/ 050 7/ 1 23 7/ 23 7/ 1 23 7/ 1 23 7/ 23 12/ 03 12/ 03 03/ 19 On
Demand
On
Demand
On
Demand
On
Demand
On
Demand
On
Demand
On
Demand
On
Demand
On
Demand
On
Demand
On
Demand

3.150%
12/ 20
On
Demand $
3 .
150%
12/ 20
On
Demand $

3. 150 % 3 .
150% 3 .150% 3. 150 % 3 .150%
09/1 15 09/1 15 09/1 15 09/1 15 09/1 15
On
Demand
On
Demand
On
Demand
On
Demand
On
Demand
T
otal
Investments
Held
by
Trustee -
US
Bank $
4 .
700 %
5/ 22 19 $
Total
Investments
Held
by
Trustee -
PNC
Bank $
30 TABLE:
5 CITY
OF

LATHROP
Investments Held
by
Trustee -
Detail
As
of
December
31,
2025
Investment Description
Acct
Number
Current
Purchase
Maturity
CUSIP
Yield
Date
Investments
Held
by
UMB
Bank
by
Acco
unt Cen
2018- 1
tral
Lathrop
CFD
Improvement
Area
1 -
Admin
Expense
Reserve
Fund ImprovOther
ement
Areas -
Admin
Expense
Reserve
Fund
Improvement
Area
1 -
Principal
Account
Improvement
Area
1 -
Redemption
Account Improvement
Area
1 -
Interest
Account Improvement
Area
1 -
Admin
Expense
Account
Improvement
Area
Reserv1 -
e
Fund Improvement
Area
1 -
Surplus
Fund
Improvement
Area
2 -
Principal
Account
Improvement
Area
2 -
Redemption
Account Improvement
Area
2 - Acco
Interest
unt
Improvement
Area
2 -
Admin
Expense
Account
Improvement
Area
Reserv2 -
e
Fund Improvement
Area
2 -
Surplus
Fund
Improvement
Area
3 -
Principal
Account
Improvement
Area
3 -
Redemption
Account Improvement
Area
3 -
Acco
Interest
unt
Improvement
Area
3 -
Admin
Expense
Account
Improvement
Area
Reserv3 -
e
Fund Improvement
Area
3 -
Surplus
Fund
Improvement
Area
4 -
Acco
Principal
unt
Improvement
Area
4 -
Redemption
Account
Improvement
Area
4 -
Acco
Interest
unt
Improvement
Area
4 -
Admin
Expense
Account
Improvement
Area
4 -
Reserve
Fund Improvement
Area
4 -
Surplus
Fund
Improvement
Area
5 -
Principal
Account
Improvement
Area
5 -
Redemption
Account
Improvement
Area
5-
Interest
Account
Improvement
Area
5 -
Admin
Expense
Account
149232. 1 149232. 2 149232. 3 149232. 4 149232. 5 149232. 6 149232. 7 149232. 8 149265. 1 2149265. 149265. 3 149265 . 4 149265. 5 149265. 6 149267. 1 149267 .
2 149267. 3 149267 .
5 149267. 6 149267. 7 149268. 1 149268. 2
149268. 3149268. 4
149268. 5 149268. 6
149269.
1 149269. 2 149269. 3
149269.
4 3 .
140%
02/1 19
On
Demand
140% 3.
02/1 19
On
Demand
3 .
140%
02/1 19
On
Demand
3 .
140 %
02/1 19
On
Demand
3 .
140%
01/ 192
On
Demand

3. 140%
02/1 19
On
Demand
140% 3.
02/1 19
On
Demand

3. 140%
02/1 19
On
Demand

3. 140 %
02/1 19
On
Demand
140% 3.
02/1 19
On
Demand

3.140%
02/1 19
On
Demand

3. 140 %
02/1 19
On
Demand
140% 3.
02/1 19
On
Demand

3.140%
02/1 19
On
Demand

3. 140 %
01/ 192
On
Demand

3.140%
02/1 19
On
Demand

3. 140 %
02/1 19
On
Demand

3. 140%
02/1 19
On
Demand

3. 140 %
02/1 19
On
Demand

3. 140%
02/1 19
On
Demand

3.140%
02/1 19
On
Demand

3. 140 %
02/1 19
On
Demand

3. 140 %
01/ 192
On
Demand

3.140%
02/1 19
On
Demand
31 TABLE: 5
CITY
OF

LATHROP
Investments
Held
by
Trustee -
Detail
As
of
December
31,
2025
Investment Description
Acct
Number
Current
Purchase
Mat
urity
CUSIP
Yield
Date
Improvement
Area
5 -
Reserve
Fund
Improvement
Area
5 -
Surplus
Fund
2018-
La
Central
throp
CFD
Special
Tax
Fund
Surplus
Fund
Investments
Held
by
San
Joaquin
County
by
Account Sanitary
Sewer
Assessment
District #
t1
Pooled
Funds -
Redemption
Account
Investments
Held
by
PFM
Asset Management
Accou
by
nt
PFM
Man agemenAsset
t
Money
Market
Fund
U5
Bo
Treasury
nd /
Note
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
US
No
Treasury
tes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
US
No
Treasury
tes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
149269 .
5 149269. 6 149261. 1 149261. 2
SJ
CO
FUND #
57961
3 .
140% 3.140%
02/1 19
On
Demand $
02/1 19
On
Demand $

3. 140%
02/1 19
On
Demand $

3. 140 %
02/1 19
On
Demand $
Total
Investments
Held
by
Trustee -
UMB
Bank $

0.260%
10/ 87
On
Demand $
T
otal
Investments
Held
by
Trustee -
San
J
oaquin
County $
20260109
PFM
Funds -
Govt
Select
AAAm
91282CJP7

4. 375 %
12/5 23
12/5 26 $
91282CJP7

4.375%
12/5 23
12/5 26 $
91282CME8

4.250%
12/ 31 24
12/ 31 26 $
91282CJT9

4. 000 %
01/ 15 24
01/ 15 27 $
91282CMH1

4.125%
01/ 3 25
01/ 3 27 $
91282CKA8

4. 125 %
02/ 15 24
02/ 15 27 $
91282CKE0
250 % 4.
03/ 15 24
03/ 15 27 $
91282CKJ9
500 % 4.
15/ 240
04/ 15 27 $
91282CKR1

4.500%
05/ 1 24
05/ 1 27 $
91282CKR1
500 % 4.
05/ 1 24
05/ 1 27 $
91282CKR1
500 % 4.
05/ 1 24
05/ 1 27 $
91282CNE7

3. 875%
06/2 25
05/ 31 27 $
91282CKV2
625% 4.
06/ 17 24
06/ 15 27 $
91282CLN1

3. 750 %
06/ 30 25
06/ 30 27 $
91282CKZ3

4.375%
07/ 15 24
07/ 15 2 $
91282CKZ3
4 .
375%
07/ 15 24
07/ 15 2 $
91282CKZ3

4.375%
07/ 15 24
07/ 15 2 $
91282CLG4

3.750%
08/ 15 24
08/ 15/ 27 $
91282CLL3

3. 375%
09/ 16 24
09/ 15 27 $
91282CLQ2

3. 875%
10/5 24
10/5 27 $
91282CPE5

3.500%
10/ 31 25
10/ 31 27 $
91282CLX7
125% 4.
11/5 24
11/5 27 $
91282CPL9

3. 375%
12/ 01 25
11/ 30 27 $
91282CMB4

4.000%
12/6 24
12/5 27 $
91282CMF5

4. 250%
01/ 15 2
01/ 15 28 $
32 TABLE: 5
CITY
OF

LATHROP
Investments Held
by
Trustee -
Detailof
As
December
31,
2025
Investment Description
Acct
Number
Current
Purchase
Maturity
CUSIP
Yield
Date
USTreasury
Notes
USTreasury
Notes
US
No
Treasury
tes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
US
No
Treasury
tes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Notes
USTreasury
Subtotal:
91282CMN8 91282CMS7 91282CMW8 91282CND9 91282CND9 91282CND9 91282CN HO
91282CN
HO
91282CNM9 91282CNU1 91282CNY3 91282CNY3 91282CNY3 91282CPC9 91282CPC9 91282CPK1 91282CPK1

4. 250 % 3. 875 % 3.750% 3.750% 3. 750 % 3.750% 3.875% 3.875% 3 . 875% 3 .
625% 3.75 % 3.75% 3.75% 3. 500 % 3. 500 % 3.500% 3. 500 % 02/ 18 25 17/ 2503 04/ 15 2 15/ 2015/ 20 05/ 1 2 16/ 25006/ 1 25 07/ 15 2 08/ 15 2 09/ 15 2 09/ 15 2 09/ 15 2 10/5/ 2 10/5/ 2 11/7/ 25 11/7/ 25 02/ 15 28 03/ 15 28 04/ 15 28 15/ 280 05/ 1 28 05/ 1 28 15/ 2806 06/ 15 28 07/ 15 28 08/ 15 2 09/ 15 28 09/ 15 28 09/ 15 28 10/5 28 10/5 28 11/5 28 11/5 28 33 TABLE:
5 CITY
OF

LATHROP
Investments Held
by
Trustee -
Detail
As
of
December
31,
2025
Investment Description
Acct
Number
Current
Purchase
Maturity
CUSIP
Yield
Date
nation
Supra -
alBond /
Agency
Note
Intl
Finance
Corp
Notes
Inter -
American
Devel Corporate BK
Notes
Inter -
Dev
American
elCorporate BK
Notes
Intl
BK
Recon &
Develop
Notes
Supra -
National
Agency
Subtotal
Federal
Agency
Bond/ Note
Federal
Home
Loan
Banks
Notes (
Callable)
Federal
Home
Loan
No
Banks
tes (
Callable)
Fannie
Mae
Notes (
Callable)
Federal
Home
Loan
Bank
Federal
Home
Loan
Bank
Federal
Agency
Subtotal:

Interest Total
Accrued
Interest
45950KDF4

4. 375 %
12/ 06 23
01/ 15 27
4581X0EM6
4 .
375%
12// 23
02/1 27
45818WFN1
4 .
850%
04/ 25
07/ 19/ 27
459058LT8

3.625%
05/6 2
05/ 28
3130A
N
3T5

1. 000 %
03/ 21
03/ 26
3130ANCD0
1 .
110%
07/ 30 21
07/ 26
3135G06L2

0.875%
12/8 20
12/8 26
313065K64

4. 000 %
03/ 14 25
03/ 10 27
3130B6R24
3 .
875%
06/ 13 25
06/4 27
Total
Investments
Held
by
Trustee -
PFM
Asset Management $
Total
In
vestments
Held
by
Trustees $
34 ITEM 4.5

CITY MANAGER' S REPORT
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING
ITEM: DELEGATE AUTHORITY TO THE CITY MANAGER TO

MAKE DETERMINATIONS REGARDING INDUSTRIAL

DISABILITY RETIREMENT FOR LOCAL SAFETY

MEMBERS
RECOMMENDATION: Adopt a Resolution to Delegate Authority to the City Manager to Make Determinations Regarding
Industrial Disability Retirement for Local Safety
Members Pursuant to Government Code 21156 and
21173
SUMMARY:

The City' scontract with CaIPERS provides an Industrial Disability Retirement ( IDR) benefit for Local Safety Members. This benefit is for members who can no longer perform their usual job duties due to a work -related injury or illness.

The California Public Employees' Retirement System ( CaIPERS) provides that an IDR for Local Safety Members must to be determined by either the governing body or an official delegate appointed by the governing body.

Delegating this authority to the City Manager is consistent with the powers and duties assigned to the City Manager as the administrative head of the City. The City will follow IDR application procedures as required by CaIPERS.

BACKGROUND:

Government Code section 21156( a)( 2) provides that the board or governing body of the contracting agency shall make a determination on a member' s disability retirement on the basis of competent medical opinion and shall not use disability retirement as a substitute for the disciplinary process.

Government Code section 21156( b)( 1) provides that the governing body of a contracting agency upon receipt of request of the board pursuant to Government Code section 21154 shall certify to the board its determination under this section that the member is or is not incapacitated.

Local Safety agencies will make a medical determination for both disability retirement and industrial disability retirement.

Government Code Section 21173 allows the governing body of a contracting agency to delegate any authority or duty conferred or imposed to a subordinate officer subject to conditions it may impose. Delegating the authority to determine an Industrial Disability Retirement to the City Manager is consistent with other cities. 35 CITY MANAGER' SREPORT PAGE 2
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING

DELEGATE AUTHORITY TO THE CITY MANAGER TO MAKE DETERMINATIONS

REGARDING INDUSTRIAL DISABILITY RETIREMENT FOR LOCAL SAFETY

MEMBERS
REASON FOR RECOMMENDATION:

By delegating the authority for IDR determinations to the City Manager, employee medical and personnel information included in an IDR application will be kept confidential rather than bringing this information to a public meeting.

FISCAL IMPACT:

Staff time to prepare this report.

ATTACHMENTS:

A. Resolution of the City Council of the City of Lathrop to Delegate Authority to the City Manager to Make Determinations Regarding Industrial Disability Retirement for Local Safety Members Pursuant to Government Code 21156 and 21173
36 CITY MANAGER' S REPORT PAGE 3
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING

DELEGATE AUTHORITY TO THE CITY MANAGER TO MAKE DETERMINATIONS

REGARDING INDUSTRIAL DISABILITY RETIREMENT FOR LOCAL SAFETY

MEMBERS
APPROVALS:

Julia a Burns Date
Director of Human Resources
Z / silo Z tQ
Thomas Hedegard Date
Deputy City Manager
S• to Z6
Salvador Navarrete Date
City Attorney
Z•V-lAv.

Stephen J. Salvatore Date
City Manager
37 RESOLUTION NO. 26-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO

DELEGATE AUTHORITY TO THE CITY MANAGER TO MAKE DETERMINATIONS

REGARDING INDUSTRIAL DISABILITY RETIREMENT FOR LOCAL SAFETY MEMBERS PURSUANT TO GOVERNMENT CODE 21156 AND 21173
WHEREAS, the City of Lathrop is a contracting agency with the California Public Employees' Retirement System ( CaIPERS); and
WHEREAS, the City' s contract with CaIPERS provides an Industrial Disability Retirement ( IDR) benefit for Local Safety Members; and WHEREAS, this benefit is for members who can no longer perform their usual job duties due to a work -related injury or illness; and WHEREAS, the California Public Employees' Retirement System ( CaIPERS) allows Industrial Disability Retirement ( IDR) for Local Safety Members to be determined by either the governing body or an official delegate appointed by the governing body; and
WHEREAS, delegating the authority for IDR determinations to the City Manager is consistent with the powers and duties assigned to the position of the City Manager as the administrative head of the City; and
WHEREAS, by delegating the authority for IDR determinations to the City Manager, employee medical and personnel information included in an Industrial Disability Retirement application will be kept confidential rather than bringing this information to a public meeting;
NOW, THEREFORE, BE IT RESOLVED, that pursuant to Government Code 21156 and 21173, the City Council of the City of Lathrop does hereby delegate to the City Manager the authority to make determinations of disability on behalf of the City and to determine whether such disability is industrial and to certify such determinations and all other necessary information to the California Public Employees' Retirement System.

Resolution 26-
38 The foregoing resolution was passed and adopted this 9th day of February 2026, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

Paul Akinjo, Mayor
APPROVED AS TO FORM:

Teresa Vargas, City Clerk Salvador NavarT' ete, City Attorney Resolution 26-
39 PAGE LEFT

INTENTIONALLY
BLANK
40 CITY MANAGER' S REPORT ITEM 4. 6
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING
ITEM: DESIGNATION OF THE CITY OF LATHROP' SLABOR

NEGOTIATORS PURSUANT TO THE BROWN ACT
GOVERNMENT CODE SECTION 54957. 6)
RECOMMENDATION: Adopt a Resolution to Establish a List of Designated Representatives of the City of Lathrop to Participate
in Closed Session with the City Council to discuss
Labor Negotiations with the Identified Bargaining
Units and Unrepresented Employees for Negotiations
for the 2026 Calendar Year
SUMMARY:

The City currently has Memorandums of Understanding ( MOU' s) with the following bargaining units:

Service Employees International Union, Local 1021 ( SEIU) Lathrop Mid - Managers and Confidential Employees Association ( LMCEA) Lathrop Police Officers Association ( LPOA)
During the negotiation process, the Chief Negotiator will also consider compensation and benefits for unrepresented staff and unrepresented sworn staff, as the City has done in the past.

The current MOU' sexpire on June 30, 2026. Staff will begin negotiations with the three bargaining units in February 2026.

BACKGROUND
Government Code Section 54947. 6provides that prior to closed session, the legislative body of the local agency shall hold an open and public session in which it identifies its designated representatives.

The City Manager, Stephen J. Salvatore, serves as the City' s Chief Negotiator for
bargaining and has selected the following staff to serve on the negotiating team:

Salvador Navarrete, City Attorney
Michael King, Assistant City Manager
Thomas Hedegard, Deputy City Manager
Che Johnson, Specialized Legal Counsel
Mr. Che Johnson with Liebert Cassidy Whitmore will serve as specialized legal counsel. Mr. Johnson specializes in labor relations and has supported the City with past negotiations. If necessary, Mr. Johnson will also participate in Closed Session. 41 CITY MANAGER' SREPORT PAGE 2
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING

ESTABLISH A LIST OF DESIGNATED REPRESENTATIVES TO PARTICIPATE

IN CLOSED SESSION TO DISCUSS LABOR NEGOTIATIONS ( GOVERNMENT CODE 54957. 6)
REASON FOR RECOMMENDATION:

Staff recommends that a resolution be adopted to establish a list of representatives to meet with the City Council, as needed, in order to comply with the provisions of Government Code 54957. 6.

FISCAL IMPACT:

Staff time to prepare this report.

ATTACHMENTS:

A. Resolution to Establish a List of Designated Representatives of the City of Lathrop to Participate in Closed Session with the City Council to Discuss Labor Negotiations with the Identified Bargaining Units and Unrepresented Employees for Negotiations for the 2026 Calendar Year.
42 CITY MANAGER' S REPORT PAGE 3
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING

ESTABLISH A LIST OF DESIGNATED REPRESENTATIVES TO PARTICIPATE

IN CLOSED SESSION TO DISCUSS LABOR NEGOTIATIONS ( GOVERNMENT CODE 54957. 6)
APPROVALS:

Juliana rns Date
Director of Human Resources
Thomas Hedegard Date
2/r/Zoz, p
Deputy City Manager
Salvador Navarrete Date
City Attorney
Stephen J. Salvatore
City Manager
Date
2 • s• Z! o
43 RESOLUTION NO. 26-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO

ESTABLISH A LIST OF DESIGNATED REPRESENTATIVES OF THE CITY OF

LATHROP TO PARTICIPATE IN CLOSED SESSION WITH THE CITY COUNCIL

TO DISCUSS LABOR NEGOTIATIONS WITH THE IDENTIFIED BARGAINING

UNITS AND UNREPRESENTED EMPLOYEES FOR NEGOTIATIONS FOR THE 2026 CALENDAR YEAR
WHEREAS, the City of Lathrop will begin labor negotiations with Service Employees International Union, Local 1021 ( SEIU), Lathrop Mid - Managers and Confidential Employees Association ( LMCEA), Lathrop Police Officers Association ( LPOA) and Unrepresented Employees in February 2026; and
WHERAS, the Memorandums of Understanding with the identified bargaining units expire on June 30, 2026; and
WHEREAS, during the negotiation process, the Chief Negotiator will also consider compensation and benefits for unrepresented staff and unrepresented sworn staff, as the City has done in the past; and
WHEREAS, Government Code Section 54947. 6provides that prior to closed session, the legislative body of the local agency shall hold an open and public session in which it identifies its designated representatives;
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby establish the following persons as designated representatives to represent the City in closed session labor negotiations with the following unions and unrepresented employee positions pursuant to Government Code Section 54947. 6:

Service Employees International Union, Local 1021 ( SEIU) Lathrop Mid -Managers and Confidential Employees Association ( LMCEA) Lathrop Police Officers Association ( LPOA)
Unrepresented Staff Members
Unrepresented Sworn Staff Members
Designated Representatives
Stephen J. Salvatore, Chief Negotiator
Salvador Navarrete, City Attorney
Michael King, Assistant City Manager
Thomas Hedegard, Deputy City Manager
Che Johnson, Specialized Legal Counsel
Resolution 26-
44 The foregoing resolution was passed and adopted this 9th day of February 2026, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Paul Akinjo, Mayor
ATTEST: APPROVED AS TO FORM:

Teresa Vargas, City Clerk Salvador Navarr te, City Attorney Resolution 26-
45 PAGE LEFT

INTENTIONALLY
BLANK
46 ITEM 4. 7

CITY MANAGER' SREPORT
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING
ITEM: LATHROP TRANSIT FARE - FREE PROGRAM
RECOMMENDATION: Adopt Resolution to Authorize the Lathrop Transit Fare -Free Program through June 30, 2027
SUMMARY:

The City of Lathrop' stransit system, Lathrop Transit, was launched in Quarter 2 of 2025 to improve mobility, accessibility, and transportation equity for residents throughout the City. The system consists of a demand - responsive dial - a -ride microtransit service complemented by a fixed - route " School Tripper" designed to serve peak school commute periods while remaining open to the general public.

In August 2025, the City Council approved a fare -free pilot program for the fixed - route component of Lathrop Transit. That action was subsequently extended by City Council on December 8, 2025, along with approval to align the school tripper schedule with the Lathrop High School bell schedule. These prior actions have played a critical role in accelerating ridership growth, reducing barriers to access, improving service reliability, and simplifying system operations.

Since implementation of fare -free fixed -route service, Lathrop Transit has experienced consistent month - over -month increases in ridership, indicating growing community awareness and reliance on transit as a daily mobility option for students, families, and residents. New " Bus Stop" signage along the school tripper fixed routes has further improved visibility and ease of use.

Building on the success of the fare -free fixed -route program and informed by the City Council' s prior actions, staff now recommends expanding the fare -free structure to include the entire Lathrop Transit system, including dial - a - ride microtransit service.

A systemwide fare -free approach removes economic barriers, reduces administrative and enforcement costs, improves operational efficiency, and allows the City to more accurately evaluate true transit demand during this formative stage of the system.

Staff further recommends extending the systemwide fare -free program through June 30, 2027, aligning the duration of the program with the Transit Budget approved by City Council on June 23, 2025. Aligning the fare policy with the adopted budget horizon ensures fiscal consistency, operational stability, and a comprehensive multiyear evaluation period under consistent service conditions.

BACKGROUND:

Lathrop Transit was developed to increase transportation equity, convenience, and accessibility for residents citywide, including students, seniors, individuals with disabilities, and households without reliable access to private transportation. The 47 CITY MANAGER' S REPORT
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING

LATHROP TRANSIT FARE - FREE PROGRAM
PAGE 2
system combines a flexible dial -a -ride microtransit service with a fixed -route " School Tripper" operating during morning and afternoon peak school commute periods.

While designed to complement student travel needs, the fixed route remains open to the general public in compliance with state and federal funding requirements.

Recognizing the challenges new transit systems face in establishing early ridership, the City Council approved a fare -free pilot program for the fixed - route service in August 2025. On December 8, 2025, City Council approved an extension of the fare - free fixed - route program through June 30, 2026 and authorized modifications to align the fixed - route schedule with the Lathrop High School schedule. These actions reduced barriers to access, improved schedule reliability for the system' shighest -use periods, and supported sustained ridership growth.

Staff analysis indicates that fare -free service is particularly effective for emerging transit systems, where fare revenue represents a de minimis portion of total operating funds. Conversely, the administrative burden associated with fare collection — including fare media, cash handling, enforcement, customer service, and security — can be disproportionately high. Eliminating fares streamlines operations, reduces boarding delays, and allows staff resources to focus on service quality and safety.

Expanding fare -free service to include dial -a -ride microtransit further enhances equity and system efficiency. A unified, systemwide fare policy is easier for the public to understand, eliminates confusion between service types, and ensures equal access for residents with varying mobility needs. Importantly, it also allows the City to observe actual travel behavior without fare -related suppression, producing more accurate data for long- term planning and funding decisions.

The Transit Budget approved by City Council on June 23, 2025 was developed with the understanding that fare revenue would be minimal and not a material contributor to system operations. Extending fare -free service through June 30, 2027 aligns transit operations with the approved budget framework and avoids mid -cycle fare changes that could disrupt ridership trends or complicate fiscal analysis.

All services provided under Lathrop Transit will operate on a fare -free basis for all riders and trip purposes, including:

Fixed Route (" School Tripper")
Dial - A -Ride Microtransit
The hours of operation for Lathrop Transit are Monday through Friday 7am until 5pm, except on holidays. Additional information about Lathrop Transit is available online at www. Iathroptransit. com.
48 CITY MANAGER' S REPORT
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING

LATHROP TRANSIT FARE - FREE PROGRAM
REASON FOR RECOMMENDATION:

PAGE 3
The proposed systemwide fare -free program builds directly upon City Council' s prior
actions approving and extending fare -free fixed - route service and aligning the School Tripper schedule with school demand. Expanding fare -free service across the entire system removes financial barriers to access, particularly for students, seniors, lowincome households, and residents without access to private vehicles.

Fare -free service also reduces administrative and enforcement burdens associated with fare collection, improves boarding efficiency, and enhances overall service reliability. Extending the program through June 30, 2027 provides policy consistency with the Transit Budget approved on June 23, 2025 and allows for a stable, multiyear evaluation of ridership trends, service utilization, and operational performance.

For these reasons, staff recommends City Council approval of a systemwide fare -free program for Lathrop Transit through June 30, 2027.

FISCAL IMPACT:

Fare revenue for Lathrop Transit represents a de minimis portion of total operating costs and was assumed as minimal in the Transit Budget approved by City Council on June 23, 2025. Extending fare -free service systemwide through June 30, 2027 is consistent with the adopted budget and does not create a material fiscal impact.

All existing funding sources remain eligible under a fare -free structure. Staff will continue to monitor ridership, operating costs, and funding conditions and will return to City Council prior to the conclusion of the program with an evaluation and recommendation regarding future fare policy.

ATTACHMENTS:

A. Resolution to Approve Lathrop Transit Fare -Free Program through June 30, 2027
49 CITY MANAGER' SREPORT
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING

LATHROP TRANSIT FARE -FREE PROGRAM
APPROVALS:

Thomas Hedegard Date
Deputy City Manager
3/ 20 Z b
PAGE 4
Salvador Navarrete Date
City Attorney

2.4•Z
Stephen J. Salvatore Date
City Manager
50 RESOLUTION NO. 26-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO

AUTHORIZE THE LATHROP TRANSIT FARE -FREE PROGRAM THROUGH JUNE 30, 2027
WHEREAS, the City of Lathrop' stransit system, Lathrop Transit, was launched in Quarter 2 of 2025 to improve mobility, accessibility, and transportation equity for residents throughout the City. The system consists of a demand - responsive dial - a - ride microtransit service complemented by a fixed -route " School Tripper" designed to serve peak school commute periods while remaining open to the general public; and
WHEREAS, in August 2025, the City Council approved a fare -free pilot program for the fixed - route component of Lathrop Transit. That action was subsequently extended by City Council on December 8, 2025, along with approval to align the school tripper schedule with the Lathrop High School bell schedule; and WHEREAS, these prior actions have played a critical role in accelerating ridership growth, reducing barriers to access, improving service reliability, and simplifying system operations; and
WHEREAS, since implementation of fare -free fixed - route service, Lathrop Transit has experienced consistent month - over -month increases in ridership, indicating growing community awareness and reliance on transit as a daily mobility option for students, families, and residents. New " Bus Stop" signage along the school tripper fixed routes has further improved visibility and ease of use; and WHEREAS, building on the success of the fare -free fixed -route program and informed by the City Council' s prior actions, staff now recommends expanding the fare -free structure to include the entire Lathrop Transit system, including dial -a - ride microtransit service; and
WHEREAS, a systemwide fare -free approach removes economic barriers, reduces administrative and enforcement costs, improves operational efficiency, and allows the City to more accurately evaluate true transit demand during this formative stage of the system; and
WHEREAS, the proposed fare changes are listed in the tables below. 51 Proposed Fixed Route Fare Free Pilot Program for Lathrop Transit through 6/ 30/ 27:

Fixed Route Fares Dial -A -Ride & ADA Paratransit
One Way
10 -Ride
Pass
31 - Day
Pass
One Way
10 -Ride
Pass
31 -Day
Pass
General
18- 61)
Free Free Free Free Free Free
Seniors, ADA,
Youth( 2-17)
Free Free Free Free Free Free
Children
Under 2 ( with
accompanying
adult)
Free Free Free Free Free Free
and
WHEREAS, staff further recommends extending the systemwide fare -free program through June 30, 2027, aligning the duration of the program with the Transit Budget approved by City Council on June 23, 2025. Aligning the fare policy with the adopted budget horizon ensures fiscal consistency, operational stability, and a comprehensive multi -year evaluation period under consistent service conditions; and WHEREAS, all existing funding sources remain eligible under a fare -free structure. Staff will continue to monitor ridership, operating costs, and funding conditions and will return to City Council prior to the conclusion of the program with an evaluation and recommendation regarding future fare policy.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop authorizes the Lathrop Transit Fare -Free Program through June 30, 2027. 52 The foregoing resolution was passed and adopted this 9th day of February 2026, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Paul Akinjo, Mayor
ATTEST: APPROVED AS TO FORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney 53 PAGE LEFT

INTENTIONALLY
BLANK
54 ITEM 4.8

CITY MANAGER' SREPORT
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING
ITEM: DECLARE EIGHT VEHICLES AND VARIOUS FURNITURE

AND EQUIPMENT SURPLUS PROPERTY AND

AUTHORIZE THEIR DISPOSAL
RECOMMENDATION: Adopt a Resolution to Declare Eight Vehicles and Various Furniture and Equipment Surplus Property and
Authorize Their Disposal
SUMMARY:

The City currently has eight surplus vehicles and various furniture and equipment that have reached their useful life, have been replaced, or the repair costs exceed their fair market value.

The City' s policy regarding disposition of surplus property allows for surplus property to be sold at auction. In the event that the auction is unsuccessful, the City may choose to donate, discard or recycle the property. Pursuant to Council Resolution 21- 4831, the City Council declared surplus property with a value of $ 1, 500 or less to be of de minimus value and any disposal therefore does not create a gift of public funds. Council adopted a donation policy through the same Resolution to allow the City to donate surplus City vehicles with a value of less than $ 1, 500 to local nonprofits or charities. Any vehicles with a failed auction sale will be returned to the City so the City can begin the donation process to local non -profits or charities.

BACKGROUND:

The City of Lathrop updated its policy regarding disposition of surplus vehicles on December 1, 2014 pursuant to Resolution 14- 3848 and staff recommends that the items listed on Attachment " B" be declared surplus property in accordance with this policy. All of these items have reached their useful life, have been replaced, or the cost of repair exceeds their value. Each item listed on the attachment has a brief description of the condition of each item. All the listed items are ready to be declared as surplus property for sale, recycling, or disposal.

According to City policy, if the market value of the surplus items is greater than 5, 000, the Purchasing Officer shall present the listing of such assets to the City Council for action regarding their declaration as surplus. It has been determined that these items collectively could have a value greater than $ 5, 000.

Surplus vehicles will be sold at public auction by Nationwide Fleet Services pursuant to an existing contract. In the event that the property remains unsold, the City Council may choose to donate, discard or recycle the property. Pursuant to Council Resolution 21- 4831 the City Council declared surplus property with a value of $1, 500 or less to be of de minimus value and the donation thereof does not create a gift of 55 CITY MANAGER' S REPORT PAGE 2
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING

DECLARE EIGHT VEHICLES AND VARIOUS FURNITURE AND EQUIPMENT

SURPLUS PROPERTY AND AUTHORIZE THEIR DISPOSAL
public funds. Council adopted a donation policy through the same resolution to allow the City to donate surplus City vehicles with a value of less than $ 1, 500 to local nonprofits or charities. Surplus equipment will be discarded or recycled if all other disposal methods are not successful.

REASON FOR RECOMMENDATION:

Pursuant to City policy, at least once a year each Department Head shall conduct a review of inventory, goods and supplies utilized by that department and shall determine what items have become surplus. City staff has gathered a list of surplus items from all department' s
which are included in Attachment " B". These surplus
assets have been reviewed and determined that their collective value could be greater than $ 5, 000. In addition, once the surplus items are discarded, it will help each department maintain storage space.

FISCAL IMPACT:

Any net revenues from the sale of these items will be returned to the City' s general fund.

ATTACHMENTS:

A. Resolution to declare certain vehicles and equipment surplus property and authorize their disposal
B. Surplus Inventory List
56 CITY MANAGER' S REPORT PAGE 3
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING

DECLARE EIGHT VEHICLES AND VARIOUS FURNITURE AND EQUIPMENT

SURPLUS PROPERTY AND AUTHORIZE THEIR DISPOSAL
APPROVALS:
u
T nyasfi illamas
Senior Accountant
000,* Date
1/ 2,/ c2c1. 26
Date
Thomas Hedegard Date
Deputy City Manager
2_ - G
Salvador Navarrete Date
City Attorney
Z•L' zco'
Step Step en J. J. Salvatore Date
City Manager
57 RESOLUTION NO. 26-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO

DECLARE EIGHT VEHICLES AND VARIOUS ITEMS SURPLUS PROPERTY AND

AUTHORIZE THEIR DISPOSAL
WHEREAS, the City of Lathrop has a policy that allows for the disposal of equipment and inventory with City Council approval; and WHEREAS, the City has surplus vehicles, furniture and equipment, which have reached their useful life, are inoperable, or the cost of repairs exceed their value; and
WHEREAS, the City Council has reviewed the list of surplus vehicles and items with a possible collective value of $ 1, 500 or more; and WHEREAS, items that meet the criteria and are over $ 1, 500 will be sent to auction.

NOW, THEREFORE, BE IT RESOLVED that the City Council declares the items, as listed in Attachment " B" in the City Manager' sreport, to be surplus property and authorizes the City Manager to dispose of the surplus equipment and inventory.

Surplus vehicles will be sold at public auction by Nationwide Fleet Services pursuant to an existing contract. In the event that the property remains unsold, a list of such goods shall be presented to City Council who may choose to recycle, salvage or donate to charity.

The foregoing resolution was passed and adopted this 9th day of February, 2026, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Paul Akinjo, Mayor
ATTEST: APPROVED AS TO FORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney 58 ATTACHMENT B
Surplus Inventory List
March 9, 2026
Surplus Type: Vehicle/ Other
Surplus Reason Codes: A -No longer needed B -Reached useful life C -Replaced D -Cost to repair is higher than value E- Damaged/ notworking
Surplus
Reason
Code Description Year/ Make/odel Vin / Serial Number Quantity Dept.

E Police Patrol Unit 2022 Ford Explorer Interceptor I FM5K8ABXNGC23445 I PD D
Police Watch Commander
Unit
2020 Chevrolet Tahoe I GNLCDEC9LR 18269 I I PD
D Bucket Lift Truck 2007 Chevrolet C4500 I GBE4C I G27F42365 I I PW D Pickup Truck 20 I 5 Chevrolet Silverado 1500 I GCRCPEH4FZ23523 I PW D Pickup Truck 20 I 6 Chevrolet Silverado 1500 I GCRCNEHOGZ368954 I PW C Pickup Truck 2015 Chevrolet Silverado 1500 IGCRCPEH8FZ233974 I PW D SUV 2014 Ford Explorer Interceptor I FM5K8AR5EGB02450 I ISD D SUV 2016 Ford Explorer Interceptor I FM5K8AR9GGB54540 I ISD Surplus Type: Furniture
Surplus Reason Codes: A -No longer needed B -Reached useful life C -Replaced D -Cost to repair is higher than value E- Damaged/ not working
Surplus
Reason
Code Description Year/ Make/odel Vin / Serial Number Quantity Dept.

A Desk Chair N/ A N/ A I CD
C
Plastic
s
Chairs with Metal
Legs
N/ A N/ A 46 PR
C Chair Cart N/ A N/ A 2 PR
A Brown Side Table N/ A N/ A 3 PR

Page 1 of 2 ends

59 ATTACHMENT B
Surplus Inventory List
March 9, 2026
Surplus Type: Electronic
Surplus Reason Codes: A -No longer needed B -Reached useful life C -Replaced D -Cost to repair is higher than value E- Damaged/ not working
Surplus
Reason
Code Description Year/ Make/odel Vin / Serial Number Quantity Dept E Typewriter N/ A N/ A I CD
C
Sound System with 6
Speakers
N/ A N/ A 7 PR
C Sound System N/ A N/ A 2 PR
Surplus Type: Other
Surplus Reason Codes: A -No longer needed B -Reached useful life C -Replaced D -Cost to repair is higher than value E- Damaged/ notworking
Surplus
Reason
Code Description Year/ Make/odel Vin / Serial Number Quantity Dept A Desk Organizers N/ A N/ A 6 CD
A Plastic Floor Mat N/ A N/ A I CD
A Black Filing Cabinet N/ A N/ A I CD
A File Cabinet N/ A N/ A 5 PR

Page 2 of 2 ends

60 ITEM 4. 9

CITY MANAGER' S REPORT
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING
ITEM:

RECOMMENDATION:

APPROVE SOFTWARE AS A SERVICE

AGREEMENT WITH KAIZEN LABORATORIES,
INC. TO PROVIDE RECREATION

REGISTRATION SOFTWARE MANAGEMENT

SYSTEM FOR PARKS AND RECREATION AND

BUDGET ADJUSTMENT
Adopt a Resolution to Approve a Software as a
Service Agreement with Kaizen Laboratories,
Inc. to Provide Recreation Registration
Software Management System for Parks and
Recreation and Budget Adjustment
SUMMARY:

The current software used by the Parks and Recreation Department to manage public registration for recreational activities has reached end of life and is no longer supported, requiring replacement. Following a competitive selection process, Kaizen Laboratories, Inc. was selected to provide a Recreation Registration Software Management System for the Parks and Recreation Department.

The previously approved City Council budgets for fiscal years 2025-6 and 2026-7 did not include sufficient funding for this expense. As a result, staff is requesting a budget adjustment to fund the proposed agreement.

Staff recommends that the City Council approve a Software as a Service Agreement with Kaizen Laboratories, Inc. to provide a Recreation Registration Software Management System for the Parks and Recreation Department for a five ( 5) -year term, in an amount not to exceed $ 106,97. 00, along with the associated budget adjustments of $ 19, 995 for fiscal year 2025-6 and $ 15, 000 for fiscal year 2026-

27. BACKGROUND:

The existing software used by the Parks and Recreation Department to manage registration for recreational activities is scheduled to terminate on July 1, 2026. The software has reached end of life and will no longer function after this date. As a result, replacement software is required to ensure the continued ability to manage recreation program registrations for the City of Lathrop.

In response to a Request for Proposals ( RFP), eight (8) proposals were received. The Parks and Recreation Department evaluated the proposals and identified the top three ( 3) vendors through a scoring process. The Information Systems Department 61 CITY MANAGER' S REPORT: FEBRUARY 9, 2026 PAGE 2

APPROVE SOFTWARE AS A SERVICE AGREEMENT WITH KAIZEN
LABORATORIES, INC. TO PROVIDE RECREATION REGISTRATION SOFTWARE

MANAGEMENT SYSTEM FOR PARKS AND RECREATION AND BUDGET

ADJUSTEMENT
then conducted a comprehensive technical evaluation of the top three vendors and determined that Kaizen Laboratories, Inc. submitted the most responsive proposal.

Staff is requesting that the City Council approve a Software as a Service Agreement with Kaizen Laboratories, Inc. to provide a Recreation Registration Software Management System for the Parks and Recreation Department for a five ( 5) -year term, in an amount not to exceed $ 106,97. 00. Staff is also requesting a budget adjustment from the General Fund to increase expenditures by $ 19, 995 for fiscal year 2025-6 and $ 15, 000 for fiscal year 2026-7.

REASON FOR RECOMMENDATION:

The current software used to manage recreational activity registrations is scheduled to terminate and will no longer function after July 1, 2026. Approval of the recommended agreement will allow the City to replace the end -of -life system and ensure continued, uninterrupted registration services for Parks and Recreation programs.

FISCAL IMPACT:

Sufficient funds were not included in the City Council approved budget for the fiscal year 25-6 or 26-7 and therefore the following adjustment is required from the General Fund Reserve.

Increase expenditures
FY 25-6 1010- 3- 01- 435- 10- 0 $19, 995
FY 26-7 1010- 3- 01- 435- 10- 0 $15, 000
ATTACHMENTS:

A. A Resolution Approving Software as a Service Agreement with Kaizen Laboratories, Inc. to Provide Recreation Registration Software Management System for Parks and Recreation and Budget Adjustment
B. Software as a Service Agreement with Kaizen Laboratories, Inc. to Provide Recreation Registration Software Management System for Parks and Recreation
62 CITY MANAGER' SREPORT: FEBRUARY 9, 2026 PAGE 3

APPROVE SOFTWARE AS A SERVICE AGREEMENT WITH KAIZEN
LABORATORIES, INC. TO PROVIDE RECREATION REGISTRATION SOFTWARE

MANAGEMENT SYSTEM FOR PARKS AND RECREATION AND BUDGET

ADJUSTEMENT
APPRO
ernandes Date
Infor atio stems Director
Cari Ja
Finance D r: ctor
29oe2G
Date
Zq/' 1v2co,
Thomas Hedegard Date
Deputy City Manager

2. Salvador Navarrete Date
City Attorney
Steen J. Salvatore Date
City Manager
63 RESOLUTION NO. 26 -

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO

APPROVE SOFTWARE AS A SERVICE AGREEMENT WITH KAIZEN
LABORATORIES, INC. TO PROVIDE RECREATION REGISTRATION SOFTWARE

MANAGEMENT SYSTEM FOR PARKS AND RECREATION AND BUDGET

ADJUSTMENT
WHEREAS, the current software used by the Parks and Recreation Department to manage public registration for recreational activities has reached end of life and is no longer supported; and
WHEREAS, as a result, replacement software is required to ensure the continued ability to manage recreation program registrations for the City of Lathrop; and
WHEREAS, in response to a Request for Proposals ( RFP), eight ( 8) proposals were received; and
WHEREAS, determined that Kaizen Laboratories, Inc. submitted the most responsive proposal; and
WHEREAS, sufficient funds were not included in the City Council approved budget for the fiscal year 25-6 or 26-7; and
WHEREAS, staff requests a budget adjustment from the General Fund to increase expenditures by $ 19, 995 for fiscal year 2025-6 and $ 15, 000 for fiscal year 2026-7; and
WHEREAS, staff recommends that the City Council approve a Software as a Service Agreement with Kaizen Laboratories, Inc. to provide a Recreation Registration Software Management System for the Parks and Recreation Department for a five ( 5) -year term, in an amount not to exceed $ 106,97. 00; and NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby approve the Software as a Service Agreement with Kaizen Laboratories, Inc. to provide a Recreation Registration Software Management System for the Parks and Recreation Department for a five ( 5) -year term, in an amount not to exceed $ 106,97. 00; and
BE IT FURTHER RESOLVED, that the City Council of the City of Lathrop does hereby approve the budget adjustment to increase the expenditures as detailed below.

Increase expenditures
FY 25-6 1010- 3- 01- 435- 10- 0 $19, 995
FY 26-7 1010- 3- 01- 435- 10- 0 $15, 000
64 The foregoing resolution was passed and adopted this 9th day of February 2026, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Paul Akinjo, Mayor
ATTEST: APPROVED AS TO FORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney 65 Attachment "B"

CITY OF LATHROP SOFTWARE AS A SERVICE AGREEMENT WITH
KAIZEN LABORATORIES, INC. TO PROVIDE RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
THIS AGREEMENT, dated for convenience this February 9, 2026 is by and between Kaizen Laboratories, Inc. (" CONSULTANT") and the City of Lathrop, a California municipal corporation (" CITY");
RECITALS:

WHEREAS, CONSULTANT provided a proposal as a response to the Request for Proposals (RFP) submitted by Parks and Recreation Department; and WHEREAS, CITY selected the CONSULTANT pursuant to said RFP response; and WHEREAS, CONSULTANT is willing to render such recreation registration software management system, as hereinafter defined, on the following terms and conditions; NOW, THEREFORE, CONSULTANT and the CITY agree as follows:

AGREEMENT
1) Scope of Service
Subject to CONSULTANT' sdigital services terms and conditions ("Kaizen' sT&Cs"), CONSULTANT grants to CITY and its Authorized Users a limited, worldwide, nonexclusive, non -transferable right during the Term to use the recreation registration software management system (" Services") in accordance with Kaizen' sT&Cs and the Order Form provided by CONSULTANT, attached hereto as Exhibit " A" and incorporated herein by reference. CONSULTANT represents it is prepared to and can diligently perform these services in accordance with the customary standards of its profession and to CITY' Ssatisfaction. The fee proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved of in advance and in writing, by the CITY.
2) Compensation
CITY hereby agrees to pay CONSULTANT a sum not to exceed $ 106,97 for the five ( 5) year term for the recreation software registration software management system, incorporated herein by reference, notwithstanding any contrary indications, which is attached hereto as Exhibit " A".

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66 CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
CONSULTANT shall be paid any uncontested sum due and payable within thirty 30) days of receipt of billings containing all information pursuant to Paragraph 5 below. All fees are due annually in advance unless otherwise specified in Exhibit A, In no event shall CONSULTANT be entitled to compensation for work not included in Exhibit "A", unless a written change order or authorization describing the extra work and payment terms has been executed by CITY' s authorized representative prior to the commencement of the work.
3) Effective Date and Term
The effective date of this Agreement is February 9, 2026, and it shall terminate no later than June 30, 2031.
4) Independent Contractor Status
It is expressly understood and agreed by both parties that CONSULTANT, while engaged in carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and not an employee of the CITY. As an independent contractor, CONSULTANT is responsible for controlling the means and methods to complete the scope of work described in Exhibit "A" to City' ssatisfaction.

CONSULTANT expressly warrants not to represent, at any time or in any manner, that CONSULTANT is an employee of the CITY.
5) Billings
CITY will pay CONSULTANT the fees and any other amounts owing under this Agreement, as specified in the applicable Order Form. Any additional services or hardware not set forth in an Order Form may be subject to additional fees. Unless otherwise specified in the Order Form, CITY will pay all amounts due within 30 days of the date of the applicable invoice. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Except as specifically authorized by CITY, CONSULTANT shall not bill CITY for duplicate services performed by more than one person. In no event shall CONSULTANT submit any billing for an amount in excess of the rates or the maximum amount of compensation provided in section ( 2) for either task or for the entire Agreement, unless modified by a properly executed change order.
6) Advice and Status Reporting
CONSULTANT shall provide the CITY with timely reports, orally or in writing, of all significant developments arising during performance of its services hereunder, and shall furnish to CITY such information as is necessary to enable CITY to monitor the performance of this Agreement. CONSULTANT shall submit to CITY such reports,

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67 CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
diagrams, drawings and other work products developed pursuant to the Scope of Services.
7) Auditing
CONSULTANT agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. No more than once per calendar year, CONSULTANT agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon thirty days' advance written notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with the requirement.

CONSULTANT further agrees to maintain such records for a period of three ( 3) years after final payment under this agreement.
8) Assignment of Personnel

CONSULTANT
capabilities and
acknowledges
on the qualifications
that the
of CONSULTANT' s
CITY has relied
principals
on CONSULTANT' s
and staff as
identified in its proposal to CITY. The services shall be performed by, or under the direct supervision, of CONSULTANT' sAuthorized Representative:

CITY shall be notified by CONSULTANT of any change of its Authorized Representative.

CONSULTANT shall assign only competent personnel to perform services pursuant to this Agreement.
9) Assignment and Subcontracting
It is recognized by the parties hereto that a substantial inducement to CITY for entering into this Agreement was, and is, the professional reputation and competence of CONSULTANT. Neither this Agreement nor any interest therein may be assigned by CONSULTANT without the prior written approval of CITY' S authorized representative, except that CONSULTANT may assign this Agreement without CITY' sconsent to a successor ( including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of the CONSULTANT' sobligations under this Agreement.

CONSULTANT shall not subcontract any portion of the performance contemplated and provided for herein, other than the subcontractors noted in the proposal, without prior written approval of the CITY' Sauthorized representative.

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68 CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
10) Insurance
On or before beginning any of the services or work called for by any term of this Agreement, CONSULTANT, at its own cost and expense, shall carry, maintain for the duration of the Agreement, and provide proof thereof that is acceptable to the CITY the insurance specified in subsections (a) through ( c) below with insurers and under forms of insurance satisfactory in all respects to the CITY. CONSULTANT shall not allow any subcontractor to commence work on any subcontract until all insurance required of the CONSULTANT has also been obtained for the subcontractor. Verification of this insurance shall be submitted and made part of this Agreement prior to execution.
a) Workers'
sole cost
Compensation.
and expense, maintain

CONSULTANT
Statutory
shall,
Workers'
at CONSULTANT' S
Compensation
Insurance and Employer' sLiability Insurance for any and all persons employed directly or indirectly by CONSULTANT. Said Statutory Workers' Compensation Insurance and Employer' sLiability Insurance shall be provided with limits of not less than one million dollars 1, 000,0). In the alternative, CONSULTANT may rely on a selfinsurance program to meet these requirements provided that the program of self- insurance complies fully with the provisions of the California Labor Code. The insurer, if insurance is provided, or the CONSULTANT, if a program of self- insurance is provided, shall waive all rights of subrogation against the CITY for loss arising from work performed under this Agreement.
b) Commercial General and Automobile Liability Insurance.

CONSULTANT, at CONSULTANT' Sown cost and expense, shall maintain commercial general and automobile liability insurance for the period covered by this Agreement in an amount not less than one million dollars ($ 1, 000,0) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 ( ed. 11/ 88) and Insurance Services Office Automobile Liability form CA 0001 ( ed. 12/ 90) Code 1 ( any auto).

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69 CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
Each of the following shall be included in the insurance coverage or added as an endorsement to the policy:
i) CITY, its officers, employees, agents, and volunteers are to be covered as insured with respect to each of the following:
liability arising out of activities performed by or on behalf of CONSULTANT, including the insider' sgeneral supervision of CONSULTANT; products and completed operations of
CONSULTANT; premises owned, occupied or used by
CONSULTANT. The coverage shall contain no special
limitations on the scope of protection afforded to CITY, its officers, employees, agents, or volunteers.
ii) The insurance shall cover on an occurrence or an accident basis, and not on a claim made basis.
iii) An endorsement must state that coverage is primary insurance and that no other insurance affected by the CITY will be called upon to contribute to a loss under the coverage.
iv) Any failure of CONSULTANT to comply with reporting
provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. v) Insurance is to be placed with California - admitted insurers with a Best' srating of no less than A: VII.
vi) Notice of cancellation or non - renewal must be received by CITY at least thirty days prior to such change.
c) Professional Liability. CONSULTANT, at CONSULTANT' Sown cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than Two Million Dollars ($ 2, 000,00) per claim made and per policy aggregate covering the licensed professionals' errors and omissions, as follows:
i) Any deductible or self -insured retention shall not exceed 250, 00 per claim.
ii) Notice of cancellation, material change, or non - renewal must be received by the CITY at least thirty days prior to such change shall be included in the coverage or added as an endorsement to the policy.
iii) The policy must contain a cross liability or severability of interest clause.

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70 CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
iv) The following provisions shall apply if the professional liability coverages are written on a claims made form:

1. The retroactive date of the policy must be shown and must be before the date of the Agreement.

2. Insurance must be maintained and evidence of
insurance must be provided for at least five years after completion of the Agreement or the work, so long as
commercially available at reasonable rates.

3. If coverage is canceled or not renewed and it is not replaced with another claims made policy form with a
retroactive date that precedes the date of this
Agreement, CONSULTANT must provide extended
reporting coverage for a minimum of five years after
completion of the Agreement or the work. The CITY
shall have the right
cost, any extended
to
reporting
exercise
provisions
at the CONSULTANT' S
of the policy
should the CONSULTANT cancel or not renew the
coverage.

4. A copy of the claim reporting requirements must be
submitted to the CITY prior to the commencement of
any work under this Agreement.
d) Deductibles and Self -Insured Retentions. CONSULTANT shall disclose the self - insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, upon express written authorization of the CITY' s authorized representative, CONSULTANT may increase such deductibles or self -insured retentions with respect to CITY, its officers, employees, agents, and volunteers. The CITY' s authorized representative may condition approval of an increase in deductible or self -insured retention levels upon a requirement that CONSULTANT procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
e) Notice of Reduction in Coverage. In the event that any coverage required under subsections ( a), (b), or (c) of this section of the Agreement is reduced, limited, or materially affected in any other manner, CONSULTANT shall provide written notice to CITY at CONSULTANT' Searliest possible opportunity and in no case later than five days after CONSULTANT is notified of the change in coverage.

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71 CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
f)In addition to any other remedies CITY may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, CITY may, at its sole option:
i) Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
ii) Order CONSULTANT to stop work under this Agreement or withhold any payment which becomes due to CONSULTANT
hereunder, or both stop work and withhold any payment, until CONSULTANT demonstrates compliance with the
requirements hereof;
iii) Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies CITY may have and is not the exclusive remedy for CONSULTANT' Sbreach. 11) Indemnification - CONSULTANT' S Responsibility
As to the CONSULTANT' S work hereunder, it is understood and agreed that (a) CONSULTANT has the professional skills necessary to perform the work, (b) CITY relies upon the professional skills of CONSULTANT to perform the work in a skillful and professional manner, and ( c) CONSULTANT thus agrees to so perform.

Acceptance by CITY of the work performed under this Agreement does not operate as a release of said CONSULTANT from such professional responsibility for the work performed. It is further understood and agreed that CONSULTANT is apprised of the scope of the work to be performed under this Agreement and CONSULTANT agrees that said work can and shall be performed in a fully competent manner in accordance with the standard of care applicable to CONSULTANT' S profession.

CONSULTANT shall indemnify, defend, and hold CITY, its officers, employees, agents, and volunteers harmless from and against any and all liability, claims, suits, actions, damages, and causes of action arising out of a third party claim alleging any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused by the willful misconduct or grossly negligent acts or omissions of CONSULTANT, its employees, subcontractors, or agents in performance of its obligations under this Agreement, or on account of the performance or character of this work, except for any such claim arising out of the negligence or willful misconduct of the CITY, its officers, employees, agents, or volunteers. 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

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72 CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
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 shall have been determined to be applicable to any of such damages or claims for damages.
12) Licenses
If a license of any kind, which term is intended to include evidence of registration, is required of CONSULTANT, its employees, agents, or subcontractors by federal or state law, CONSULTANT warrants that such license has been obtained, is valid and in good standing, and CONSULTANT shall keep it in effect at all times during the term of this Agreement.
13) Business Licenses
CONSULTANT shall obtain and maintain a CITY of Lathrop Business License until all Agreement services are rendered and accepted by the CITY. 14) Termination
Either party may terminate this Agreement ( including all Order Forms) if the other party does not cure its material breach of this Agreement within 30 days of receiving written notice of the material breach from the non -breaching party.

Termination in accordance with this Section 14 will take effect when the breaching party receives written notice of termination from the non -breaching party, which notice must not be delivered until the breaching party has failed to cure its material breach during the 30 -day cure period. If CITY fails to timely pay any undisputed fees, CONSULTANT may, without limitation to any of its other rights or remedies, suspend performance of the Services until it receives all amounts due. . 15) Funding
CONSULTANT agrees and understands that renewal of this agreement in subsequent years is contingent upon action by the City Council consistent with the appropriations limits of Article XIII ( B) of the California Constitution and that the Council may determine not to fund this agreement in subsequent years. Any such termination shall be effective only at the end of the then -current fiscal year and only upon all of the following conditions being met: (a) At least thirty ( 30) days' prior written notice to CONSULTANT, upon becoming aware that future funding will not be appropriated; ( b) Written certification by an authorized financial officer of the CITY stating that funding is not available and cannot be lawfully reallocated or otherwise obtained to meet the CITY' s
obligations under this Agreement; ( c)
Payment of all fees and amounts properly due for Services rendered through the effective date of termination; and ( d) Confirmation that CITY is not reallocating available funds to procure substantially similar services from another vendor during

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73 CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
the upcoming fiscal year. CITY shall use reasonable efforts to secure continued funding to support the Agreement and shall promptly notify CONSULTANT of any funding risk that may affect ongoing performance
16) Notices
All contracts, appointments, approvals, authorizations, claims, demands, Change Orders, consents, designations, notices, offers, requests and statements given by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if ( 1) personally served, (2) sent by the United States mail, postage prepaid, (3) sent by private express delivery service, or (4) in the case of a facsimile transmission, if sent to the telephone FAX number set forth below during regular business hours of the receiving party and followed with two ( 2) Days by delivery of a hard copy of the material sent by facsimile transmission. Personal service shall include, without limitation, service by delivery and service by facsimile transmission.

To City: City of Lathrop
City Clerk
390 Towne Centre
Lathrop, CA 95330
Copy to: City of Lathrop
Information Systems Department
390 Towne Centre
Lathrop, CA 95330
MAIN: ( 209) 941- 7430
FAX: ( 209) 941- 7449
To Consultant:
17) Miscellaneous
Kaizen Laboratories, Inc.
17 W. 20th St. FL 5
New York, NY 10011
a) Consent. Whenever in this Agreement the approval or consent of a party is required, such approval or consent shall be in writing and shall be executed by a person having the express authority to grant such approval or consent. b) Contract Terms Prevail. All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and attached exhibits, the terms of this Agreement shall prevail.
c) Controlling Law. The parties agree that this Agreement shall be governed

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74 CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
and construed by and in accordance with the Laws of the State of California. d) Definitions. The definitions and terms are as defined in these specifications, including Exhibit A.
e) Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to perform its obligations under this Agreement, which directly results from an Act of God or an act of a superior governmental authority.
f) Headings. The paragraph headings are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement.
g) Incorporation of Documents. All documents constituting the Agreement documents described in Section 1 hereof and all documents which may, from time to time, be referred to in any duly executed amendment hereto are by such reference incorporated in the Agreement and shall be deemed to be part of this Agreement.
h) Integration. This Agreement and any amendments hereto between the parties constitute the entire Agreement between the parties concerning the Project and Work, and there are no other prior oral or written agreements between the parties that are not incorporated in this Agreement. i) Modification of Agreement. This Agreement shall not be modified or be binding upon the parties unless such modification is agreed to in writing and signed by the parties.
j) Reservation of Rights. CONSULTANT grants to CITY a limited right to use the Services and related Documentation under this Agreement. CITY will not have any rights to the Services, related Documentation, or Usage Data except as expressly granted in this Agreement. CITY acknowledges that all right, title and interest in and to all works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, information, and other intellectual property ( a) conceived, discovered, developed or otherwise made ( as necessary to establish authorship, inventorship, or ownership) by CONSULTANT, solely or in collaboration with others, in the course of performing the Services; or (b) that form all or part of a deliverable provided as part of the Services, whether developed as part of the Services or separately, but excluding third party materials, and all derivatives thereof as well as the Documentation and Usage Data is and shall remain exclusively with CONSULTANT.

CONSULTANT reserves to itself all rights to the Services, related Documentation, and Usage Data not expressly granted to CITY in accordance with this Agreement.

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75 CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
k) Provision. Any agreement, covenant, condition, clause, qualification, restriction, reservation, term or other stipulation in the Agreement shall define or otherwise control, establish or limit the performance required or permitted or to be required of or permitted by either party. All provisions, whether covenants or conditions, shall be deemed to be both covenants and conditions.

I)
m)
Severability. The invalidity in whole or part of any provision of this Agreement shall not void or affect the validity of any other provision of this agreement. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the provisions of this Agreement not so affected shall remain in full force and effect.

Status of CONSULTANT. In the exercise of rights and obligations under this Agreement, CONSULTANT acts as an independent contractor and not as an agent or employee of CITY.

CONSULTANT shall not be entitled to any rights and benefits accorded or accruing to the City Council members, officers or employees of CITY, and CONSULTANT expressly waives any and all claims to such right and benefits.
n) Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and shall apply to and bind, the successors and assigns of the parties.
o) Venue. In the event that suit is brought by either party hereunder, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Joaquin or in the United States District Court for the Eastern District of California.
p) Recovery of Costs. The prevailing party in any action brought to enforce the terms of this Agreement or arising out of this Agreement may recover its reasonable costs, including reasonable attorney' sfees, incurred or expended in connection with such action against the non -prevailing party. 18) Notice to Proceed
Prior to commencing work under this agreement, CONSULTANT shall receive a written " Notice to Proceed" from CITY. A Notice to Proceed shall not be issued until all necessary insurances have been received. City shall not be obligated to pay CONSULTANT for any services prior to issuance of the Notice to Proceed.

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REGISTRATION SOFTWARE MANAGEMENT SYSTEM
19) Signatures
The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the CONSULTANT and the CITY. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

Page 12 of 14 ends

77 CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM
Approved as to Form: City of Lathrop
Salvador Navarrete
City Attorney
Recommended for Approval: City of Lathrop
Approved by:

Resolution No.

Consultant:
z ?C- tSz‘
Date
Tony Fernandes Date
Director of Information Systems Department
City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Stephen J. Salvatore Date
City Manager
Kaizen Laboratories, Inc.
17 W. 20th St. FL 5
New York, NY 10011
Fed ID #
Business License #
Kshitij Shah Date
Chief Operating Officer
Nikhil Reddy Date
Chief Executive Officer

Page 13 of 14 ends

78 CITY OF LATHROP - KAIZEN LABORATORIES, INC. FOR RECREATION

REGISTRATION SOFTWARE MANAGEMENT SYSTEM

EXHIBIT A

KAIZEN ORDER FORM AND DIGITAL SERVICES TERMS AND CONDITIONS

Page 14 of 14 ends

79 ORDER FORM
Kaizen Laboratories Inc.
17 W 20th St Fl 5
New York, NY 10011

CUSTOMER INFORMATION
Bill to: City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Primary Contact: Melissa Stathakopoulos
Primary Contact Phone: 209- 941- 7364
Primary Contact E -Mail:
mstathakopoulos@ci. lathrop. ca. us

SUMMARY OF SERVICES
Kaizen
Exhibit "A"
Effective Date: 2/ 9/026
Initial Service Term: 5 years
Renewal Term: 2 years
Contract Type: SaaS ( Annual License)
Payment Terms: SaaS - Net 30
Services Qty Unit Cost Total Fees
Annual Software Services Subscription 1 18, 500. 0 18, 500. 0 annually*
Support and Implementation Services:

Software Maintenance
Data Hosting
Technical Support and Customer Service
Recurring Staff Training
Design updates and user improvements
Kickoff Staff Training
1 0.0 0.0
Total onetime:

0.0 Total
annually:
18, 500. 0*
Hardware
Stripe S710 Card Readers
5 299. 00 1, 495. 00
Total: 1, 495. 00
The annual software subscription fee shall increase to twenty thousand dollars and zero cents ($ 20, 000.) on the first anniversary ofthe Effective Date, after which the annual software subscription fee shall increase by five percent 5%) on each anniversary of the Effective Date during the Initial Service Term and Renewal Term, unless otherwise agreed by the parties in writing in connection with a Renewal Term. 80 Additional Fees
The Customer agrees to remunerate the Company a Technology Fee equal to 2% of the Gross Billing conducted through the Company Platform. Gross Billing includes all payments made via the Company Platform, whether by electronic means ( including credit card, ACH, or digital wallets) or offline methods ( such as cash or check), and is inclusive of any associated payment processing fees.

Unless otherwise agreed in writing, Technology Fees will be automatically deducted from Gross Billing collected through the Platform' sintegrated payment processing system, prior to the remittance of net funds to the Customer. This reflects the default fee collection method for all transactions processed electronically through the Platform.

Responsibility for payment of this fee may be allocated to either the Customer or the End User, at the Customer' s discretion. The Customer may modify this allocation at any time during the Term by providing written notice to the Company. This change will be made within 30 days of such notice. For payments received by cash or check, the Company will issue a monthly invoice Technology Fee
to the Customer for the applicable transaction fees.

Transaction fees are non- refundable, including in the event of end -user or Customer - initiated refunds, in accordance with Section 4. 3 of the Terms and Conditions.

Estimated Gross Billing Baseline:

The Customer has provided historical revenue for FY24/Y25 indicating Gross Billing of approximately $ 525, 849 through the Platform. This reflects the anticipated transaction volume upon which the pricing and commercial structure of this Agreement is based.

While this estimate is not a guarantee of usage, the parties agree that it may be relied upon by the Company for purposes of calculating applicable fees, including any potential fees as described in the Terms and Conditions.

Technology Fee initial responsibility:

Paid by Customer Paid by End User
The Customer or the End User of the Company Platform will be responsible for all payment processing fees, which at present time, are;
Credit, Debit, Apple/ Google Pay
o 2.9% + $ 0. 30 per transaction
Bank account/ ACH payment
o 0.8% ( capped at $ 5 total)
Cash and Check
o No payment processing fee
Payment Chargebacks
Processing Fees o A $ 15 chargeback/ dispute and 0. 21% fee ( of transaction value) may apply on each occurrence.

Invoices
o A 0.4% fee of invoice total
These rates are subject
third -party payment processor.
to change in accordance with the terms and conditions ofthe Company' s At any time during the Term, the Customer may modify which party - whether the Customer or the End User - is res Jonsible for the payment of Payment Processing Fees, by providing written 1 81
notice to the Company. This change will be made within 30 days of such notice. Payment Processing Fees can also be integrated as a standardized price increase on all paid services conducted on the Company Platform.

For transactions processed electronically, the Platform is designed to automatically deduct applicable Technology Fees, Payment Processing Fees, and other standard charges that support normal Platform operation, prior to remitting net proceeds.

To enable this functionality, the Customer agrees to complete a simple setup process and maintain any necessary payment account configuration through the secure third -party provider integrated with the Platform. The Customer also acknowledges that, as part of standard operation, the Company may access the account configuration as needed to facilitate transaction processing, apply applicable fees, and ensure smooth funds handling.

Payment Processing Fees initial responsibility:

Paid by Customer Paid by End User

TERMS AND CONDITIONS

1. This Order Form is effective as of the Effective Date listed above and is subject to, and hereby incorporates, the Digital Services Terms and Conditions attached hereto ( together with this Order Form, the " Agreement"). If there is a conflict between this Order Form and the Agreement, the terms in this Order Form will control.

ORDER FORM VALIDITY

1. This Order Form is valid for execution until the earlier of sixty (60) days from the date of issuance. After that time, the pricing, terms, or availability may be subject to change at Company' sdiscretion.

ACCEPTANCE
By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this Order Form and the Digital Services Terms and Conditions referenced above, including any attached Exhibits and any documents incorporated by reference therein. Together, these constitute the full Agreement between the parties.

Signature block on next page)
2 82
Signature Page to Order Form
IN WITNESS WHEREOF, the parties have caused this Order Form to be executed by their duly authorized representatives as of the Effective date.

CITY OF LATHROP KAIZEN LABORATORIES INC.

By:

Name:

Title:

Date:

Billing
Address
Name]
Title
By:

Name:

Title:

Date:

Billing
Address
Nikhil Reddy
Co -Founder & CEO
453 S Spring Street
Ste 400 PMB1177
Los Angeles, CA 90013
3 83

DIGITAL SERVICES TERMS AND CONDITIONS
These Digital Services Terms and Conditions ( the " Terms") are hereby incorporated into any Order Form ( defined below) that references the Terms ( the Terms together with the Order Form, the " Agreement"), and set forth the terms and conditions pursuant to which the customer entity identified in the applicable Order Form ( the " Customer") receives the services and materials set forth in the Order Form ( collectively, the " Services") from Kaizen Laboratories Inc. (the Company"). If there is a conflict between the Terms and an Order Form, the terms of the Order Form will control.

1. DEFINITIONS Company Platform during the Term, whether by electronic means ( including credit card, ACH, or

1.. "Authorized User( s)" means any employee or digital wallet) or offline methods ( such as cash or contractor of Customer that is authorized by Customer
to use the Services on its behalf and has created an
account in accordance with Section 2. 3.

1. 2. "
proprietary,
Company
web -
Platform"
based platform,
means
which
Company' s
provides
certain features and functionality relating to
administration of municipal spaces.

1. 3. "Customer Data" means any data, content, or
information that is uploaded, transmitted, submitted,
provided, or otherwise made available on the
Company Platform by or on behalf of Customer.

1. 4. "Documentation" means any user documentation, in
all forms ( e.g., user manuals, on- lie help files)
provided by Company which relate to the Services.

1. 5. "Order Form" means an order form, quote or other
similar document that: (a) sets forth the Services, the pricing therefor, and the Initial Service Term; (b)
references these Terms; and ( c) is executed by the
parties.

1. 6. "Scope Limitations" means the limitations on
Customer' s use of the Services specified in the Order
Form.

1. 7. "Services" means the services and materials set forth in an Order Form.

1. 8. "Usage Data" means any performance, analytical, or usage information relating to Customer' s and Users'
use of the Services which is generated or otherwise
collected by the Services and is in aggregated or
deidentified form only.

1. 9. "User( s)" means any individual who uses the
Services, including both Authorized Users and End
Users.

1.0. " End User" means any User who is not the
Customer or an Authorized User, and who interacts
with the Company Platform in a customer - facing
capacity, such as a resident, participant, or member of the public submitting payments, registrations, or
requests through the Platform.

1.1. " Gross Billing" means the total dollar value of
all payments processed or facilitated through the
check), and inclusive of any applicable payment
processing fees.

1.2. " Module( s)" means a functional component of
the Company Platform that enables a specific
category of administrative or transactional User
workflow. Modules include, but are not limited to:

Facility Reservations, Point of Sale, Payment
Processing, Memberships, Day -Use Management,
Campground Reservations and Management,
Programming, Ticketing, Special Events, Access -
Based Controls, and other similar services or
functional groupings that may be added by mutual
agreement or documented in an Order Form or
implementation plan.

2. SERVICES

2. 1. Use of the Services. Subject to the terms and
conditions of this Agreement, Company grants to
Customer and its Authorized Users a limited,
worldwide, non- exclusive, non -transferable ( except
as permitted in Section 12. 4) right during the Term
defined below) to use the Services solely in
connection with Customer' s internal business
operations. Customer' s and its Authorized Users'
right to use the Services is subject to the Scope
Limitations and contingent upon their compliance
with the Scope Limitations.

2.. Use of the Documentation. Subject to the terms and
conditions of this Agreement, Company grants to
Customer and its Authorized Users a limited,
worldwide, non- exclusive, non -transferable ( except
as permitted in Section 12. 4) license, without right of sublicense, during the Term to reproduce, without
modification, and internally use a reasonable number
of copies of the Documentation solely in connection
with their use of the Services in accordance with this
Agreement.

2. 3. Authorized Users. To access the Services, Customer and its Authorized Users will be required to register
for an account. When registering for an account,
Customer and its Authorized Users will be required to
provide Company with certain registration
information ( including, the Customer' s name, email
4 84
address, account password, and other contact
information). Customer acknowledges and agrees that
the information provided to Company is accurate,
complete, and not misleading, and that Company will,
and will require that its Authorized Users, keep such
information accurate and up to date at all times. Each
account created by a Authorized User is personal to
that specific individual and may not be transferred,
sold or otherwise assigned to or shared with any other
individual or entity. Customer is primarily responsible for maintaining the confidentiality of its account and
password and those of its Authorized Users, and
Customer accepts responsibility for all activities that occur under its and its Users' accounts. Customer will
immediately notify Company upon becoming aware,
or having a reasonable basis to believe, that its or its Users' accounts are no longer secure.

2. 4. Use Restrictions. Except as otherwise explicitly
provided in this Agreement or as may be
expressly permitted by applicable law, Customer will
not, and will not permit or authorize third parties or its Users to: (a) rent, lease, or otherwise permit third
parties to use the Services or related Documentation;
b) use the Services to provide services to third parties e.g., as a service bureau); (c) use the Services for any benchmarking activity or in connection with the
development of any competitive product; ( d)
circumvent or disable any security or other
technological features or measures of the Services; (e) reverse engineer, decompile, disassemble or
otherwise attempt to discover the source code, object
code or underlying structure, ideas, know how or
algorithms relevant to the Services or any software,
Documentation or data related to the Services; or (f)
remove any proprietary notices or labels included as
part of the Services. Company may immediately
suspend access to or use of the Service by Customer
and its Authorized Users upon notice to Customer for
any breach of this Section 2. 4.

2. 5. Reservation of Rights. Company grants to
Customer a limited right to use the Services and
related Documentation under this Agreement.

Customer will not have any rights to the Services,
related Documentation, or Usage Data except as
expressly granted in this Agreement. Customer
acknowledges that all right, title and interest in and to all works of authorship, inventions, discoveries,
improvements, methods, processes, formulas,
designs, techniques, information, and other
intellectual property ( a) conceived, discovered,
developed or otherwise made ( as necessary to
establish authorship, inventorship, or ownership) by
Company, solely or in collaboration with others, in the course of performing the Services; or (b) that form all or part of a deliverable provided as part of the
Services, whether developed as part of the Services or
separately, but excluding third party materials, and
all derivatives thereof as well as the Documentation
and Usage Data is and shall remain exclusively with
Company. Company reserves to itself all rights to the
Services, related Documentation, and Usage Data not
expressly granted to Customer in accordance with this
Agreement.

2. 6. Feedback. If Customer or any of its Authorized Users provides any feedback to Company concerning the
functionality and performance of the Services
including identifying potential errors and
improvements), Customer hereby grants Company an
unrestricted, perpetual, irrevocable, non- exclusive,
fully paid -up, royalty -free license to exploit such
feedback in any manner and for any purpose,
including to improve the Services and create other
products and services. Company will have no
obligation to provide Customer or its Authorized
Users with attribution for any such feedback.

2. 7. Customer Data License. Customer hereby grants
Company, during the term of this Agreement, a
worldwide, non- exclusive, royalty -free, fully paid -up, irrevocable, non- sublicensable, non -transferable
except as permitted in Section 12. 4) license to
collect, use, store, modify, disclose, publicly display, reproduce, transmit, and otherwise process Customer
Data solely: ( 1) in connection with the Services and
Company' srelated applications; and ( 2) as otherwise
provided for under this Agreement, including to
collect, generate, and derive Usage Data. Company
will maintain an industry -standard security program
that is designed to prevent unauthorized access to or
use of Customer Data. For purposes of this
Agreement, confidential information of Customer
does not include Customer Data.

2. 8. Usage Data. Company and the Services collect,
business
generate,
purposes,
and derive
including
Usage
to: (
Data
a)
for
track
Company' s
usage for
billing purposes; ( b) monitor the performance,
security, integrity, availability, and stability of the Services; ( c) prevent or address technical issues with the Services; and ( d) improve the Services and
develop derivative and new products and services.

Customer will not, and will require that its Authorized Users do not, interfere with the collection of Usage
Data. As between the parties, Company owns all right,
title, and interest, including all intellectual property rights in and to, the Usage Data, the know- hw and
analytical results generated in the processing and use
of Usage Data, and any new products, services, and
developments, modifications, customizations, or
improvements to the Services made based on the
5 85
Usage Data. Company will not disclose Usage Data
externally, including in benchmarks or reports, unless
such Usage Data has been ( a) de -identified so that it does not individually identify Customer or any User
and ( b) aggregated with usage data from other Users
of the Service.

2. 9. Maintenance. Company will provide maintenance
and support services as described in Attachment B,
which is incorporated by reference and may be
updated from time to time. The version in effect as of
the Effective Date will govern during the Term, unless
otherwise agreed in writing.

2. 10. Platform Exclusivity. Customer agrees that,
within twelve ( 12) months of the Effective Date, all
transactions and service workflows associated with
the Modules listed in this Agreement shall be
processed exclusively through the Company Platform.

Customer shall not implement or maintain duplicative
systems, platforms, or third -party vendors for the
same functional use cases defined in the applicable
Order Form or any associated implementation
documentation. This exclusivity is intended to ensure
a consistent user experience, accurate reporting, and
full realization of the platform' svalue. Exceptions to this obligation must be agreed to in writing by the
Company in advance.

3. CUSTOMER RESPONSIBILITIES

3. 1. Protection against Unauthorized Use. Customer will, and will require that its Users, use reasonable efforts to prevent any unauthorized use of the Services and
related Documentation and will immediately notify
Company in writing of any unauthorized use that
comes to Customer' s attention. If there is
unauthorized use by anyone who obtained access to
the Services directly or indirectly through Customer
or its Users, Customer will take all steps reasonably
necessary to terminate the unauthorized use.

Customer will cooperate and assist with any actions
taken by Company to prevent or terminate
unauthorized use of the Services or related
Documentation.

3. 2. Compliance with Laws. Customer will, and will
require that its Authorized Users, use the Services and related Documentation only in compliance with all
applicable laws and regulations, including but not
limited to laws concerning privacy, data protection,
accessibility, and digital communications. Customer
shall also comply with Company' sPrivacy Policy,
available at https:// www. kaizenlabs. co/ privacypolicy/, which is incorporated by reference and may be updated by Company from time to time in
accordance with applicable law. Customer is solely
responsible for establishing and maintaining its own
internal policies, practices, and compliance measures
regarding the collection, use, and disclosure of data
from its End Users, participants, or constituents
through the Services. This includes but is not limited
to providing any required notices, obtaining valid
consents, and responding to data subject requests,
where applicable. Company disclaims any
responsibility or liability arising from Customer' s
failure to fulfill such obligations.

3.. Export Controls. Customer will not remove or export from the United States or allow the export or re- export of the Services, or anything related thereto or any
direct product thereof, in violation of any restrictions, laws or regulations of the United States Department
of Commerce, the United States Department of
Treasury Office of Foreign Assets Control, or any
other United States or foreign agency or authority. As
defined in FAR section 2. 101, the Company Platform
and Documentation are " commercial items" and
according to DFAR section 252. 2277014( a)(1) and
5) are deemed to be " commercial computer software"
and " commercial computer software documentation."
Consistent with DFAR section 227. 7202 and FAR
section 12. 212, any use modification, reproduction,
release, performance, display, or disclosure of such
commercial software or commercial software
documentation by the U. S. Government will be
governed solely by the terms of this Agreement and
will be prohibited except to the extent expressly
permitted by the terms of this Agreement.

3. 4. Related Equipment. Customer is responsible for
obtaining and maintaining any equipment and
ancillary services needed to connect to, access or
otherwise use the Services, including, without
limitation, modems, hardware, servers, software,
operating systems, networking, web servers and the
like ( collectively, the " Equipment"). Customer is
responsible for maintaining the security of the
Equipment and related Customer accounts on the
Equipment, and for all uses of the Equipment.

4. FEES AND PAYMENT

4. 1. Fees and Payment Terms. Customer will pay
Company the fees and any other amounts owing under
this Agreement, as specified in the applicable Order
Form. Any additional services or hardware not set
forth in an Order Form may be subject to additional
fees. Unless otherwise specified in the Order Form,
Customer will pay all amounts due within 30 days of
the date of the applicable invoice. Any amount not
paid when due will be subject to finance charges equal
to 1.5% ofthe unpaid balance per month or the highest
rate permitted by applicable usury law, whichever is
less, determined and compounded daily from the date
6 86
due until the date paid. Amounts due from Customer
under this Agreement may not be withheld or offset
by Customer against amounts due to Customer for any
reason. All amounts payable under this Agreement are
denominated in United States dollars, and Customer
will pay all such amounts in United States dollars.

4. 2. Fee Disputes. If Customer believes that Company has billed Customer incorrectly, Customer must contact
Company no later than 60 days after the closing date
on the first billing statement in which the error or
problem appeared, in order to receive an adjustment
or credit.
customer
Inquiries should be directed to Company' s
support department.

4. 3. Non- Refundability of Transaction Fees. Kaizen' s Platform transaction fees are earned at the time of
processing and are non- refundable, regardless of
whether the underlying payment is later refunded,
reversed, canceled, or disputed by the Customer or
any End User. Refunds of the underlying service
amount may be issued by either the Customer or an
End User, for any reason, including service
cancellations, schedule changes, or participant
withdrawals. However, such refunds do not alter or
reverse the Transaction Fees assessed by Kaizen in
connection with the original transaction.

Responsibility for funding the value of any refund
shall depend on the party designated as the payer
under the applicable contract structure at the time of
the transaction. Where Kaizen manages or administers
the underlying payment processing account on the
Customer' s behalf, Kaizen may process refunds or
disbursements of Customer - held funds only upon
written instruction from the Customer. In all cases,
Kaizen' s Transaction Fees will remain due and
payable and will not be refunded, offset, or credited.

5. CONFIDENTIALITY

5. 1. Definition of Confidential Information. As used
herein, " Confidential Information" means all
information of a party (" Disclosing Party") which the
Disclosing Party designates in writing as being
confidential when it discloses such information to the
other party (" Receiving Party") or that reasonably
should be understood to be confidential given the
nature of the information and
the circumstances of disclosure including, without
limitation, business and marketing plans, technology
and technical information, product designs, and
business processes ( whether in tangible or intangible
form, in written or in machine readable form, or
disclosed orally or visually). Confidential Information of Company includes the Services, Usage Data, and
Documentation. The terms and conditions of this
Agreement shall be the Confidential Information of
both parties. Confidential Information shall not
include any information that ( a) is or becomes
generally known to the public without the Receiving
Party' s
breach of any obligation owed to the
Disclosing Party; (b) was independently developed by
the Receiving Party without the Receiving Party' s
breach of any obligation owed to the Disclosing Party;
or (c) is received from a third party who obtained such Confidential Information without any third party' s
breach of any obligation owed to the Disclosing Party.

5. 2. Confidentiality. The Receiving Party shall not
disclose or use any Confidential Information of the
Disclosing Party except as reasonably necessary to
perform its obligations or exercise its rights under this Agreement. Without limiting the foregoing, the
Receiving Party shall use the same degree of care that
it uses to protect the confidentiality of its own
confidential information of like kind, but in no event
less than reasonable care. The Receiving Party shall
ensure that any employees or any third parties who
receive access to the Confidential Information of the
Disclosing Party are subject to a written agreement
containing terms regarding the use and disclosure of
Confidential Information consistent with those herein.

Each party agrees to protect the confidentiality of the Confidential Information of the other party in the
same manner that it protects the confidentiality of its own proprietary and confidential information of like
kind, but in no event shall either party exercise less
than reasonable care in protecting such Confidential
Information. If the Receiving Party discloses or uses
or threatens to disclose or use) any Confidential
Information of the Disclosing Party in breach of this
Section 5, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being
specifically acknowledged by the parties that any
other available remedies are inadequate.

5. 3. Required Disclosures. Nothing in this Agreement
prohibits either party from making disclosures,
including of Confidential Information, if required by
law, subpoena or court order, provided ( if permitted
by law) it notifies the other party in advance and
cooperates in any effort to obtain confidential
treatment. The parties acknowledge that Customer
may be subject to federal, state, or local laws requiring public disclosure of certain records, including but not limited to the Freedom of Information Act (" FOIA")
or applicable state public records laws. If Customer
receives a
request for records that may include
Company' s
Confidential Information, proprietary
information, or trade secrets, Customer agrees to ( a)
promptly notify Company in writing, to the extent
permitted by law, and ( b) provide reasonable
7 87
cooperation, at Company' s expense, in seeking
confidential treatment or legal protection of such
information. Company acknowledges that final
disclosure determinations lie with the Customer, but
nothing in this Agreement waives Company' srights
to seek protective orders or other remedies under
applicable law. The parties further agree that any
pricing, platform documentation, technical materials,
and non- public Usage Data constitute " Confidential
Information" under this Agreement and should be
treated as such to the maximum extent permitted by
law.

6. TERM AND TERMINATION

6. 1. Term. This Agreement will commence on the
Effective Date and will remain in effect for the Initial Service Term set forth in the applicable Order Form,
unless terminated earlier in accordance with its terms.

Thereafter, the Agreement may renew for the
Renewal Term specified in the Order Form, unless
either party provides written notice of non -renewal at least one hundred eighty ( 180) days prior to the end of the then -current term. Company reserves the right to
adjust its pricing for any Renewal Term. Any such
pricing adjustment will be communicated to Customer
in writing at least one hundred eighty ( 180) days
before the start of the applicable Renewal Term.

Unless otherwise agreed in the Order Form, pricing
for any Renewal Term may reflect changes in
Company' sstandard pricing, service features, scope,
or third -party costs.

6. 2. Termination for Material Breach. Either party may terminate this Agreement ( including all Order
Forms) if the other party does not cure its material
breach ofthis Agreement within 30 days of receiving
written notice of the material breach from the non -
breaching party. Termination in accordance with
this Section 6. 2 will take effect when the breaching
party receives written notice of termination from the
non -breaching party, which notice must not be
delivered until the breaching party has failed to cure
its material breach during the 30 -day cure period. If
Customer fails to timely pay any undisputed fees,
Company may, without limitation to any of its other
rights or remedies, suspend performance of the
Services until it receives all amounts due.

6. 3. Termination for Convenience ( Only if Requested and Granted in Writing). Customer may terminate this
Agreement or any active Order Form for convenience
only if: (a) the right to terminate for convenience was specifically requested by Customer and approved by
Company in writing during contract negotiations
typically via the applicable Order Form); and ( b)
Customer provides a second, formal termination
notice in writing at least ninety ( 90) days prior to the intended termination effective date. This right may
only be exercised within the first twelve ( 12) months
following the Effective Date. No termination for
convenience will be permitted after the first contract
year. If granted, any such termination shall be
effective only at the end of the then -current annual
contract period and is further conditioned on the
following:
1) If the Customer is on a Revenue Share model:

Customer shall pay a Separation Fee equal to the
greater of: Fifty percent ( 50%) of the expected Gross
Billing revenue share payable to Company ( based on
historical usage or Customer - provided budget
forecasts); or Fifty percent ( 50%) of the total annual contract value as defined in the Order Form. If the
Customer is on a SaaS annual license model: No
refund will be issued for any prepaid annual fees. The
Separation Fee reflects a good -faith estimate of
Company' sreliance interest in entering into this
Agreement, including unrecovered implementation,
infrastructure, and service delivery costs. It is not a penalty.
2) Full return of any Company -provided hardware in
materially functional condition, or reimbursement of
Company' s original cost of such hardware if not
returned or returned damaged; and
3) Written certification by an authorized Customer
representative confirming that all use of the Company
Platform and Services has ceased as ofthe termination
effective date.

6. 4. Termination for Non -Appropriation. Customer may
terminate this Agreement solely in the event that
sufficient funds are not appropriated by its governing
body to fulfill its payment obligations for the
upcoming fiscal year, and no other legally available
funds exist to continue this Agreement. Any such
termination shall be effective only at the end of the
then -current fiscal year and only upon all of the
following conditions being met: (a) At least thirty (30) days' prior written notice to Company, upon
becoming aware that future funding will not be
appropriated; ( b) Written certification by an
authorized financial officer of the Customer stating
that funding is not available and cannot be lawfully
reallocated or otherwise obtained to meet the
Customer' s
obligations under this Agreement; ( c)
Payment of all fees and amounts properly due for
Services rendered through the effective date of
termination; and ( d) Confirmation that Customer is
not reallocating available funds to procure
substantially similar services from another vendor
during the upcoming fiscal year. Customer shall use
reasonable efforts to secure continued funding to
support the Agreement and shall promptly notify
8 88
Company of any funding risk that may affect ongoing
performance.

6. 5. Post -Termination Obligations. If this Agreement is terminated for any reason, ( a) Customer will pay to
Company any fees or other amounts that have accrued
prior to the effective date of the termination, including any applicable Separation Fee under Section 6.3, if
termination was for convenience ( b) any and all
liabilities accrued prior to the effective date of the
termination will survive, and ( c) Customer will
provide Company with a written certification signed
by an authorized Customer representative certifying
that all use of the Services and related Documentation
by Customer and its Users has been discontinued. All
definitions and the following provisions shall survive
termination or expiration of this Agreement: Sections
1, 2.6, 4.3, 5, 6.3, 6. 4, 7, 10, and 12.

7. WARRANTY AND DISCLAIMER

7. 1. Mutual Warranties. Each party represents and
warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid
and binding agreement enforceable against such party
in accordance with its terms; and ( b) no authorization or approval from any third party is required in
connection with such party' s execution, delivery, or
performance of this Agreement.

7. 2. Company Warranties. Company represents and
warrants that the Services will perform materially in
accordance with its Documentation, and will be
provided in a workmanlike manner consistent with
applicable laws. The foregoing warranty does not
apply to ( a) any Services that have been used in a
manner other than as set forth in this Agreement, or
b) any pre- release features, functionality, or beta
software services that Customer elects to use in the
beta phase of development. For any breach of the
Services warranty, Company will repair or replace
any nonconforming Services so that the affected
portion of the Services operates as warranted. If
Company is unable to do so, Customer may terminate
the Agreement and will be entitled to a refund of the
pre -paid, unused portion of the fees from the date of
the discovery of the defect. Customer must give
written notice of any claim under this warranty to
Company within 90 days of Customer discovering the
defect to receive such warranty remedies. This
Section 7. 2 states Company' ssole and exclusive
liability, and Customer' ssole and exclusive remedy,
for the actual or alleged breach of warranty.

7. 3. Customer Warranties. Customer represents and
warrants to Company that: (a) it and its Authorized
Users will comply with all applicable laws in
connection with its obligations under this Agreement
and their use of the Services; and ( b) it has provided all notices to and obtained all necessary and sufficient rights, permissions, capacity, consents, and authority
to fully comply with its obligations under this
Agreement without violating applicable laws,
infringing, misappropriating, or otherwise diluting
any third -party rights (including intellectual property, publicity, privacy, or other proprietary rights), or
breaching any terms or conditions in any agreement
or privacy policies with a third party.

7. 4. Disclaimer. EXCEPT FOR THE EXPRESS

REPRESENTATIONS AND WARRANTIES
STATED IN THIS SECTION 7, COMPANY

MAKES NO ADDITIONAL REPRESENTATION

OR WARRANTY OF ANY KIND WHETHER

EXPRESS, IMPLIED ( EITHER IN FACT OR BY

OPERATION OF LAW), OR STATUTORY, AS TO
ANY MATTER WHATSOEVER. COMPANY

EXPRESSLY DISCLAIMS ALL IMPLIED

WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE,

QUALITY, ACCURACY, TITLE, AND NON -
INFRINGEMENT. COMPANY DOES NOT

WARRANT AGAINST INTERFERENCE WITH
THE ENJOYMENT OF THE SERVICES.

COMPANY DOES NOT WARRANT THAT THE

SERVICES ARE ERROR -FREE OR THAT

OPERATION OF THE SERVICES WILL BE
SECURE OR UNINTERRUPTED. COMPANY

DOES NOT WARRANT THAT ANY
INFORMATION PROVIDED THROUGH the

SERVICES IS ACCURATE OR COMPLETE OR

THAT ANY INFORMATION PROVIDED

THROUGH THE SERVICES WILL ALWAYS BE
AVAILABLE. COMPANY EXERCISES NO

CONTROL OVER AND EXPRESSLY DISCLAIMS

ANY LIABILITY ARISING OUT OF OR BASED

UPON THE RESULTS OF CUSTOMER' SUSE OF
THE SERVICES.

8. INTELLECTUAL PROPERTY

INFRINGEMENT

8. 1. Defense of Infringement Claims. Company will, at its expense, either defend Customer from or settle any
claim, proceeding, or suit brought by a third party
use
Claim")
of
against Customer alleging that Customer' s
the Services infringes or misappropriates any
patent, copyright, trade secret, trademark, or other
intellectual property right during the term of this
Agreement if: (a) Customer gives Company prompt
written notice of the Claim; ( b) Customer grants
Company full and complete control over the defense
and settlement of the Claim; (c) Customer provides
assistance in connection with the defense and
settlement of the Claim as Company may reasonably
9 89
request; and ( d) Customer complies with any
settlement or court order made in connection with the
Claim ( e.g., relating to the future use of any infringing Services). Customer will not defend or settle any
Claim without Company' s prior written consent.

Customer will have the right to participate in the
defense of the Claim at its own expense and with
counsel of its own choosing, but Company will have
sole control over the defense and settlement of the
Claim.

8. 2. Indemnification of Infringement Claims. Company
will indemnify Customer from and pay ( a) all
damages, costs, and attorneys' fees finally awarded
against Customer in any Claim under Section 8.1;
b) all out-f- pocket costs ( including reasonable
attorneys' fees) reasonably incurred by Customer in
connection with the defense of a Claim under
Section 8. 1 ( other than attorneys' fees and costs
incurred without Company' s
consent after Company
has accepted defense of the Claim); and ( c) all
amounts that Company agrees to pay to any third party
to settle any Claim under Section 8. 1.

8. 3. Exclusions from Obligations. Company will have no obligation under this Section 8 for any infringement
or misappropriation to the extent that it arises out of or is based upon ( a) use ofthe Services in combination with other products or services if such infringement or misappropriation would not have arisen but for such
combination; (b) the Services are provided to comply
with designs, requirements, or specifications required
by or provided by Customer, if the alleged
infringement or misappropriation would not have
arisen but for the compliance with such designs,
requirements, or specifications; ( c) use ofthe Services by Customer or its Authorized Users for purposes not
intended or outside the scope of the license granted to Customer; (d) Customer' s or its Authorized Users'
failure to use the Services in accordance with
instructions provided by Company, if the
infringement or misappropriation would not have
occurred but for such failure; or ( e) any modification of the Services not made or authorized in writing by
Company where such infringement or
misappropriation would not have occurred absent
such modification.

8. 4.
sole
Limited
and exclusive
Remedy.
liability,
This Section
and Customer' s
8 states Company' s
sole and
exclusive remedy, for the actual or alleged
infringement or misappropriation of any third -party
intellectual property right by the Services.

9. CUSTOMER INDEMNIFICATION

9. 1. Defense. Customer will defend Company from any
actual or threatened third party Claim arising out of or based upon the Customer Data, Customer' s or its
Authorized Users' use of the Services, or Customer' s
or its Authorized Users' breach of any of the
provisions of this Agreement if: (a) Company gives
Customer prompt written notice of the Claim;
b) Company grants Customer full and complete
control over the defense and settlement of the Claim;
c) Company provides assistance in connection with
the defense and settlement of the Claim as Customer
may reasonably request; and ( d) Company complies
with any settlement or court order made in connection
with the Claim. Company will not defend or settle any
Claim without Customer' s
prior written consent.

Company will have the right to participate in the
defense of the Claim at its own expense and with
counsel of its own choosing, but Customer will have
sole control over the defense and settlement of the
Claim.

10. LIMITATIONS OF LIABILITY

10. .Disclaimer of Indirect Damages.

NOTWITHSTANDING ANYTHING TO THE

CONTRARY CONTAINED IN THIS

AGREEMENT, NEITHER PARTY WILL, UNDER

ANY CIRCUMSTANCES, BE LIABLE TO THE

OTHER PARTY FOR CONSEQUENTIAL,

INCIDENTAL, SPECIAL, OR EXEMPLARY

DAMAGES ARISING OUT OF OR RELATED TO

THIS AGREEMENT, INCLUDING BUT NOT

LIMITED TO LOST PROFITS OR LOSS OF

BUSINESS, EVEN IF SUCH PARTY IS

APPRISED OF THE LIKELIHOOD OF SUCH
DAMAGES OCCURRING.

10. 2 . Cap on Liability. UNDER NO CIRCUMSTANCES

WILL COMPANY' STOTAL LIABILITY OF ALL

KINDS ARISING OUT OF OR RELATED TO

THIS AGREEMENT ( INCLUDING BUT NOT

LIMITED TO WARRANTY CLAIMS),

REGARDLESS OF THE FORUM AND

REGARDLESS OF WHETHER ANY ACTION OR

CLAIM IS BASED ON CONTRACT, TORT, OR
OTHERWISE, EXCEED $ 10, 000. THE

COMPANY RESERVES THE RIGHT TO

REEVALUTE THIS AMOUNT UPON
AGREEMENT RENEWAL DATES.

10. 3. Independent Allocations of Risk. EACH

PROVISION OF THIS AGREEMENT THAT

PROVIDES FOR A LIMITATION OF LIABILITY,

DISCLAIMER OF WARRANTIES, OR

EXCLUSION OF DAMAGES IS TO ALLOCATE

THE RISKS OF THIS AGREEMENT BETWEEN
THE PARTIES. THIS ALLOCATION IS

REFLECTED IN THE PRICING OFFERED BY

COMPANY TO CUSTOMER AND IS AN
10 90

ESSENTIAL ELEMENT OF THE BASIS OF THE
BARGAIN BETWEEN THE PARTIES. EACH OF

THESE PROVISIONS IS SEVERABLE AND

INDEPENDENT OF ALL OTHER PROVISIONS
OF THIS AGREEMENT. THE LIMITATIONS IN
THIS SECTION 10 WILL APPLY

NOTWITHSTANDING THE FAILURE OF

ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY IN THIS AGREEMENT.

11. INSURANCE

11. . During performing services under this Agreement,
Company agrees to maintain the following levels of
insurance: ( a) Commercial General Liability of at
least $ 1, 000,00; (b) Automobile Liability of at least 1, 000,00; (c) Professional Liability of at least
2, 000,00; and ( d) Workers Compensation
complying with applicable statutory requirements.

Company will provide Customer with copies of
certificates of insurance upon written request.

12. GENERAL

12. Relationship. Company will be and act as an
independent contractor ( and not as the agent or
representative of Customer) in the performance of
this Agreement.

12. 2 . Publicity. Company may include Customer and its trademarks in Company' scustomer lists and
promotional materials but will cease further use at
Customer' s written request.

12. 3. Assignability. Neither party may assign its right, duties, and obligations under this Agreement without
the other party' sprior written consent, which consent
will not be unreasonably withheld or delayed, except
that Company may assign this Agreement without
Customer' s consent to a successor ( including a
successor by way of merger, acquisition, sale of
assets, or operation of law) if the successor agrees to assume and fulfill all of the Company' sobligations
under this Agreement.

12. 4. Subcontractors. Company may utilize a
subcontractor or other third party to perform its duties under this Agreement so long as Company remains
responsible for all of its obligations under this
Agreement.

12. 5. Notices. Any notice required or permitted to be
given in accordance with this Agreement will be
effective if it is in writing and sent by ( a) certified or registered mail, or insured courier, return receipt
requested, or (b) by email to the appropriate party at
the address set forth on the signature page of this
Agreement and with the appropriate postage affixed.

Either party may change its address for receipt of
notice by notice to the other party in accordance with
this Section 12. 6. Notices are deemed given two
business days following the date of mailing or one
business day following delivery to a courier.

12. 6 . Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under this
Agreement on account of, any delay or failure to
perform as required by this Agreement as a result of
any cause or condition beyond its reasonable control,
so long as that party uses all commercially reasonable
efforts to avoid or remove the causes of nonperformance.

12. 7 Cooperative Purchasing. As permitted by applicable law, Customer has authorized this Agreement for
cooperative procurement purposes. Other eligible
public agencies, including cities, counties, and state
agencies, may procure services directly from the
Company under this Agreement. The terms, scope,
and pricing for each such transaction may be adjusted
to reflect the specific operational, procurement, or
budgetary needs of the participating agency, subject
to mutual agreement between the Company and such
agency. Company expressly reserves the right to
revise pricing, implementation schedules, or legal
terms when entering into a separate agreement with
any participating public entity. Each participating
agency shall be solely responsible for its own
contract execution, compliance with applicable
procurement laws, acceptance and use of the
Services, and payment of any associated fees. Use of
this Agreement by other public agencies shall not
create any obligation or liability —financial or
otherwise —on the part of the originating Customer.

The Company shall include in any cooperative use
contract a clause indemnifying and holding harmless
the originating Customer from any claims, demands,
or liabilities arising out of such participation.

Company shall maintain a list of public entities
utilizing this Agreement and report aggregate annual
usage data upon request. Nothing herein guarantees
any usage by other public entities or establishes any
agency, joint venture, or employment relationship
between them and the originating Customer.

12. 8 . Governing Law. This Agreement shall be governed by the laws of the Customer' sjurisdiction, and any
legal action concerning the provisions hereof shall be
brought in the courts located in the Customer' s
jurisdiction.

12. 9 . Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any
other breach. The failure of any party to insist on
strict performance of any covenant or obligation in
accordance with this Agreement will not be a waiver
11 91
of such party' sright to demand strict compliance in
the future, nor will the same be construed as
a
novation of this Agreement.

12.0 Severability; Counterparts. If any part of this
Agreement is found to be illegal, unenforceable, or
invalid, the remaining portions of this Agreement
will remain in full force and effect. If any material
limitation or restriction on the use of the Services
under this Agreement is found to be illegal,
unenforceable, or invalid, Customer' sright to use the
Services will immediately terminate. This Agreement
may be executed in any number of identical
counterparts, notwithstanding that the parties have
not signed the same counterpart, with the same effect
as if the parties had signed the same document. All
counterparts will be construed as and constitute the
same agreement. This Agreement may also be
executed and delivered by facsimile and such
execution and delivery will have the same force and
effect of an original document with original
signatures.

12.. Entire Agreement. This Agreement, including all
applicable exhibits and attachments, is the final and
complete expression of the agreement between these
parties regarding Customer' sand its Users' use of the
Services. This Agreement supersedes, and the terms
of this Agreement govern, all previous oral and
written communications regarding these matters, all
of which are merged into this Agreement. No
employee, agent, or other representative of Company
has any authority to bind Company with respect to
any statement, representation, warranty, or other
expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular
practice or method of dealing between the parties
will be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be
changed only by
a written mutual agreement signed
by an authorized agent of both Parties. Company will
not be bound by, and specifically objects to, any
term, condition, or other provision that is different
from or in addition to this Agreement ( whether or not
it would materially alter this Agreement) that is
proffered by Customer in any receipt, acceptance,
confirmation, correspondence, or otherwise, unless
Company specifically agrees to such provision in
writing and signed by an authorized agent of
Company.
12 92

ATTACHMENT A

HARDWARE TERMS
The Company and Customer will collaborate to determine the quantity and specifications of hardware required to support the Customer' s use of the Company Platform, including but not limited to barcode scanners, self-ervice kiosks, and physical credit card readers ( the " Hardware"). Final Hardware requirements, including quantities, models, locations, and applicable fees, will be defined and agreed upon in the Order Form or a mutually executed amendment referencing this Attachment.

Unless otherwise specified in the Order Form:
o The Company will source, configure, and ship the Hardware; o Any applicable Hardware fees will be set forth in the Order Form; o Title to Hardware for which the Customer pays a listed fee will transfer to the Customer upon delivery and full payment;
o Hardware provided at no cost remains the property of the Company and must be returned in materially functional condition upon request or termination.

The Company may provide additional Hardware during the Term ifjointly agreed in writing based on operational need or expansion of Services. Any such additions will be governed by this Attachment and documented via an updated Order Form or written addendum.

ATTACHMENT B

MAINTENANCE AND SUPPORT SERVICES
The Customer' s use of the Services is subject to the Company' sstandard Maintenance and Support Terms, which are
maintenance- services/.
incorporated by reference and available at: https:// www. kaizenlabs. co/ legal/ exhibit- b These terms may be updated by the Company from time to time to reflect changes in service levels, support channels, or response times. Any such updates will not materially reduce the level of support provided during the then -current Term without prior written notice to Customer. The version of Attachment B in effect as of the Effective Date of the applicable Order Form will govern unless otherwise agreed in writing.
13 93

PAGE LEFT

INTENTIONALLY
BLANK
94 ITEM 4. 10

CITY MANAGER' S REPORT
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING
ITEM:

RECOMMENDATION:

APPROVE SECURITY SOFTWARE

SUBSCRIPTION EXTENSIONS FROM
SOUTHERN COMPUTER WAREHOUSE INC. AND,
IBM CORP., EQUIPMENT PURCHASES FROM
SOLID NETWORKS INC. FOR SECURITY

RELATED, EQUIPMENT AND RELATED BUDGET

AMENDMENT
Adopt a Resolution to Approve Security
Software Subscription Extensions from
Southern Computer Warehouse Inc. and, IBM
Corp., Equipment Purchases Solid Networks
Inc. for Security Related Equipment,
Equipment and Related Budget Amendment
SUMMARY:

The Information Systems Department ( ISD) utilizes an array of security related subscriptions as tools to protect the City' s network systems. However, it is imperative to note that the details of the proposed security software subscriptions cannot be publicly disclosed due to significant risks associated with such sensitive information.

Publishing these details could inadvertently provide malicious actors with valuable insights, potentially enabling them to exploit vulnerabilities. Therefore, to safeguard against such threats and ensure the continued integrity of the City' s security infrastructure, the specific details of the software subscriptions and equipment must remain undisclosed.

Staff is requesting City Council to approve the extension of two ( 2) software subscriptions to ensure no disruption to the services provided by the software subscriptions. Additional equipment necessary to ensure functionality of the existing software subscriptions is necessary because the existing equipment is not sufficient.

The purchase of this additional equipment and the extension of the software subscriptions align with the necessity to maintain compliance with the rigorous standards set forth by the Department of Homeland Security ( DHS) and Department of Justice ( DOJ). By ensuring services will not be disrupted, the City aims to mitigate potential risks and ensure adherence to regulatory standards. Moreover, maintaining compliance with these standards is essential for securing insurance coverage, which not only enhances the City' s overall security resilience, protecting the City' s assets, but also has the potential to reduce associated costs. Hence, these necessary purchases serve as proactive measures to enhance the City' ssecurity defenses and safeguard the integrity of the City' s digital infrastructure. 95 CITY MANAGER' S REPORT PAGE 2
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING

APPROVE SECURITY SOFTWARE SUBSCRIPTION EXTENSIONS FROM
SOUTHERN COMPUTER WAREHOUSE INC. AND, IBM CORP., EQUIPMENT PURCHASES FROM SOLID NETWORKS INC. FOR SECURITY RELATED,

EQUIPMENT AND RELATED BUDGET AMENDMENT
All necessary purchases are in accordance with procedures set forth in the Lathrop Municipal Code ( LMC), as multiple quotes were received for the software extensions and the equipment purchase. The lowest priced quote was chosen for the equipment purchases.

Tonight, Staff requests City Council adopt a resolution to authorize the City Manager to execute the extensions of cyber security related software subscriptions with Southern Computer Warehouse Inc. for a sum not to exceed $ 98, 521 and IBM for a sum not to exceed $ 38,68 along with the purchases of equipment from Solid Networks for a sum not to exceed $ 191,50. These expenses were not included in the City Council approved biennial budget for FY 25-6 and therefore a budget amendment of $ 328,09 is requested from the General Equipment Reserves to fund these expenses.

BACKGROUND:

The ISD utilizes a variety of security software subscriptions, essential for aligning with the rigorous standards outlined by the National Institute of Standards and Technology ( NIST). Compliance with these standards is not only mandated by the Department of Homeland Security ( DHS) and the Department of Justice ( DOJ) but also required for the City to pursue State and Federal Grants in the future.

Additionally, adherence to NIST guidelines enables the City to maintain its' security insurance, thereby potentially reducing the overall security insurance expenses incurred by the City. By continuing to invest in this initiative, the City demonstrates its commitment to proactive security measures, ensuring resilience against emerging threats.

The software subscriptions previously approved to be purchased by City Manager in February 2025 require extension prior to termination at the end of February 2026, for a total expense of $ 137,59. Additional equipment required to ensure functionality of the existing software subscriptions is required as the existing equipment is not sufficient in the sum not to exceed $ 191,50. The purchase of this equipment and the extension of the software subscription aligns with the urgency of maintaining compliance with the rigorous standards set forth by the DHS and DOJ compliance. By ensuring services will not be disrupted, the City aims to mitigate potential risks and ensure adherence to regulatory standards. Moreover, maintaining compliance with these standards is essential for securing insurance coverage, which not only enhances the City' s overall security resilience but also has the potential to reduce associated costs. Hence, this investment serves as a proactive measure to enhance the City' ssecurity defenses and safeguard the integrity of the City' s digital infrastructure.
96 CITY MANAGER' S REPORT PAGE 3
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING

APPROVE SECURITY SOFTWARE SUBSCRIPTION EXTENSIONS FROM
SOUTHERN COMPUTER WAREHOUSE INC. AND, IBM CORP., EQUIPMENT PURCHASES FROM SOLID NETWORKS INC. FOR SECURITY RELATED,

EQUIPMENT AND RELATED BUDGET AMENDMENT
All necessary purchases are in accordance with procedures set forth in the Lathrop Municipal Code ( LMC) as multiple quotes were received for the software extension and the equipment purchases. The lowest priced quote was chosen for each of the three purchases.

Tonight, Staff requests City Council adopt a resolution to authorize the City Manager to execute the extensions of security related software subscriptions with Southern Computer Warehouse Inc. for a sum not to exceed $ 98, 521, and with IBM for a sum not to exceed $ 38,68, along with the purchases of equipment from Solid Networks for a sum not to exceed $ 191,50. These expenses were not included in the City Council approved biennial budget for FY 25-6 and therefore a budget amendment of $ 328,09 is requested from the General Fund to fund these expenses.

REASON FOR RECOMMENDATION:

To ensure compliance with the requirements of the Department of Homeland Security DHS) and the Department of Justice ( D0J), enhance the City' s security posture, maintain security insurance coverage, and potentially reduce insurance premiums.

FISCAL IMPACT:

Sufficient funds for this item were not allocated in the budget as approved by the City Council in the biennial budget for Fiscal Year 25-6 and therefore a budget adjustment as detailed below is requested from the General Fund for a total amount of $ 328,09.

Increase Expenditures
1010-7- 20- 435- 10- 0 $137,59
1010-7- 20- 450- 12- 00 $191,50
ATTACHMENTS:

A. Resolution to Approve Security Software Subscription Extensions From Southern Computer Warehouse Inc. and IBM Corp. Equipment Purchases From Solid Networks Inc. For Security Related Equipment and Related Budget Amendment
B. Redacted PO # 2026- 45 with Southern Computer Warehouse Inc. for Security Related Software Subscription Extension
C. Redacted PO # 2026- 497 with IBM Corp. for Security Related Software Subscription Extension
D. Redacted PO # 2026- 458 with Solid Networks Inc. for the Security Related Equipment Purchase
E. Redacted PO # 2026- 459 with Solid Networks Inc. for the Security Related Equipment Purchase
97 CITY MANAGER' S REPORT PAGE 4
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING

APPROVE SECURITY SOFTWARE SUBSCRIPTION EXTENSIONS FROM
SOUTHERN COMPUTER WAREHOUSE INC. AND, IBM CORP., EQUIPMENT PURCHASES FROM SOLID NETWORKS INC. FOR SECURITY RELATED,

EQUIPMENT AND RELATED BUDGET AMENDMENT
APPROV
ernandes Date
Information Systems Director
Cari Ja
Finance Director
0\, 61
Date
t! Si/ Td t
Thomas Hedegard Date
Deputy City Manager
Z. V ' 2(a,
Salvador Navarrete Date
City Attorney
Step l i J. Salvatore Date
City Manager
98 RESOLUTION NO. 25 -

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO

APPROVE SECURITY SOFTWARE SUBSCRIPTION EXTENSIONS FROM
SOUTHERN COMPUTER WAREHOUSE INC. AND, IBM CORP., EQUIPMENT PURCHASES FROM SOLID NETWORKS INC. FOR SECURITY RELATED

EQUIPMENT AND RELATED BUDGET AMENDMENT
WHEREAS, every day the City is faced with hundreds of thousands of relentless attempts by hackers and web pirates attempting to steal financial, business, personal, or otherwise sensitive information; and WHEREAS the Information Systems Department ( ISD) utilizes an array of security related software subscriptions as tools to protect the City' s network systems; and
WHEREAS, it' s imperative to note that the details of the security software subscriptions and equipment cannot be publicly disclosed due to significant security risks associated with such sensitive information; and
WHEREAS, software subscriptions previously approved to be purchased by City Manager in February 2025 require extension prior to termination for a total expense of $ 137,59; and
WHEREAS, equipment required to ensure functionality of the existing software subscriptions is required as the existing equipment is not sufficient in the sum not to exceed $ 191,50; and
WHEREAS, this investment serves as a proactive measure to enhance the City' s cyber security defenses and safeguard the integrity of the City' s digital infrastructure; and
WHEREAS, staff requests City Council adopt a resolution to approve for the City Manager to authorize the extension of a security related software subscription with Southern Computer Warehouse Inc. for a sum not to exceed $ 98, 521, and with IBM Corp. for a sum not to exceed $ 38,68, along with the purchases of equipment from Solid Networks for a sum not to exceed $ 191,50; and WHERAS, this expense was not included in the City Council approved biennial budget for FY 25-6 and therefore a budget amendment of $ 328,09 is requested from the General Equipment Reserves to fund these expenses.

NOW, THEREFORE, BE IT RESOLVED, the City Council of the City of Lathrop does hereby approve for the City Manager to authorize the extension of a security related software subscriptions with Southern Computer Warehouse Inc. for a sum not to exceed $ 98, 521, and with IBM Corp. for a sum not to exceed $ 38,68, along with the purchases of equipment from Solid Networks for a sum not to exceed $ 191,50; and
99 BE IT FURTHER RESOLVED, the City Council of the City of Lathrop does hereby approve a budget adjustment as detailed from the General Fund for a total amount of $ 328,09.

Increase Expenditures
1010-7- 20- 435- 10- 0 $137,59
1010-7- 20- 450- 12- 00 $191,50
100
The foregoing resolution was passed and adopted this 9th day of February 9, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Paul Akinjo, Mayor
ATTEST: APPROVED AS TO FORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney 101
Docuslgn Envelope ID: 42UCt5Cbb- Ct35A- 4255- i286- D51i2B8E1ti9U6 The parties to this agreement
are:

Vendor No. 2377
Southern Computer Warehouse, Inc
CPO BOX 96307
Charlotte, NC 28296- 0307
JuAPIIIrY ( IIrlI1 I)r S( NIP 1 if ) ti
396. 00 EACH
0o 390 Towne Centre Dr
Lathrop, CA 95330
o
Ch 390 Towne Centre Dr
2 Lathrop, CA 95330
o
Purchase Order
No. 2026- 00000425
Date 12/ 23/025
Attachment B

PURCHASE ORDER NUMBER MUST

APPEAR ON ALL INVOICES, SHIPPERS, BILL

OF LADING AND CORRESPONDENCE

DELIVER BY

SHIP VIA

FREIGHT TERMS
PAGE 1 of 3
ORIGINATOR Emily Malay
Otilt ( () ST IOiAL ( () ST
248. 7900
The contractor agrees to furnish all labor, equipment and materials necessary to perform the services describe herein and agrees to comply with the terms and conditions identified below which are made a part hereof by this reference ( Outline exact detail what is to be done, where is to be done and include work specifications, if applicable.)
r—DocuSlgned by:
4n, yrtil aanAS
1C20DF53101F478_.
1/5/ 2026

CITY OF LATHROP

RECOMMENDED FOR APPROVAL DATE

CITY OF LATHROP

APPROVED BY
Special Instructions
DATE
r --Signed by:
111, 410 (art i
j
BE1 F2EC05F5E438
VENDOR ( Signature)

APPROVED BY
Andres Ortiz
98, 520. 84
98, 520. 84
1/2/ 2026
DATE
1/2/ 2026
VENDOR ( Print Name)

APPROVED BY DATE

Page 1 of 3 ends

102
Docusign Envelope ID: 420C6C6B- C85A- 4255- 8286- D562B8E16906

Page 2 of 3 ends

STANDARD PURCHASE ORDER

TERMS AND CONDITIONS
ACCEPTANCE. Acceptance ofthis Purchase Order. whether by written acknowledgement or by performance by Seller. shall be upon the terms and conditions hereof; no other terms or conditions shall be binding on Buyer unless written approval thereof specifically referring to such other terms and conditions shall have been given to Seller.

INVOICES. Separate invoke shall be supplied for each Purchase Order shipment. Each invoice shall be itemized and shall show Contract Number, terms, discounts, date of shipment or service dates. and Purchase Order Number. Failure to show said items may result in delay of payment with all rights reserved, including cash discounts. The Vendor name on this Purchase Order resulted from a quotation signed in the same name. Payment will not be made to a firm name other than that shown on the face hereof without evzitten assignment.

3. PAYMENT TERMS. Seller shall receive payment either by One -Time payment ( Lump Sum). Monthly or Quarterly 11EMIZED DIVOICE. All payments are in arrears.

4. ORDER CHANGES. The Buyer shall have the right from lime to time by written notices to make changes in quantities and+ or delivery dates of any article, material, or services covered by this Purchase Order prior to the time the item or items are actually placed into final production by the Seller. If such changes are made after the article, material, or services are placed into final production by the Seller and such changes cause a substantial increase or decrease in Sellers performance will be made and this order will be modified in writing accordingly, provided that any claim for adjustment must be asserted by the Seller within a reasonable time ( in no case to exceed twenty days) after the change is ordered.

SHIPPING. Seller will indicate plainly the Purchase Order Number on all bills of lading, all goods shipped pursuant to said order. and on all invoices, freight bills, and packages. Each package must contain a memorandum showing Seller' sname. contents of package. and Purchase Order Number.

Shipments of goods specified on this Purchase Order number should result in lowest possible freight rate unless otherwise specified by Buyer_ Penalties or increased charges due to faihue to observe this provision will be charged to Seller.

Shipping costs for goods on back order shall be paid only at the rate which would have been applicable had the complete order been shipped at one time. All excess costs shall be borne by Seller. Partial shipments must be identified as such on shipping,, memoranda and invoices.

When shipping. Seller will make no declaration of value to carried, except where shipment is subject to released value ratings.

Any materials supplied to City which are covered by the OSHA Hazard Communication Standard must be accanhpanied by the applicable Ivlaterial Safety Data Sheet ( MSDS) at the time of delivery.

6. DELIVERY. Unless otherwise expressly provided. Seller shall deliver all articles to Buyer' s premises. free of all freight handling. transportation, drayage, boxing and similar charges. All times in this contract are of the essence.

7. TERMINATION. Buyer may terminate all or part of this contract with or without cause. If buyer terminates without cause, then Buyer shall pay all reasonable termination charges incurred by Seller.

S. DECLINE IN PRICES. Buyer shall be protected in the event of declining prices on the undelivered portion of this Purchase Order. If prices decline got items ordered, Seller may elect to meet priced reductions or other vendors, or is own lower prices to other purchasers, but if Seller should refuse to do so. Buyer shall have the right to cancel any or all of the balance due on this Purchase Order without cost to Buyer.

9. FORCE MAJEURE. Neither Seller nor Buyer shall be liable for nonperformance due to causes beyond reasonable control_ Where only a part of Seller' s capacity to perform is excused under this paragraph. Seller must allocated production and deliveries among the various customers then under contract for similar goods during the period. The allocation must be made in a fair and equitable manner. ',Aline either Seller or Buyer claims an excuse for nonperformance under this paragraph. it must give notice in writing to the other party. Seller shalt not be obligated to sell, nor Buyer obligated to pwchase, at a later date, that portion of the goods that Seller is unable to deliver or Buyer is unable to receive or use due to any excused cause. No goods are to be tendered by Seller after the expiration of the terms specified in this Purchase Order without consent of Buyer.

10. WARRANTY. Seller warrants that all articles and services covered by this Purchase Order will conform to drawings, specifications. or samples and will be merchantable and of good material, deli n and workmanship. free from all defects, and suitable for the use intended.

All articles will be subject to Buyer' sinspection and rejection at the place of delivery. Defective articles may be returned to the Seller for full credit or replacement at the Seller' srisk and expense, including transportation charges both ways. but no defective articles shall be replaced without formal replacement order signed by the Buyer.

11. ASSIGNMENT. Neither party shall assign or transfer this Purchase Order without the written consent of the other.

12. INDEMNITY. SELLER WARRANTS THAT GOODS FURNISHED UNDER THIS PURCHASE ORDER DO NOT INERE GE ANY PATENT, TRADEMARK OR TRADE NAME, OR COPYRIGHT AND AGREES TO ENDEMICITY AND SALT.

HARMLESS BUYER OR ITS VENDEES FROM ANY AND ALL CLAMS, SUITS, LIABILITIES, DAMAGES, LOSSES, OR

EXPENSES INCURRED BY BUYER OR ITS VENDEES BY REASON OF ANY ALLEGED INITMGEMENI OF ANY SUCH RIGHTS.
103
Docusign Envelope ID: 42UC6Ctit3- CFf5A- 42b5-328ti- l)562b8E1tiYOti PAGE 3 OF 3

SELLER SHALL LNDEM NIF AND HOLD HARMLESS BUYER AND ITS AGENTS AND EMPLOYEES FROM AN AGAINST ALL CLAIMS. DAMAGES. LOSSES AND EXTENSES. LNCLt DIM ATTORNEYS FEES. ARISING OUT OF OR

RESULTING FROM THE PERFORMANCE OF THE WORK CAUSED BY ANY NEGLIGENT ACT OR OMISSION OF SELLER. ANY SUBCONTRACTOR OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. IN C ASE OF CONCt' RRE G FAULT. EACH P. ARTT SHALL BEAR ITS SHARE OF THE LOSS. 13 BITER' SPROPERTY Any property ofBuyer in Seller' sactive or constructive possession or custody hereunder will be at Sellers nsk. and Seller agrees to reimburse Buyer for any loss or damage to such property however caused 14 COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS By acceptance hereof. Seller Warrants:
a) that all goods. merchandise. and matenals delivered and services rendered hereunder will have been produced and provided in compliance with all requirements of the Fair Labor Standards Act of 1938. as amended. and b) that all goods. materials. and equipment dehvered hereunder shall comply with the applicable federal standards prescribed by the Occupational Safety and Health Act of 1970. or as amended. c) that Seiler will comply with all applicable laws. rules and regulanons of federal, state and local governments and agencies. thereof including but not limited to Executive Orders 11246. 11701. and section 503 of Public Law 93- 112. The Rehabilitation Act of 1973. the provisions of The Amencans and Disabihnes Act. Transient Employer Law ( 285.30 R. S. Mo. et seq.) and Excessive Uaumpioyment Law ( Section 290. 550 et seq R S Mo.) which are hereby incorporated by reference_ unless this Purchase Order is exempt pursuant to said Executive Orden. or Acts and the regulations issued thereunder 15 WORKER' S COMPENSATION. EMPLOYER' SLIABILITY. AND GENERAL LIABILITY When work is performed on Buyer' s premises. Seller agrees to cam at Sellers own expense.
a) Worker' s Compensation and Employer' sLability Insurance. b) General habihty ( including Contractual Lability and Products Lability/ Completed Operatic) Insurance and Auto liability insurance each in amounts no less than 51. 000,00 per occurrence. Insurance certificates of such coverage shall be submitted to City Utilities' Risk Management upon request of Berner
16 INSOLVENCY. If Seller shall become insolvent. file a petition in bankruptcy. or shall make an assignment for the benefit of creditors. or if a receiver or trustee shall be appointed of or for any of Seller' s property or business, the Purchase Order may be cancelled at Buyers option without lability.

17. TAXES. Seller agrees to cooperate with Buyer in opposing the imposition of any tax on any article covered by this Purchase Order. the legality of which is questioned by Buyer, and m securing any abatement or any refund thereof sought by Buyer
18 FOREIGN SHIPMENTS Foreign shipments must be preceded by execution of formal Consular Invoice At ame of shipment. Ocean Bills of Lading. Consular Invoice, and Commercial Invoices. in triplicate. shall be forwarded directly to the Purchasing Agent issuing this Purchase Order.
19 VENUE. This Purchase Order shall be governed by the law of the State of California 20 BRANDING. Seller warrants that all matenals covered by this Purchase Order are no altered or misbranded within the meaning of the Federal Food Drug and Cosmetic Act: not an article with may not . under provisions of Section 404 or 505 of stud act be introduced mto interstate commerce. and not adulterated or misbranded within the meaning of the pure food and drug laws or the ordinances of any state or city, which are applicable to such shipment or delivery. and Seller hereby agrees to indemnify and save the Buyer harmless from and against all claims. charges. action and proceedings brought agamst Buyer by any lawful government authority or by any person on account of any alleged adulteration or misbranding by Seller of any such matenal referred to above. Seller does no guarantee against any such matenal becoming adulterated or misbranded after delivery to Buyer by reason of causes beyond Sellers control. 21 CONFLICTING TERMS. In case of a conflict between these terms and conditions and those of a separate written contract signed by both
Buyer and Seller. the wntten contract shall prevail.

REVIEW OF RECORDS. Dunng the term of the purchase order' agreement and for three years thereafter. City of Lathrop ( City) shall have the right to review Seller' s records. otily for the purposes of verifying claims for payment and compliance with the terms and conditions of the purchase order: agreement for at least three yeas after final payment. 23 OFFSETTING BILLS City reserves the right to apply offsetting payments for goods and: or services that are due against delinquent utility bills which are due City
24 NON- EXCLUSIVE AGREEMENT. The purchase order is a non- exclusive contract and City reserves the nght to purchase same or like matenals andnor services from other sources as City deems necessary and appropnate. 104
Uocuslgn Envelope IL): 42UCtiCtit1- C85A- 4255- 8286- D5b2t38E 169116 Southern Computer Warehouse
1395 S. Manetta Parkway
Building 300
Marietta, Georgia 30067
United States
http:// www. scw. com
P ) 877- GOTOSCW
F) 770. 579. 8937
Customer
City of Lathrop CA (CO36709)
Fernandes, Tony
390 Towne Center Dr
Lathrop, CA 95330
United States
P) (209) 941- 7200
Customer PO:

Special Instructions:

Contract
Open Market - Open Market
Thank you for the opportunity.

Bill To
City of Lathrop CA
Payable, Accounts
390 Towne Center Dr
Lathrop, CA 95330
United States
P) (209) 941- 7200
Quote valid for 90 days unless formal bid provides different term. Promotional pricing is valid only during term of promotion and while supplies last. All retums must be authonzed and clearly marked with a valid RMA number. RMA' s are subject to restock fees when applicable.

These prices may not include applicable taxes, insurance, shipping, delivery, setup fees, or any cables or cabling services or material unless specifically listed above.

Please note that expedited shipping charges are estimated, and could decrease or increase when invoiced. All prices are subject to change without notice. Supply subject to availability.

Ship To
City of Lathrop CA

PO, REF
390 Towne Center Dr
Lathrop, CA 95330
United States
P) (209) 941- 7200
Terms:

Undefined
Date
Dec 10, 2025 09:4 AM EST
Modified Date
Dec 12, 2025 11: 05AM EST
SalesRep
Ortiz, Andres
P) 877- GOTOSCW ext. 320
Customer Contact
Fernandes, Tony
P) 209. 941. 7349
tfemandes@cilattirop. ca. us
Ship Via:

GROUND
Carrier Account #:

Subtotal: $ 98, 520. 84
Tax (8. 7500%): S0. 00
Shipping. 50. 00
Total: $ 98, 520. 84
105
Docusign Envelope ID UtiU96111- Sri/ 64AUli- 9120- 45hY28YAAt3F- 5 The parties to this agreement
are:

Vendor No. 732
IBM Corporation
P. O. BOX 676673
C
DALLAS, TX 75267- 6673
o
OLIAFJII Y tttlll

1. 00 EACH
co 390 Towne Centre Dr
Lathrop, CA 95330
o
cn 390 Towne Centre Dr
Lathrop, CA 95330
o
Purchase Order
No. 2026- 00000497
Date 1/ 28/026
Attachment C

PURCHASE ORDER NUMBER MUST

APPEAR ON ALL INVOICES, SHIPPERS, BILL

OF LADING AND CORRESPONDENCE

DELIVER BY

SHIP VIA

FREIGHT TERMS
PAGE 1 of 3
ORIGINATOR Emily Malay
matt LOST TI) IAL t:( sT
38,67. 8200
The contractor agrees to furnish all labor, equipment and materials necessary to perform the services describe herein and agrees to comply with the terms and conditions identified below which are made a part hereof by this reference ( Outline exact detail what is to be done, where is to be done and include work specifications, if applicable.)
DocuSigned by:
1/ 28/026
1C20DF53101F478..

CITY OF LATHROP

RECOMMENDED FOR APPROVAL
Signed by:
q64FtB5C0 ,31409 ..
s
VENDOR ( Signature)

DATE APPROVED BY

CITY OF LATHROP

APPROVED BY
Special Instructions
DATE
Yvonne Jacques
38,67. 82
38,67. 82
1/ 28/026
DATE
1/ 28/026
VENDOR ( Print Name)

APPROVED BY DATE

Page 1 of 3 ends

106
Docusign Envelope ID: 06096111- 3876- 4A0B- 9120- 45E9289AA8F5

Page 2 ends

STANDARD PURCHASE ORDER

TERMS AND CONDITIONS

1. ACCEPTANCE. Acceptance of this Purchase Order. whether by written acknowledgement or by performance by Seller. shall be upon the tetras and conditions hereof, no other terms or conditions shall be binding on Buyer unless written approval thereof specifically referring to such other terms and conditions shall have been given to Seller.

INVOICES. Separate invoice shall be supplied for each Purchase Order shipment. Each invoice shall be itemized and shall show Contract Number, terms, discounts, date of shipment or service dates. and Purchase Order Number. Failure to show said items may result in delay of payment with all rights reserved, inchiding cash discounts. The Vendor name on this Purchase Order resulted from a quotation signed in the same name. Payment will not be made to a firm name other than that shown on the face hereof without written assignment.

PAYMENT TERMS. Seller shall receive payment either by One -Time payment ( Lump Sum), Monthly or Quarterly ITEMIZED LNVOICE. All payments are in arrears.

4. ORDER CHANGES. The Buyer shall have the right from time to time by written notices to make changes in quantities and br delivery dates of any article, material; or services covered by this Purchase Order prior to the time the item or items are actually placed into final production by the Seller. If such changes are made after the article, material, or services are placed into final production by the Seller and such changes cause a substantial increase or decrease in Seller' s performance will be made and this order will be modified in writing accordingly, provided that any claim for adjustment must be asserted by the Seller within a reasonable time ( in no case to exceed twenty days) after the change is ordered.

5. SHIPPING. Seller will indicate plainly the Purchase Order Number on all bills of lading, all goods shipped pursuant to said order. and on all invoices, freight bills, and packages. Each package must contain a memorandum showing Seller' s name. contents of package. and Purchase Order Number.

Shipments of goods specified on this Purchase Order number should result in lowest possible freight rate unless otherwise specified by Buyer. Penalties or increased charges due to failure to obsene this provision will be charged to Seller.

When shipping, Seller will make no declaration of value to carried, except where shipment is subject to released value ratings.

Any materials supplied to City which are covered by the OSHA Hazard Communication Standard must be accompanied by the applicable 1vlaterial Safety Data Sheet ( MSDS) at the time of delivery. b DELIVERY. Unless otherwise expressly provided Seller shall deliver all articles to Buyer' s premises. free of all freight handling, transportation, drayage, boxing and similar charges. All times in this contract are of the essence.

7. TERMINATION. Buyer may terminate all or part of this contract, with or without cause. If buyer terminates without cause, then Buyer shalt pay all reasonable termination charges incurred by Seller.

S. DECLINE IN PRICES. Buyer shall be protected in the event of declining prices on the undelivered portion of this Purchase Order. If prices decline got items ordered, Seller may elect to meet priced reductions or other vendors. or is own lower prices to other purchasers, but if Seller should refuse to do so. Buyer shall have the right to cancel any or all of the balance due on this Purchase Order without cost to Buyer.

9. FORCE MAJEURE. Neither Seller nor Buyer shall be liable for nonperformance due to causes beyond reasonable control. Were only a part of Seller' scapacity to perform is excused under this paragraph. Seller must allocated production and deliveries among the various customers then under contract for similar goods during the period_ The allocation must be made in a fair and equitable manner. Where either Seller or Buyer claims an excuse for nonperformance under this paragraph, it must give notice in writing to the other party. Seller shall not be obligated to sell nor Buyer obligated to purchase, at a later date. that portion of the goods that Seller is unable to deliver or Buyer is unable to receive or use due to any excused cause. No goods are to be tendered by Seller after the expiration of the terms specified in this Purchase Order without consent of Buyer.

10. WARRANTY. Seller warrants that all articles and services covered by this Purchase Order will conform to drawings, specifications. or samples and will be merchantable and of good material design and workmanship. free from all defects, and suitable for the use intended.

All articles will be subject to Buyer' sinspection and rejection at the place of delivery. Defective articles may be returned to the Seller for full credit or replacement at the Seller' s risk and expense, inclutfi7 transportation charges both ways. but no defective articles shall be replaced without formal replacement order signed by the Buyer.

11. ASSIGNMENT. Neither party shall assign or transfer this Purchase Order without the written consent of the other.

12. LNDEMNITI . SELLER WARRANTS THAT GOODS FURNISHED UNDER THIS PURCHASE ORDER DO NOT INFRINGE ANY PATENT, TRADEMARK., OR TRADE NAME, OR COPYRIGHT AND AGREES TO INDEMNIFY AND SAVE HARMLESS BUIER OR ITS VENDEES FROM ANY AND ALL CL. ARIS, SUITS, LLABILITIES, DAMAGES, LOSSES, OR EXPENSES INCURRED BY BUYER OR ITS VEYDEES B' S REASON OF ANY ALLEGED Us RL' NGEMEN' TOF ANY SUCH RIGHTS.
107
Uocusign Envelope IU: UbU9b111- 38/ ti-4AUt3- 912U- 45EY2ti9AA8F5 PAGE 3 OF 3

SELLER SHALL LN' DEMNIFY AND HOLD HARMLESS BUYER AND ITS AGENTS AND EMPLOYEES FROM AN AGAINST ALL CLAIMS. DAMAGES. LOSSES AND EXPENSES. L\ CLtDIN& ATTORNEY' SFEES. ARISLNG on OF OR

RESULTLNG FROM THE PERFORMANCE OF THE WORK CAUSED BY ANT NEGLIGENT ACT OR OMISSION OF SELLER. ANY SUBCONTRACTOR OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. LN CASE OF CONCURRING FAULT. EACH PARTY SHALL BEAR ITS SHARE OF THE LOSS. 13 BUYER' SPROPERTY Any property ofBuyer in Seller' s active or constructive possession or custody hereunder will be at Sellers nsk. and Seller agrees to reimburse Buyer for any loss or damage to such property however caused 14 COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS By acceptance hereof. Seller Warrants:
a) that all goods. merchandise. and materials delivered and services rendered hereunder ti•ll have been produced and provided in compliance with all requirements of the Fair Labor Standards Act of 1938. as amended, and b) that all goods. materials, and equipment dehvered hereunder shall comply with the applicable federal standards prescnbed by the Occupational Safety and Health Act of 1970. or as amended. c) that Sella will comply wuh all applicable laws, rules and regulanons of federal. state and local governments and agencies_ thereof. including but not hmited to Execunve Orders 11246. 11701. and section 503 of Public Law 93- 112. The Rehabilitation Act of 1973. the provisions of The Amencans and Disabilities Act. Transient Employer Law ( 285.30 R S. Roo. et seq.) and Excessive U: nenployment Law ( Section 290. 550 et seq R. S. Mo.) which are hereby incorporated by reference. unless this Purchase Order is exempt pursuant to said Executive Orders. or Acts and the regulations issued thereunder

15. WORKER' S COMPENSATION. EMPLOYER' SLIABILITY. AND GENERAL LIABILITY When work is performed on Buyer' s premises. Seller agrees to carry at Seller' s own expense. a) Woda• sCompensation and Employer' sLiability Insurance. b) General liability ( including Contractual Liability and Products Lability' Compkted Operations) Insurance and Auto Liability insurance each in amounts no less than S1. 000,00 per occurrence. Insurance certificates of such coverage shall be submitted to City Utilities' Risk Management upon request of Buyer

16. NSOLVENCY. If Sella shall become insolvenr file a petition in bankruptcy. or shall make an assignment for the benefit of creditors. or if a receiver or trustee shall be appointed of or for any of Seller' s property or business. the Purchase Order may be cancelled at Buyer s option without liability.

17. TATS. Seller agrees to cooperate with Buyer in opposing the imposition of any tax on any article covered by this Purchase Order. the legality of which is questioned by Bunn. and m securing any abatement or any refund thereof sought by Buyer.

18. FOREIGN SHIPMENTS Foreign shipments must be preceded by execution of formal Consular Invoice At nme of shipment Ocean Bills of Lading, Consular Invoice. and Commercial Invoices, in triplicate. shall be forwarded duectiy to the Purchasing Agent issuing this Purchase Order.
19 VENUE. This Purchase Order shall be governed by the law of the State of California 20 BRANDLNG. Seller wurants that all materials covered by this Purchase Order are no altered or misbranded within the meaning of the Federal Food. Drug and Cosmetic Act: not an article with may not . under provisions of Section 404 or 505 of said act be introduced into interstate commerce. and not adulterated or misbranded within the meaning of the pure food and drug laws or the ordinances of any state or city which are applicable to such shipment or delivery. and Seller hereby agrees to indemnify and save the Buyer harmless from and against all claims. charges. action and proceedings brought against Buyer by any lawful government authonty or by any person on account of any alleged adulteration a misbranding by Seller of any such material referred to above. Seller does no guarantee against any such material becoming adulterated or misbranded after delivery to Buyer by reason of causes beyond Seller' scontrol.

1. CONFLICTING TERMS. In case of a conflict between these terms and conditions and those of a separate written contract signed by both
Buyer and Seller. the written contract shall prevail.

REVIEW OF RECORDS. During the term of the purchase orderagreement and for three years thereafter. City of Lathrop ( City) shall have the nght to review Seller' srecords. only for the purposes of verifying clams for payment and compliance with the terms and conditions of the purchase ord r
agreement for at least three years after final payment. 23 OFFSETTING BILLS City reserves the right to apply offsetting payments for goods and or services that are due against delinquent utility bills which are due City
11 24. NON- EXCLUSIVE AGREEMENT. The purchase order is a non- exchuite contract and City reserves the nght to purchase same or like matenals andor sevices from other sources as City deems necessary and appropnate. 108
Docusign
Envelope
ID:
06096111- 3876- 4
45E9289AA8F5 A0B-9120- International B
usiness Machines
Corporation International Business
achines
M
Corporation, Iorth
N
astle C
Drive,
nk, Armo
NY
10504 IBMSoftware
Subscripti
Support
and onRenewal
Qu
ote
Renewal
Contact
Attn:

Tony
Fernandes
CITY
OF

LATHROP
390
TOWNE
CENTRE
DR

LATHROP
CA
95330-358
UNITED
STATES
Passport
Advantage
Custo mer
Information
Quotation
Number: AdvantagePassport
Agreement
Number: AdvantagePassport
Site
Number:

IBM
Customer
Number: Da
Anniversary
te:

Relationship
SVP
Level:

Quotation
SVP
Level:

Passport
Advantage
Contact
Attn:

Tony
Fernandes
CITY
OF

LATHROP
390
TOWNE
CENTRE
DR

LATHROP
CA
95330-358
UNITED
STATES
IBM
Renewal
Contact
Information
IBM
Renewal
Representative:

Phone
Number:
e
Mail
Address:

TechnicalAttn:

Luis
CITY
OF
390

LATHROPUNITED
Product
Information SV
Unit
P
Price:

Is
the
IBMSuggested
Volume Price.

Unit
Price:

Is
the
price
established
for
a
full
renewal
completed
prior
to
theCoverage
Start
date .

This
price
may
change
if:
o
Your
renewal
is
not completed
prior
to
theCoverage
Start
Date,
or
o
You
request
to
renew
a
lesser
quantity
of
a
Part
Number,
or
o
You
request
to
renew
through
an
IBM
Business
Partner
a
Part
Number
which
was
previously
acquired
or
renewed
Pricing
is
not
inclusive
ofapplicable
freight
charges,
VAT/ sales
taxes.

Such
charges
and
taxes,
if
any,
will
be
recalculated
at
order
processing.

Item
No.

Part
Numbe
uan
Total
Points
Covera • =
Starts
Covera •
e
Ends
Months
Unit
SVP
Price
Unit
Price
Original
109
Docusign
Envelope
ID:
06096111- 3876- 4
45E9289AA8F5 A0B-9120-
Internatio
nal Business
Machi
Corporation nes International Business
Machi Cation, nes orpor 1
North
Castle Drive,
Armonk,
NY
10504
Pricing
not ofinclusive
applicable
sales
taxes.

Original
110
Docusign
Envelope
ID:
06096111- 3876 4A0B- 912045E9289AA8F5
International
Business
Machines
Corporation International B
Machiusiness Corpor
1 North
astl atio Cnes n,
e
Armonk,
Drive, NY
10504 to
Steps 1. renew
Review
your
IBM
Software (
S&)
Renewal
Quote
and
Information
Details. 2. Choose
one
of
the
following
options
to
renew
before
your
Coverage
Start
date:

Contact
an
IBM
Business
Partner
for
final
pricing
and
fulfillment
for
those
line
items
acquired
or
renewed
previously
through
an
IBM
Business
Partner Important
Reminders:

If requeyou
tore
st
some
new
but
not
all
of
the quantities
on
the
quote
above,
you
must
provide
system
gen
erated
documentation
that
verifies
current
uses
and
installations
at
least
30 days
prior
to
the
S&
Cov
erage
Start
date,
or
renew
all
expiring
quantities. yoIf
u
allow
your
S&
coverage
to
lapse,
your
S&
benefits
will
no
longer
be
available
including (
1)
access
to
new
software
versions,
releases,
fixes
and (
2)
24x7
technical
support.

We
recommend
that
you
renew
IBMSoftware ( S&)
for
all
uses
and
installations
of
IBM
programs
in
your
Quote .

If
you
have
questions,
please
contact
your
IBM
Renewal
Representative
or
your
IBM
Business
Partner( s)
for
those
line
items
acquired
through
an
IBM
Business
Partner( s).

Original
111
Docusign Envelope ID: AC9A00F2- D89A- 4208- 9165- 2A027789FFD8 The parties to this agreement
are:

Vendor No. 1295
Solid Networks, Inc
g • P. O. Box 613
O OAKDALE, CA 95361
2g
QUANTITY 11JNIT DESCRIPTION

1. 00

60. 00

1. 00

1. 00
EACH
EACH
EACH
EACH
CO 390 Towne Centre Dr
Lathrop, CA 95330
o
CJ) 390 Towne Centre Dr
2 Lathrop, CA 95330
o
Purchase Order
No. 2026- 00000458
Date 1/ 5/ 2026
Attachment D

PURCHASE ORDER NUMBER MUST

APPEAR ON ALL INVOICES, SHIPPERS, BILL

OF LADING AND CORRESPONDENCE

DELIVER BY

SHIP VIA

FREIGHT TERMS
PAGE 1 of 3
ORIGINATOR Emily Malay

UNIT COST TOTAL COST
36, 942. 0000 $ 36, 942. 00
1,01. 0000 $ 66, 060.
4, 582. 0000 $ 4, 582. 00
3, 232. 4300 $ 3, 232. 43
The contractor agrees to furnish all labor, equipment and materials necessary to perform the services describe herein and agrees to comply with the terms and conditions identified below which are made a part hereof by this reference ( Outline exact detail what is to be done, where is to be done and include work specifications, if applicable.)
p- DocuSigned by:

Vwr ' I N VI4 & S
1C20DF53101F478...

CITY OF LATHROP
1/4/ 2026

RECOMMENDED FOR APPROVAL
cC
Signed by:
b. rtSttU al. fetettA. setn,
C33CAB311998482...
110, 816. 43
1/3/2026
VENDOR ( Signature)

DATE APPROVED BY

CITY OF LATHROP

APPROVED BY
Special Instructions
DATE
DATE
Christina Robinson 1/3/ 2026
VENDOR ( Print Name)

APPROVED BY DATE
Equipment Only -

Page 1 of 3 ends

112
Docusign Envelope ID: AC9A00F2- D89A- 4208- 9165- 2A027789FFD8

Page 2 of 3 ends

STANDARD PURCHASE ORDER

TERMS AND CONDITIONS

1. ACCEPTANCE. Acceptance of this Purchase Order. whether by written acknowledgement or by performance by Seller. shall be upon the terms and conditions hereof; no other terms or conditions shall be binding on Buyer unless written approval thereof specifically referring to such other terms and conditions shall have been given to Seller.

2. LNVOICES. Separate invoice shall be supplied for each Purchase Order shipment. Each invoice shall be itemized and shall show Contract Number, terms, discounts, date of shipment or service dates, and Purchase Order Number. Failure to show said items may result in delay of payment with all rights reserved, mchrding cash discounts. The Vendor name on this Purchase Order resulted from a quotation signed in the same name. Payment will not be made to a firm name other than that shown on the face hereof without written assignment.

3. PAYMENT TERMS. Seller shall receive payment either by One -Time payment ( Lump Sum), Monthly or Quarterly ITEMIZED INVOICE. All payments are in arrears.

4. ORDER CHANGES. The Buyer shall have the right from time to time by written notices to make changes in quantities and+' or delivery dates of any article, material or services covered by this Purchase Order prior to the time the item or items are actually placed into final production by the Seller. If such changes are made after the article, material, or services are placed into final production by the Seller and such changes cause a substantial increase or decrease in Seller' s performance will be made and this order will be modified in smiting accordingly, provided that any claim for adjustment must be asserted by the Seller within a reasonable time ( in no case to exceed twenty days) after the change is ordered.

SHIPPING. Seller will indicate plainly the Purchase Order Number on all bills of lading all goods shipped pursuant to said order. and on all invoices, freight bills, and packages. Each package must contain a memorandum showing Seller' s name contents of package. and Purchase Order Number.

Shipping costs for goods on back order shall be paid only at the rate which would have been applicable had the complete order been shipped at one time. All excess costs shall be brine by Seller. Partial shipments must be identified as such on shipping, memoranda and invoices.

When shipping, Seller will make no declaration of value to carried. except where shipment is subject to released value ratings.

Any materials supplied to City which are covered by the OSHA Hazard Communication Standard must be accompanied by the applicable Material Safety Data Sheet (MSDS) at the time of delivery.

6. DELIVERY. Unless otherwise expressly provided Seller shall deliver all articles to Buner' s premises. free of all freight handling.
transportation, drayage, boxing and similar charges. All times in this contract are of the essence.

7. TERMINATION. Buyer may terminate all or part of this contract. with or without cause. If buyer terminates without cause, then Buyer shall pay all reasonable termination charges incurred by Seller.

S. DECLINE IN PRICES. Buyer shall be protected in the event of declining prices on the undelivered portion of this Purchase Order. If prices decline got items ordered, Seller may elect to meet priced reductions or other vendors_ or is own lower prices to other purchasers; but if Seller should refuse to do so. Buyer shall have the right to cancel any or all of the balance due on this Purchase Order without cost to Buyer.

9. FORCE MAJEURE. Neither Seller nor Buyer shall be liable for nonperformance due to causes beyond reasonable control. Where only a part of Seller' s
capacity to perform is excused under this paragraph, Seller must allocated production and deliveries among the various customers then tinder contract for similar goods during the period. The allocation must be made in a fair and equitable manner. Where either Seller or Buyer claims an excuse for nonperformance under this paragraph, it must give notice in writing to the other party. Seller shall not be obligated to sell, nor Buyer obligated to purchase, at a later date, that portion of the goods that Seller is unable to deliver or Buyer is unable to receive or use due to any excused cause. No goods are to be tendered by Seller after the expiration of the terms specified in this Purchase Order without consent of Buyer. 10, WARRANTY. Seller warrants that all articles and services covered by this Purchase Order will conform to drawings, specifications. or samples and will be merchantable and of good material design and workmanship. free from all defects, and suitable for the use intended.

All articles will be subject to Buyer' sinspection and rejection at the place of delivery. Defective articles may be returned to the Seller for full credit or replacement at the Seller' s risk and expense, including transportation charges both ways. but no defective articles shall be replaced without formal replacement order signed by the Buyer.

11. ASSIGNMENT. Neither party shall assign or transfer this Purchase Order without the written consent of the other.

12. DIDEMM1Y . SELLER WARRANTS THAT GOODS FURNISHED UNDER THIS PITRCHASE ORDER DO NOT INFRINGE

ANY PATENT, TRADEMARK, OR TRADE NAME, OR COPYRIGHT AND AGREES TO JNDEMISTFY AND SAVE,

HARMLESS BUYER OR ITS VENDEES FROM ANY AND ALL CLAMS, SUITS, LIABILITIES, DAMAGES, LOSSES, OR EXPENSES INCURRED BY BUYER OR ITS VENDEE BY REASON OF ANY ALLEGED INFRINGEMENT OF ANY SL C: H RIGHTS.
113
Docusign Envelope ID: AC9A00F2- D89A- 4208- 9165- 2A027789FFD8 PAGE 3 OF 3

SELLER SHALL INDEUNIE AND HOLD HARMLESS BUYER AND ITS AGENTS AND EMPLOYEES FROM AN

AGAINST ALL CLAIMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING ATTORNEY' SFEES, ARISING OUI OF OR

RESULTING FROM THE PERFORMANCE OF THE WORK CAUSED BY ANY NEGLIGENT ACT OR OMISSION OF SELLER, ANT SL' BCOMBACTOR, OR _ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. IN CASE OF CONCURRING FAULT, EACH PARTY SHALL BEAR ITS SHARE OF THE LOSS.

13. BUYER' SPROPERTY_ Any property of Buyer in Seller' s active or constructive possession or custody hereunder will be at Seller' srisk. and Seller agrees to reimburse Buyer for any loss or damage to such property however caused_

14. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. By acceptance hereof. Seller Warrants:
a) that all goods, merchandise, and materials delivered and services rendered hereunder will have been produced and provided in. compliance with all requirements of the Fair Labor Standards Act of 1938, as amended, and b)
c)
that all goods, materials, and equipment delivered hereunder shall comply with the applicable federal standards prescribed by the Occupational Safety and Health Act of 1970, or as amended. that Seller will comply with all applicable laws. rules and regulations of federal, state and local governments and agencies, thereof including but not limited to Executive Orders 11246. 11701, and section 503 of Public Law 93- 112. The Rehabilitation Act of 1973. the provisions of The Americans and Disabilities Act, Transient Employe Law ( 285.30 R. S. Mo. et seq.) and Excessive Unemployment Law ( Section 290. 550 et seq RS. Mo.) which are hereby incorporated by reference, unless this Purchase Order is exempt pursuant to said Executive Orders. or Acts and the regulations issued thereunder..

15. WORKER' S COMPENSATION, EMPLOYER' SLIABILITY, AND GENERAL LIABILITY. When work is performed on Buyer' s premises. Seller agrees to carry at Seller' s own expense. a) Worker' s Compensation and Employer' sLiability Insurance. b) General liability ( including Contractual Liability and Products Liability/ Completed Operations) Insurance and Auto Liability insurance each in amounts no less than $ 1, 900, 000 per occurrence. Insurance certificates of such coverage shall be submitted to City Utilities' Risk Management upon request ofBuyer_

16. LVSOLV NCY. If Seller shall become insolvent file a petition in bankruptcy. or shall make an assignment for the benefit of creditors. or if a receiver or trustee shall be appointed of or for any of Seller' s property or business, the Purchase Order may be cancelled at Buyer' s option without liability.

18. FOREIGN SHIPMENTS. Foreign shipments must be preceded by execution of formal Consular Invoice. At time of shipment Ocean Bills of Lading, Consular Invoice, and Commercial Invoices, in triplicate, shall be forwarded directly to the Purchasing Agent issuing this Purchase Order.

19. VENUE. This Purchase Order shall be governed by the law o€ the State of California.

20. BRANDING. Seller warrants that all materials covered by this Purchase Order are no altered or misbranded within the meaning of the Federal Food. Drug and Cosmetic Act; not an article with may not , under provisions of Section 4O4 or 505 of said act, be introduced into interstate commerce, and not adulterated or misbranded within the meaning of the pure food and drug laws or the ordinances of any state or city which are applicable to such shipment or delivery, and Seller hereby agrees to indemnify and save the Buyer harmless from and against all claims, charges, action and proceedings brought against Buyer by any lawful government authority or by any person on account of any alleged adulteration or misbranding by Seller of any such material referred to above. Seller does no guarantee against any such material becoming adulterated or misbranded after delivery to Buyer by reason of causes beyond Seller' scontrol.

21. CONFLICTING TERMS. In case of a conflict between these terms and conditions and those of a separate written contract signed by both Buyer and Seller. the written contract shall prevail.
2?. REVIEW OF RECORDS. During the term of the purchase orderiaereement and for three years thereafter, City of Lathrop ( City) shall have the right to review Seller' s records, only for the purposes of verifying claims for payment and compliance with the terms and conditions of the purchase order; agreement for at least three years after final payment.

23. OFFSETTING BILLS. City reserves the right to apply offsetting payments for goods and/ or services that are due against delinquent utility bills which are due City_
24_ NON- EXCLUSIVE AGREEMENT. The purchase order is a non- exclusive contract and City reserves the night to purchase same or like materials and/ or services from other sources as City deems necessary and appropriate. 114
Docusign Envelope ID: AC9A00F2- D89A- 4208- 9165- 2A027789FFD8 SolidNetworks
Solid Networks
Mark Ricci

1. 209. 338. 1424
Mark. Ricci@SolidNetworks. com
We have prepared a quote for you
Technology
Simplified
Prepared for:

City of Lathrop
Tony Fernandes
tfernandes@ci. lathrop. ca. us
115
Docusign Envelope ID: AC9A00F2- D89A- 4208- 9165- 2A027789FFD8 Price Qty Ext. Price
36, 942. 00
1,01. 00
4, 582. 00
10, 000.)
1 60
1 1
36, 942. 00
66, 060.
4, 582. 00
10, 000.)
Subtotal 97, 584. 00
116
Docusign Envelope ID: AC9A00F2- D89A- 4208- 9165- 2A027789FFD8 Prepared by:

Solid Networks
Mark Ricci

1. 209. 338. 1424
Mark. Ricci@SolidNetworks. com
Quote Summar
Prepared for:

City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Tony Fernandes
209) 941- 7200
tfernandes@ci. lathrop. ca. us
Ship To:

City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Tony Fernandes
209) 941- 7200
tfernandes@ci. lathrop. ca. us
Subtotal: 97, 584. 00
Amount
97, 584. 00
Estimated Tax: 3, 232. 43
Total: 100, 816. 43
All work performed is bound by the terms and conditions set forth in our current Master Services Agreement. Taxes, shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors.

Solid Networks
Signature:

Name: Mark Ricci
Title: Account Manager
Date:

City of Lathrop
Signature:

Name:

Title:

Date:

Tony Fernandes
Director of Information Systems
117
Docusign Envelope ID: AC9A00F2- D89A- 4208- 9165- 2A027789FFD8

OFFSITE STAGING & CONFIGURATION AGREEMENT FOR
The Offsite Staging & Configuration Agreement (" Agreement") is entered into upon approval of the Solid Networks Quote between ( Quote listed customer Client") and Solid Networks [SNI].

Client wishes to purchase equipment from SNI which will be held, staged, or configured at a location other than the client premises.

The parties therefore enter into this agreement, on the following terms and conditions:

A. Provisions Related to Equipment Purchases.

1. Transfer of Title
All equipment purchased by client hereunder shall be deemed to have been delivered and title shall transfer to Client when received at the offsite location. The offsite location may be an office location of Client or a staging facility as indicated in the SHIP -TO location of the agreement.

2. Invoicing
Client may be invoiced for the equipment upon delivery to the offsite location. 118
Docusign Envelope ID: F34F1D0C- 43BE-878- A0CF- B9208C5746B8 The parties to this agreement
are:

Vendor No. 1295
Solid Networks, Inc
P. O. Box 613
0 OAKDALE, CA 95361

QUANTITY I UNIT DESCRIPTION

2. 00

1. 00
EACH
EACH
EACH Tax
W 390 Towne Centre Dr
Lathrop, CA 95330
o
cn 390 Towne Centre Dr
a
Lathrop, CA 95330
o
Purchase Order
No. 2026- 00000459
Date 1/ 5/ 2026
Attachment E

PURCHASE ORDER NUMBER MUST

APPEAR ON ALL INVOICES, SHIPPERS, BILL

OF LADING AND CORRESPONDENCE

DELIVER BY

SHIP VIA

FREIGHT TERMS
PAGE 1 of 3
ORIGINATOR Emily Malay
IJPIIT COST ' 1TOTAL COST
31, 593. 0000
5, 801. 0000
5,28. 7900
The contractor agrees to furnish all labor, equipment and materials necessary to perform the services describe herein and agrees to comply with the terms and conditions identified below which are made a part hereof by this reference ( Outline exact detail what is to be done, where is to be done and include work specifications, if applicable.)
DocuSigned by:

Fc, nv, AiuG s
1 C20DF53101 F478...
2/026

CITY OF LATHROP

RECOMMENDED FOR APPROVAL DATE
Signed by:

Ou sl `ti t
Ieb( sIIA. S01n.

C33CAB311998482...
63, 186. 00
11, 602. 00
5,28. 79
80, 316. 79
2/026
VENDOR ( Signature)

APPROVED BY DATE
Christina Robinson Director of Finar
CITY OF LATHROP VENDOR ( Print Name)

APPROVED BY DATE
Special Instructions

APPROVED BY DATE

Page 1 of 3 ends

119
Docusign Envelope ID: F34F1D0C- 43BE-87B- A0CF- B9208C5746B8

Page 2 of 3 ends

STANDARD PURCHASE ORDER

TERMS AND CONDITIONS

1. ACCEPTANCE. Acceptance ofthis Purchase Order. wthether by mitten acknowledgement or by performance by Seller. shall be upon the terms and conditions hereof; no other terms or conditions shall be binding on Buyer unless written approval thereof specifically referring to such other terms and conditions shall have been given to Seller.

LNVOICES_ Separate invoice shall be supplied for each Purchase Order shipment. Each invoice shall be itemized and shall show Contract Number, terms, discounts, date of shipment or service dates. and Purchase Order Number. Failure to show said items may result in delay of payment with all rights reserved, including cash discounts. The Vendor name on this Purchase Order resulted from a quotation signed in the same name. Payment will not be made to a firm name other than that shown on the face hereof without written assignment.

PAYMENT TERMS. Seller shall receive payment either by One -Time payment ( Lump Sum), Monthly ea Quarterly ITEMIZED LNVOICE. All payments are in arrears.

4. ORDER CHANGES. The Buyer shall have the right from time to time by written notices to make changes in quantities and' or delivery dates of any article: material,. or services covered by this Purchase Order prior to the time the item or items are actually placed into final production by the Seller. If such changes are made after the article, material, or services are placed into final production by the Seller and such changes cause a substantial increase or decrease in Seller' s performance will be made and this order will be modified in writing accorrtirg1y, provided that any claim for adjustment must be asserted by the Seller within a reasonable time (in no case to exceed twenty days) after the change is ordered.

5. SHIPPING. Seller will indicate plainly the Purchase Order Number on all bills of lading, all goods shipped pursuant to said order, and on all invoices, freight bills. and packages. Each package must contain a memorandum showing Seller' sname. contents of package, and Purchase Order Number.

Shipments of goods specified on this Purchase Order number should result in lowest possible freight rate unless otherwise specified by Buyer. Penalties or increased charges due to faihue to observe this provision will be charged to Seller.

When shipping, Seller will make no declaration of valve to carried, except where shipment is subject to released value ratings.

Any materials supplied to City which are covered by the OSHA. Hazard Communication Standard must be accompanied by the applicable Material Safety Data Sheet ( MSDS) at the time of delivery.

6. DELIVERY. Unless otherwise expressly provided. Seller shall deliver all articles to Buyer' s premises. free of all freight. handling, transportation, drayage, boxing and similar charges. All times in this contract are of the essence_

7. TERMINATION. Buyer may terminate ail or part of this contract. with or without cause. If buyer terminates without cause. then Buyer shall pay all reasonable termination charges incurred by Seller.

S. DECLLNE IN PRICES. Buyer shall be protected in the event of declining prices on the undelivered portion of this Purchase Other. If prices decline got items ordered, Seller may elect to meet priced reductions or other vendors, or is own lower prices to other purchasers, but if Seller should refuse to do so. Buyer shall have the right to cancel any or all of the balance due on this Purchase Order without cost to Buyer.

9. FORCE MAJEURE. Neither Seller nor Buyer shall be liable for nonperformance due to causes beyond reasonable control. Where only a part of Seller' scapacity to perform is excused under this paragraph, Seller must allocated production and deliveries among the various customers then undo contract for similar goods during the period_ The allocation must be made in a fair and equitable manner. Where either Seller or Buyer claims an excuse for nonperformance under this paragraph, it must give notice in writing to the other party. Seller shall not be obligated to sell, nor Buyer obligated to purchase, at a later date, that portion of the goods that Seller is unable to deliver or Buyer is unable to receive or use due to any excused cause. No goods are to be tendered by Seller after the expiration of the terms specified in this Purchase Order without consent of Buyer.

10. WARRANTY. Seller warrants that all articles and services covered by this Purchase Order will conform to drawings, specifications. or samples and will be merchantable and of good material, design and workmanship. free from all defects, and suitable for the use intended.

All articles will be subject to Buyer' sinspection and rejection at the place of delivery. Defective articles may be returned to the Seller for full credit or replacement at the Seller' s risk and expense, including transportation charges both ways, but no defective articles shall be replaced without formal replacement order signed by the Buyer.

11. ASSIGNMENT. Neither party shall assign or transfer this Purchase Order without the written consent of the other.

12. ENDUES -ITV. SELLER WARRANTS THAT GOODS FURNISHED UNDER THIS PURCHASE ORDER DO NOT INFRINGE

ANY PATENI, TRADEMARK, OR TRADE NAME, OR COPYRIGHT AND AGREES TO INDEMNIFY AND SAVE HARMLESS BUYER OR ITS VENDEES FROM ANY AND ALL CLAIMS, SUITS, LL% BILITIES, DAMAGES. LOSSES, OR EXPENSES INCURRED BY BUYER OR ITS VENDEES BY REASON OF ANY ALLEGED INFRINGEMENT OF .1Nl SCC: H RIGHTS.
120
Docusign Envelope ID: F34F1 D0C- 43BE-87B- A0CF- B9208C5746B8 PAGE 3 OF 3
SELLER SHALL INDEALNILZ AND HOLD HARMLESS BUYER AND TI` S AGENTS AND EMPLOYEES FROM AN AGAINST ALL CLAIMS, DAMAGES, LOSSES AND EXPENSES. INCLUDING ATTORNEY' SFEES, ARISING OUT OF OR

RESULTING FROM THE PERFORMANCE OF THE WORK CAUSED BY ANY NEGLIGENT ACT OR OAIISSION OF SELLER, ANY SUBCONTRACTOR, OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. IN CASE OF CONCURRING FAULT. EACH PARTY SHALL BEAR ITS SHARE OF THE LOSS.

13. BUYER' SPROPERTY_ Any property ofBuyer in Seller' s active or constructive possession or custody hereunder will be at Seller' srisk. and Seller agrees to reimburse Buyer for any loss or damage to such property however caused_

14. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS_ By acceptance hereof. Seller Warrants:
a) that all goods, merchandise, and materials delivered and services rendered hereunder will have been produced and provided in compliance with all requirements of the Fair Labor Standards Act of 1938, as amended. and b) that all goods, materials. and equipment delivered hereunder shall comply with the applicable federal standards prescribed by the Occupational Safety and Health Act of 1970, or as amended. c) that Seller will comply with all applicable laws. rules and regulations of federal state and local governments and agencies, thereof including but not limited to Executive Orders 11246. 11701, and section 503 of Public Law 93- 112. The Rehabilitation Act of 1973. the provisions of The Americans and Disabilities Act, Transient Employer Law ( 285.30 R S. Mo. et seq.) and Excessive Unemployment Law (Section 290. 550 et seq R. S. Mo_) which are hereby incorporated by reference, unless this Purchase Order is exempt pursuant to said Executive Orders. or Acts and the regulations issued thereunder.

15. WORKER' S COMPENSATION, EMPLOYER' SLIABILITY, AND GENERAL LIABILITY. When work is performed on Buyer' s premises. Seller agrees to carry at Seller' s own expense. a)
b)
Worker' sCompensation and Employer' sLiability Insurance.

General liability ( including Contractual Liability and Products Liability^ Completed Operations) Insurance and Auto Liability insurance each in amounts no less than $1, 040,00 per occurrence. Insurance certificates of such coverage shall be submitted to City Utilities' Risk Management upon request ofBuyer_

16. INSOLVENCY. If Seller shall become insolvent file a petition in bankruptcy. or shalt make an assignment for the benefit of creditors. or if a receiver or trustee shall be appointed of or for any of Seller' s property or business, the Purchase Order may be cancelled at Buyer' s option without liability.

17. TAKES. Seller agrees to cooperate with Buyer in opposing the imposition of any tax an any article covered by this Purchase Order. the legality ofwhich is questioned by Buyer, and in seeming any abatement or any refund thereof sought by Buyer.

18. FOREIGN SHIPMENTS. Foreign shipments must be preceded by execution of formal Consular Invoice. At time of shipment Ocean Bills of Lading, Consular Invoice, and Commercial Invoices, in triplicate. shall be forwarded directly to the Purchasing Agent issuing this Purchase Order.

19. VENUE. This Purchase Order shall be governed by the law of the State of California.

20. BRANDING. Seller warrants that all materials covered by this Purchase Order are no altered or misbranded within the meaning of the Federal Food. Drug and Cosmetic Act; not an article with may not , under provisions of Section 404 or 505 of said act be introduced into interstate commerce, and not adulterated or misbranded within the meaning of the pure food and drug laws or the ordinances of any state or city which are applicable to such shipment or delivery, and Seller hereby agrees to indemnify and save the Buyer barrnless from and against all claims, charges, action and proceedings brought against Buyer by any lawful government authority or by any person on account of any alleged adulteration or misbranding by Seller of any such material referred to above. Seller does no guarantee against any such material becoming adulterated or misbranded after delivery to Buyer by reason of causes beyond Seller' scontrol.

21. CONFLICI1NG TERMS. In ease of a conflict between these terms and conditions and those of a separate written contract signed by both
Buyer and Seller, the written contract shall prevail.

22. REVIEW OF RECORDS. During the term of the purchase orderr' aareement and for three years thereafter, City of Lathrop ( City) shall have the right to review Seller' s records, only for the purposes of verifying claims for payment and compliance with the terms and conditions ofthe purchase order/ agreement for at least three years after final payment.

23. OFFSETTING BILLS. City reserves the right to apply offsetting payments for goods andlor services that are due against delinquent utility bills which are due City.

24. NON- EXCLUSIVE AGREEMENT. The purchase order is a non- exclusive contract and City reserves the right to purchase same or like materials and/ or services from other sources as City deems necessary and appropriate. 121
Docusign Envelope ID: F34F1 D0C- 43BE-87B- A0CF- B9208C5746B8 1113 SolidNetworks
We have prepared a quote for you
Prepared for:

City of Lathrop
Tony Fernandes
tfernandes@ci. lathrop. ca. us
Solid Networks
Mark Ricci

1. 209. 338. 1424
Mark. Ricci@SolidNetworks. com
122
Docusgn Envelope ID: F34F1 D0C- 43BE-87B- A0CF- B9208C5746B8 Hardware
Due to industry -wide constraints, the pricing on this quote is valid only through the expiration date and is subject to change thereafter.

Price Qty Ext. Price
Subtotal 74,88. 00
123
Docusign Envelope ID: F34F1 D0C- 43BE-87B- A0CF- B9208C5746B8 Prepared by:

Solid Networks
Mark Ricci

1. 209. 338. 1424
Mark. Ricci@SolidNetworks. com
Quote Summary
Prepared for:

City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Tony Fernandes
209) 941- 7200
tfernandes@ci. lathrop. ca. us
Ship To:

City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Tony Fernandes
209) 941- 7200
tfernandes@ci. lathrop. ca. us
Description
Hardware
Amount
74,88. 00
Subtotal: 74,88. 00
Estimated Tax: 5,28. 79
Total: 80, 316. 79
All work performed is bound by the terms and conditions set forth in our current Master Services Agreement. Taxes, shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors.

Solid Networks
Signature:

Name: Mark Ricci
Title: Account Manager
Date:

City of Lathrop
Signature:

Name:

Title:

Date:

Tony Fernandes
Director of Information Systems
124
Docusign Envelope ID: F34F1D0C- 43BE-87B- A0CF- B9208C5746B8

OFFSITE STAGING & CONFIGURATION AGREEMENT FOR
The Offsite Staging & Configuration Agreement (" Agreement") is entered into upon approval of the Solid Networks Quote between (Quote listed customer Client") and Solid Networks [SNI].

Client wishes to purchase equipment from SNI which will be held, staged, or configured at a location other than the client premises.

The parties therefore enter into this agreement, on the following terms and conditions:

A. Provisions Related to Equipment Purchases.

2. Invoicing
Client may be invoiced for the equipment upon delivery to the offsite location. 125

PAGE LEFT

INTENTIONALLY
BLANK
126
ITEM 4. 11

CITY MANAGER' SREPORT
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING
ITEM: APPROVE A CONSTRUCTION CONTRACT WITH ABIDE
BUILDERS, INC. FOR MOSSDALE AND VALVERDE
PARKS RENOVATION, CIP PK 24- 04 AND 25- 01 AND

APPROVE BUDGET AMENDMENT
RECOMMENDATION: Adopt Resolution to Approve a Construction Contract with Abide Builders, Inc. for Mossdale and Valverde
Parks Renovation, CIP PK 24- 04 and 25- 01 and
Approve Budget Amendment
SUMMARY:

On June 12, 2023, City Council approved the Mossdale Landing Park Renovation and Manuel Valverde Park Renovation Capital Improvement Projects ( CIP PK 24- 04 and PK 25- 01) to provide updated splash pads, play equipment and baseball fields for these parks ( Project).

The plans and specifications were prepared by Callander Associates and advertised for bid on December 5 and 12, 2025, pursuant to Bidding Procedures in California Public Contract Code ( PCC) 20160 and Lathrop Municipal Code ( LMC) 2. 36. 060.

The City Clerk received and opened thirteen ( 13) bids on January 13, 2026. The bid results are summarized in Table 1 below:

Table 1: Summary of Bid Results
Mossdale and Valverde Parks Renovation, CIP PK 24- 04 and 25- 01 Contractor Total Bid
KYA Services LLC 2, 710, 846*
Abide Builders, Inc. 3, 066, 125
F. Loduca Company 3, 128, 040
Grade Tech, Inc. 3, 163,32
Suarez & Munoz Construction, Inc. 3, 426,97
Frontline General Engineering Construction, Inc. 3, 638, 042 JPB Designs, Inc. 3, 825, 784
R&Pacific Construction, Inc. 3, 844, 195
S&H Construction, Inc. 3, 868, 600
Marina Landscape, Inc. 3, 983, 272
MD Construction Company, Inc. 4, 072, 877
CWS Construction Group, Inc. 4, 378, 742
Azul Works, Inc. 4, 553, 370
Bid was withdrawn
Following review and evaluation, Abide Builders, Inc. was determined to be the responsible bidder with lowest responsive bid, with a bid amount of $3, 066, 125. 127
CITY MANAGER' SREPORT PAGE 2
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING
APPROVE A CONSTRUCTION CONTRACT WITH ABIDE BUILDERS, INC. FOR MOSSDALE AND VALVERDE PARKS RENOVATION, CIP PK 24- 04 AND 25- 01

AND APPROVE BUDGET AMENDMENT
Staff request City Council approve a construction contract with Abide for the construction of the Project in the amount of $ 3, 066, 125. Staff further request approval of construction contingencies of $ 312, 000 for CIP PK 24- 04 and $ 140, 00 for PK 25- 01, totaling $ 452, 000, for a total Project construction cost not to exceed 3, 518, 125.

Sufficient funds were not allocated in the adopted Fiscal Year ( FY) 2025-6 budget to CIP PK 24- 04 and CIP PK 25- 01 to fund the special inspection services needed for the splash pads and play equipment; therefore, staff request a budget amendment of $ 100, 00to transfer $ 50, 000 from the Measure C fund ( 1060) to each CIP Project fund ( 3010) as detailed in the Fiscal Impact section, contingent upon approval by the Measure C Oversight Committee.

REASON FOR RECOMMENDATION:

The existing splash pads at both Community Parks are over 15 years old and serve residents throughout the City. The proposed improvements will provide larger and more modern splash pads with more features and water recycling systems that use less water than the existing systems. The proposed play equipment with rubberized surfacing underneath will provide new and more expansive physical activity venues for children.

FISCAL IMPACT:

The proposed construction contract with Abide is for $ 3, 066, 125. Construction contingencies are requested in the amount of $ 312, 000 for CIP PK 24- 04 and 140, 00 for CIP PK 25- 01, totaling $ 452, 000. City Council authorization is also requested to expend contingency funds as necessary to achieve the goals of the Project for a total Project construction cost not to exceed $ 3, 518, 125.

Staff request a budget amendment of $ 100, 00 for special inspection services with allocations of $ 50, 000 from the Measure C fund ( 1060) to each CIP Project fund 3010) as detailed below, contingent upon approval by the Measure C Oversight Committee:

AND APPROVE BUDGET AMENDMENT
ATTACHMENTS:

A. Resolution to Approve a Construction Contract with Abide Builders, Inc. for Mossdale and Valverde Parks Renovation, CIP PK 24- 04 and CIP PK 25- 01 and Approve Budget Amendment
B. Construction Contract with Abide Builders, Inc. for Mossdale and Valverde Parks Renovation, CIP PK 24- 04 and CIP PK 25- 01
129
CITY MANAGER' SREPORT PAGE 4
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING
APPROVE A CONSTRUCTION CONTRACT WITH ABIDE BUILDERS, INC. FOR MOSSDALE AND VALVERDE PARKS RENOVATION, CIP PK 24- 04 AND 25- 01

AND APPROVE BUDGET AMENDMENT
APPROVALS:
2iceevIv6( 67, 20, to
Steven Hollenbeak Date
Assistant Engineer
Brad aylor
City Engineer
Cari Jam
Director of `finance
Date
1/ 2f7Zo" tb
n/ Ag6
Date
re / e oi
Thomas Hedegard Date
Deputy City Manager
I • Z7• zozc.

Michael King Date
Assistant City Manager
Salvador Navarrete
City Attorney
6- Le a6
Date
Z - Z• Z(
Step en J. Salvatore Date
City Manager
130
RESOLUTION NO. 26-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO APPROVE A CONSTRUCTION CONTRACT WITH ABIDE BUILDERS, INC. FOR MOSSDALE AND VALVERDE PARKS RENOVATION, CIP PK 24- 04 AND 25- 01

AND APPROVE BUDGET AMENDMENT
WHEREAS, on June 12, 2023, City Council approved the creation of Mossdale Park Renovation and Valverde Park Renovation, Capital Improvement Project ( CIP) PK 24- 04 and 25- 01 (Project), respectively; and
WHEREAS, on December 5 and 12, 2025, the City solicited bids pursuant to Bidding Procedures in California Public Contract Code ( PCC) 20160 and Lathrop Municipal Code ( LMC) 2. 36. 060 for the construction of the Project; and WHEREAS, a total of thirteen ( 13) bids were received and opened by the City Clerk on January 13, 2026; and
WHEREAS, upon review and evaluation of the bids, the responsible bidder with the lowest responsive bid for the Project was determined to be Abide Builders, Inc. (Abide) with a bid of $ 3, 066, 125; and
WHEREAS, staff request City Council approve a construction contract with Abide in the amount of $ 3, 066, 125 for the construction of the Project; and WHEREAS, staff request that City Council approve construction contingencies in the amount of $312, 000 for CIP PK 24- 04 and $ 140, 00 for PK 25- 01 and authorize staff to spend up to the amounts of the contingencies as necessary to achieve the goals of the Project for a total Project construction cost not to exceed $ 3, 518, 125; and
WHEREAS, staff request a budget amendment of $ 100, 00 to allocate 50, 000 from the Measure C fund ( 1060) to each CIP Project fund ( 3010) as detailed below, contingent upon approval by the Measure C Oversight Committee:

Increase Transfer Out
1060- 9900-90- 9010
Increase Transfer In
3010- 9900- 393- 0000 PK 24- 04
Increase Transfer In
3010- 9900- 393- 0000 PK 25- 01
Increase Expenditures
3010- 8000- 420- 12- 00 PK 24- 04
Increase Expenditures
3010- 8000- 420- 12- 00 PK 25- 01
100, 00
50, 000
50, 000
50, 000
50, 000
131
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby approve a construction contract with Abide for the construction of the Project for a cost of $ 3, 066, 125; and
BE IT FURTHER RESOLVED, that the City Council of the City of Lathrop does hereby approve construction contingencies in the amount of $312, 000 for CIP PK 24- 04 and $ 140, 00 for PK 25- 01 and authorizes staff to spend up to the amounts of the contingencies as necessary to achieve the goals of the Project; and BE IT FURTHER RESOLVED, that the City Council of the City of Lathrop does hereby approve a budget amendment as detailed above, contingent upon approval by the Measure C Oversight Committee.
132
The foregoing resolution was passed and adopted this 9th day of February 2026 by the following vote of the City Council, to wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Paul Akinjo, Mayor
ATTEST: APPROVED AS TO FORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney 133

ATTACHMENT B
SECTION 00500

MOSSDALE LANDING AND VALVERDE PARK RENOVATION CONSTRUCTION CONTRACT CIP PK 24- 04 & PK 25- 01

CONSTRUCTION CONTRACT
This Contract, dated February 9, 2026, is entered into by and between the City of Lathrop City"), a municipal corporation of the State of California ( City), and Abide Builders, Inc., Contractor), whose Taxpayer Identification Number is
For and in consideration of the following covenants, terms and conditions, City and Contractor ( the parties) agree:

1. Term. This Contract shall commence on, and be binding on the parties on, the date of execution of this Contract, and shall expire on the date of recordation of the Notice of Substantial Completion, or, if no such notice is required to be filed, on the date that final payment is made hereunder, subject to the earlier termination of this Contract.

2. General Scole of Project and Work. Construction Documents for Mossdale Landing and Valverde Park Renovation, CIP PK 24- 04 & PK 25- 01 (Project). Contractor shall furnish labor, services, materials and equipment in connection with the construction of the Project and complete the Work in accordance with the covenants, terms and conditions of this Contract to the satisfaction of City.

The work to be performed under this contract includes all work contained in the Construction Documents, as detailed in Paragraph 3 below, including, but not limited to The work to be performed under this contract is generally described as, but not necessarily limited to the construction of splashpads with recirculating systems and associated utility and electrical work, a renovated play area with rubber surfacing, basketball court, baseball field infield improvements, a dumpster enclosure, pedestrian pathways and planting, irrigation improvements; and any task necessary to accomplish the aforementioned tasks.

The work shall be completed within 120 Working days following issuance of Notice to Proceed.

The Work shall be complete, and all appurtenant work, materials, and services not expressly shown or called for in the Construction Documents which may be necessary for the complete and proper construction of the Work in good faith shall be performed, furnished, and installed by the Contractor as though originally specified or shown. The Contractor will be compensated for actual work performed in accordance with the unit prices and provisions contained in these Construction Documents.

Base Bid Total: $ 3, 066, 125 - Three Million, Sixty -Six Thousand, One Hundred Twenty Five Dollars

3. Construction Documents. This Contract shall include the Construction Documents which are on file with the Public Works Department and are hereby incorporated by reference i.e. Project Specifications, Project Plans, addenda, performance bond, labor and materials bond, certification of insurance, workers compensation certification, and Warranty Bond Acknowledgement) and the Bid Documents submitted by Abide Builders, Inc. on January 00500- 1
134
SECTION 00500

MOSSDALE LANDING AND VALVERDE PARK RENOVATION CONSTRUCTION CONTRACT CIP PK 24- 04 & PK 25- 01
13, 2026. For the purposes of construing, interpreting and resolving inconsistencies between the provisions of this Contract, these documents and the provisions thereof are set forth in the order ofprecedence described in Article 3 of the General Conditions.

4. Compensation. In consideration of Contractor' sperformance of its obligations hereunder, City shall pay to Contractor the amount set forth in Contractor' sBid in accordance with the provisions of this Contract and upon the receipt of written invoices and all necessary supporting documentation within the time set forth in the Construction Documents.

Contractor hereby shall not be permitted to invoice the City nor accept compensation for work not yet complete. In no event, shall the Contractor be entitled to payment for work not included in the approved scope of work, a written task order, or change order signed by the City' s
Public Works Director prior to commencement of any work.

5. Insurance. On or before the Date of Execution, Contractor shall obtain and maintain the policies of insurance coverage described in Section 5. 2 of the General Conditions on terms and conditions and in amounts as may be required by the City. City shall not be obligated to take out insurance on Contractor' spersonal property or the personal property of any person performing labor or services or supplying materials or equipment under the Project.

Contractor shall furnish City with the certificates of insurance and with original endorsements effecting coverage required under this Contract on or before the Date of Execution. The certificates and endorsements for each insurance policy shall be signed by a person who is authorized by that insurer to bind coverage in its behalf. Proof of insurance shall be mailed to the Project Manager to the address set forth in Section 15 of this Contract.

6. Indemnification. Contractor agrees to protect, defend, indemnify and hold City, its City Council members, officers, employees, engineer, and construction manager harmless from and against any and all claims, demands, liabilities, losses, damages, costs, expenses, liens, penalties, suits, or judgments, arising in whole or in part, directly or indirectly, at any time from any injury to or death of persons or damage to property as a result of the willful or negligent act or omission of Contractor, or which results from Contractor' snoncompliance with any Law respecting the condition, use, occupation or safety of the Project site, or any part thereof, or which arises from Contractor' sfailure to do anything required under this Contract or for doing anything which Contractor is required not to do under this Contract, or which arises from conduct for which any Law imposes strict liability on Contractor in the performance of or failure to perform the terms and conditions of this Contract, except as may arise from the sole willful or negligent act or omission of City or any of its City Council members, officers, employees. This indemnification shall extend to any and all claims, demands, or liens made or filed by reason of any construction, renovation, or remodeling work performed by Contractor under this Contract at any time during the term of this Contract, or arising thereafter.

7. Assumption of Risk. Contractor agrees to voluntarily assume any and all risk of loss, damage, or injury to the property of Contractor which may occur in, on, or about the Project site at any time and in any manner, excepting such loss, injury, or damage as may be caused 00500- 2
135
SECTION 00500

MOSSDALE LANDING AND VALVERDE PARK RENOVATION CONSTRUCTION CONTRACT CIP PK 24- 04 & PK 25- 01
by the sole willful or negligent act or omission of City or any of its City Council members, officers, or employees.

8. Waiver. The acceptance of any payment or performance, or any part thereof, shall not operate as a waiver by City of its rights under this Contract. A waiver by City of any breach of any part or provision of this Contract by Contractor shall not operate as a waiver or continuing waiver of any subsequent breach of the same or any other provision, nor shall any custom or practice which may arise between the parties in the administration of any part or provision of this Contract be construed to waive or to lessen the right of City to insist upon the performance of Contractor in strict compliance with the covenants, terms and conditions of this Contract.

9. Com Dliance with Laws. Contractor shall comply with all Laws now in force or which may hereafter be in force pertaining to the Project and Work and this Contract, with the requirement of any bond or fire underwriters or other similar body now or hereafter constituted, with any discretionary license or permit issued pursuant to any Law of any public agency or official as well as with any provision of all recorded documents affecting the Project site, insofar as any are required by reason of the use or occupancy of the Project site, and with all Laws pertaining to nondiscrimination and affirmative action in employment and hazardous materials.

DEPARTMENT OF INDUSTRIAL RELATIONS- COMPLIANCE MONITORING UNIT DIR Registration.
a) Contractor and Subcontractor Compliance. Strict compliance with DIR registration requirements pursuant to Labor Code Section 1725. 5 is a material obligation of the Contractor under the Contract Documents. The foregoing includes without limitation, compliance with DIR Registration requirements at all times during performance of the Work by the Contractor and all Subcontractors of any tier. The failure of the Contractor and all Subcontractors of every tire to be DIR registered at all times during the performance of the Work is the Contractor' sdefault of a material obligation of the Contractor under the Contract Documents.
b) No Subcontractor Performance of Work Without DIR Registration. No portion of the Work is permitted to be performed by a Subcontractor of any tier unless the Subcontractor is a DIR Registered contractor.
c) Contractor Obligation to Verify Subcontractor DIR Registration Status. An affirmative and on -going obligation of the Contractor under the Contract Documents is the Contractor' sverification that all Subcontractors, of all tiers, are at all times during performance of Work in full and strict compliance with DIR Registration requirements.

The Contractor shall not permit or allow any Subcontractor of any tier to perform any Work 00500- 3
136
SECTION 00500

MOSSDALE LANDING AND VALVERDE PARK RENOVATION CONSTRUCTION CONTRACT CIP PK 24- 04 & PK 25- 01
without the Contractor' sverification that all such Subcontractors are in full and strict compliance with DIR Registration requirements.
d) Contractor Obligation to Request Substitution of Non- DIR Registered Subcontractor. If any Subcontractor identified in the Contractor' sSubcontractor List submitted with the Contractor' sproposal for the Work is not DIR Registered at the time of opening of proposals for the Work or if a Subcontractor' sDIR registration lapses prior to or during a Subcontractor' sperformance of Work, the Contractor shall request the CITY' s consent to substitute the non- DIR registered Subcontractor pursuant to Labor Code Section 1771.(c)( 3) and/ or Labor Code Section 1771.(d).

Certified Payroll Records
a) Compliance with Labor Code Section 1771. 4and 1776. A material obligation of the Contractor under the Contract Documents is: (i) the Contractor' sstrict compliance with the requirements pursuant to Labor Code Section 1771. 4 and 1776 for preparation and submittal of Certified Payroll Records (" CPR"); and ( ii) the Contractor' senforcement of CPR preparation and submittal for all Subcontractors of every tier. b) Express Condition Precedent to Payment of Contact Price. Strict compliance with CPR requirements established pursuant to Labor Code Section 1776 is an express condition precedent to the CITY' sobligation to: (i) process any request for payment of any portion of the Contract Price; or ( ii) to disburse any portion of the Contract Price to the Contractor.

The Contractor shall demonstrate strict compliance with CPR preparation and submittal requirements by delivery to the CITY of electronic files or hard copies of all CPR' s submitted by the Contractor and/ or Subcontractors for Work pursuant to Labor Code Section 1771. 4 and 1776 concurrently with the submittal thereof to the Labor Commissioner. The CITY: (i) shall not be obligated to process or disburse any portion of the Contract Price; or ( ii) shall not be deemed in default of the CITY' sobligations under the Contract Documents unless the Contractor' sdemonstrates strict compliance with CPR preparation and submittal requirements.
c) PWR Monitoring and Enforcement. During the Work pursuant to Labor Code Section 1771. 4(a)(), the Department of Industrial Relations shall monitor and enforce the obligation of the Construction and Subcontractors of every tier to pay the laborers performing any portion of the work the PWR established for the classification of work/ labor performed.

MOSSDALE LANDING AND VALVERDE PARK RENOVATION CONSTRUCTION CONTRACT CIP PK 24- 04 & PK 25- 01
worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work under the Facilities lease and Construction Provisions. Such records shall be on forms provided by the Division of Labor Standards Enforcement or shall contain the same information of such forms. The payroll records may consist of payroll data that are maintained as computer records, if printouts contain the same information as the forms provided by the division and the printouts are verified as specified in subdivision ( a) of Labor Code section 1776.
b) The payroll records enumerated under subdivision ( a) shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor on the following basis:
1)A certified copy of an employee' spayroll record shall be made available for inspection or furnished to such employees or his or her authorized representative on request.
2) A certified copy of all payroll records enumerated in subdivision ( a) shall be made available for inspection or furnished upon request to a representative of the CITY,
the Division of Labor Standards Enforcement, and Division of Apprenticeship Standards of the Department of Industrial Relations.
3) A certified copy of all payroll records enumerated in subdivision ( a) shall be made available upon request by the public for inspection or copies thereof. However, a request by the public shall be made through either the CITY, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement. Ifthe requested payroll records have not been provided pursuant to paragraph ( 2), the requesting party shall, prior to being provided the records, reimburse the costs of preparation by Contractor, subcontractors, and the entity through which the request was made. The public shall not be given access to such records at the principal office of Contractor.
c) Contractor shall file a certified copy of the records enumerated in subdivision ( a) with the entity that requested such records within ten ( 10) days after receipt of the written request. d) Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency, by the CITY, the Division of Apprenticeship Standards, or the division of Labor Standards Enforcement shall be marked or obliterated in such a manner as to prevent disclosure of an individual' s name, address and social security number. The name and address of contractor awarded the contract or performing the contract shall not be marked or obliterated.
00500- 5
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SECTION 00500

MOSSDALE LANDING AND VALVERDE PARK RENOVATION CONSTRUCTION CONTRACT CIP PK 24- 04 & PK 25- 01
e) Contractor shall inform the CITY of the location of the records enumerated under subdivision ( a), including the street address, city, and county, and shall, within ( 5) working days, provide a notice of a change of location and address. f) In the event of noncompliance with the requirements of this Article, Contractor shall have ten ( 10) days in which to comply subsequent to receipt of written notice specifying in what respects Contractor must comply with this Article. Should noncompliance still be evident after such 10 -day period, Contractor shall pay a penalty ofOne- Hundred Dollars ($ 100. 00) to the CITY for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from the progress payment then due.

The responsibility for compliance with this Article shall rest upon Contractor.

10. Bonds. As a condition precedent to City' sobligation to pay compensation to Contractor, and on or before the date ofExecution, Contractor shall furnish to the Project Manager the Bonds as required under Section 00700 - 5. 1A.

MOSSDALE LANDING AND VALVERDE PARK RENOVATION CONSTRUCTION CONTRACT CIP PK 24- 04 & PK 25- 01
6) Contractor has not colluded, conspired, or agreed, directly or indirectly, with any person in regard to the terms and conditions of Contractor' sBid, except as may be permitted by the Notice to Contractors;
7)
8)
9)
Contractor has the power and the authority to enter into this Contract with City, that the individual executing this Contract is duly authorized to do so by appropriate resolution, and that this Contract shall be executed, delivered and performed pursuant to the power and authority conferred upon the person or persons authorized to bind Contractor;
Contractor has not made an attempt to exert undue influence with the Project Manager or any other person who has directly contributed to City' s decision to award the Contract to Contractor;
There are no unresolved claims or disputes between Contractor and City which would materially affect Contractor' sability to perform under the Contract; 10) Contractor has furnished and will furnish true and accurate statements, records, reports, resolutions, certifications, and other written information as may be requested of Contractor by City from time to time during the term of this Contract; 11) Contractor and any person performing labor and services under this Project is duly licensed as a contractor with the State of California as required by California Business & Professional Code Section 7028, as amended; and 12) Contractor has fully examined and inspected the Project site and has full knowledge of the physical conditions of the Project site.

12. Assignment. This Contract and the performance required hereunder is personal to Contractor, and it shall not be assigned by Contractor. Any attempted assignment shall be null and void.

13. Claims of Contractor. All claims pertaining to extra work, additional charges, or delays within the Contract Time or other disputes arising out of the Contract shall be submitted by Contractor in accordance with the General Conditions.

14. Audits by City. During the term of this Contract and for a period of not less than three ( 3) years after the expiration or earlier termination of this Contract, City shall have the right to audit Contractor' sProject -related and Work -related writings and business records, as such terms are defined in California Evidence Code Sections 250 and 1271, as amended, during the regular business hours of Contractor, or, if Contractor has no such hours, during the regular business hours of City.

MOSSDALE LANDING AND VALVERDE PARK RENOVATION CONSTRUCTION CONTRACT CIP PK 24- 04 & PK 25- 01
served upon the other party if (1) personally served, (2) sent by the United States mail, postage prepaid, (3) sent by private express delivery service, or (4) in the case of a facsimile transmission, if sent to the telephone FAX number set forth below during regular business hours of the receiving party and followed with two (2) days by delivery of a hard copy of the material sent by facsimile transmission, in accordance with ( 1), (2) or ( 3) above.

Personal service shall include, without limitation, service by delivery and service by facsimile transmission.

To City:

Copy to:

City of Lathrop
City Clerk
390 Towne Centre Drive
Lathrop, CA 95330
City of Lathrop
Department of Public Works
390 Towne Centre Drive
Lathrop, CA 95330
209) 941- 7430
ATTN: Leisser Mazariegos, Project Manager
To Contractor:

Mailing Address:

Phone:

Email:

ATTN:

16. Miscellaneous.
1) Bailee Disclaimer. The parties understand and agree that City does not purport to be Contractor' sbailee, and City is, therefore, not responsible for any damage to the personal property of Contractor.
2) Consent. Whenever in this Contract the approval or consent of a party is required, such approval or consent shall be in writing and shall be executed by a person having the express authority to grant such approval or consent. 3) Controlling Law. The parties agree that this Contract shall be governed and construed by and in accordance with the Laws of the State of California. 4) Definitions. The definitions and terms are as defined in these specifications. 00500- 8
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SECTION 00500

MOSSDALE LANDING AND VALVERDE PARK RENOVATION CONSTRUCTION CONTRACT CIP PK 24- 04 & PK 25- 01
5) Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to perform its obligations under this Contract, which directly results from an Act of God or an act of a superior governmental authority. 6) Headings. The paragraph headings are not a part of this Contract and shall have no effect upon the construction or interpretation of any part of this Contract. 7) Incorporation of Documents. All documents constituting the Construction Documents described in Section 3 hereof and all documents which may, from time to time, be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and shall be deemed to be part of this Contract. 8) Integration. This Contract and any amendments hereto between the parties constitute the entire contract between the parties concerning the Project and Work, and there are no other prior oral or written contracts between the parties that are not incorporated in this Contract.
9) Modification of Contract. This Contract shall not be modified or be binding upon the parties unless such modification is agreed to in writing and signed by the parties. 10) Provision. Any contract, covenant, condition, clause; qualification, restriction, reservation, term or other stipulation in the Contract shall define or otherwise control, establish, or limit the performance required or permitted or to be required of or permitted by either party. All provisions, whether covenants or conditions, shall be deemed to be both covenants and conditions.
11) Resolution. Contractor shall submit with its Bid a copy of any corporate or partnership resolution or other writing, which authorizes any director, officer or other employee or partner to act for or on behalf of Contractor or which authorizes Contractor to enter into this Contract.
12) Severability. If a court of competent jurisdiction finds or rules that any provision of this Contract is void or unenforceable, the provisions of this Contract not so affected shall remain in full force and effect.
13) Status of Contractor. In the exercise of rights and obligations under this Contract, Contractor acts as an independent contractor and not as an agent or employee of City. Contractor shall not be entitled to any rights and benefits accorded or accruing to the City Council members, officers or employees of City, and Contractor expressly waives any and all claims to such rights and benefits. 14) Successors and Assigns. The provisions of this Contract shall inure to the benefit of, and shall apply to and bind, the successors and assigns of the parties. 15) Time of the Essence. Time is of the essence of this Contract and each of its provisions. In the calculation of time hereunder, the time in which an act is to be 00500- 9
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SECTION 00500

MOSSDALE LANDING AND VALVERDE PARK RENOVATION CONSTRUCTION CONTRACT CIP PK 24- 04 & PK 25- 01
performed shall be computed by excluding the first Day and including the last. If the time in which an act is to be performed falls on a Saturday, Sunday, or any Day observed as a
legal holiday by City, the time for performance shall be extended to the following Business Day.
16) Venue. In the event that suit is brought by either party hereunder, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Joaquin or in the United States District Court for the Eastern District of California.
17) Recovery of costs. The prevailing party in any action brought to enforce the terms of this Contract or arising out of this Contract, including the enforcement of the indemnity provision( s), may recover its reasonable costs, including reasonable attorney' sfees, incurred or expended in connection with such action against the non -prevailing party.
18) Contractor and subcontractors must comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act ( 42 USC 1857( h)), Section 508 of the Clean Water Act ( 33 USC1368), Executive Order 11738, and Environmental Protection Agency Regulations at 40 CFR Part 15. 19) Contractor and subcontractors must comply with the regulations imposed by California Air Resources Board (" CARB") including, without limitation, Title 13, California Code of Regulations Division 3, Chapter 9, and all pending amendments Regulation").
20) Contractors and subcontractors must comply with mandatory standards and policies relating to the energy efficiency which are contained in the State Energy Conservation Plan issued in compliance with the Energy Policy and Conservation ACT ( Public Law 94- 163, 89 stat 871).
21) The Contractor shall provide access to the site for the Environmental Protection Agency and its duly authorized representatives, and the City. 22) If during the course of construction evidence of deposit of historical or archaeological interest is found, the Contractor shall cease operation affecting the find and shall notify the City, who shall notify the EPA and the State Historic Preservation Officer. No further disturbance of the deposits shall ensue until the Contractor has been notified by the City that construction may proceed. The City will issue a notice to proceed only after the state official has surveyed the find and made a determination to the EPA and the City. Compensation to the contractor, if any, for lost time or changes in construction to avoid the find, shall be determined in accordance with changed conditions or change order provisions of the Construction Documents.
00500- 1
143
SECTION 00500

MOSSDALE LANDING AND VALVERDE PARK RENOVATION CONSTRUCTION CONTRACT CIP PK 24- 04 & PK 25- 01
23) Notice to Proceed. Prior to commencing work under this Contract, CONTRACTOR shall receive a written " Notice to Proceed" from CITY. A Notice to Proceed shall not be issued until all necessary bonds and insurances have been received. City shall not be obligated to pay CONTRACTOR for any services prior to issuance of the Notice to proceed.
24) Signatures. The individuals executing this Contract represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Contract on behalf of the respective legal entities of the CONTRACTOR and the CITY. This Contract shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
25) This project is a public works project: Contractor shall comply with requirements of California Labor Code § 1700 and following, and prevailing wages shall be paid for work performed on this project.
26) The statutory provisions for penalties for failing to comply with the State of California wage and labor laws will be enforced, as well as that for failing to pay prevailing wages.

EXHIBITS:

EXHIBIT A: Contractor' sSubmitted Bid Packet
Certification of insurance, performance and payment bonds, and worker' s compensation certification shall be furnished to the City by the Contractor after City Council' sapproval with resolution.
00500- 11
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SECTION 00500

MOSSDALE LANDING AND VALVERDE PARK RENOVATION CONSTRUCTION CONTRACT CIP PK 24- 04 & PK 25- 01
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above stated in Lathrop, California.

Seal:

CONTRACTOR:

By:

Name:

Title:

By:

Name:

Title:

CITY OF LATHROP
APPROVED AS TO FORM:

By:

Salvador Navarrete, City Attorney
RECOMMENDED FOR APPROVAL:

By:

Brad Taylor, City Engineer
APPROVED:

By:

Stephen J. Salvatore, City Manager
00500- 12
145

EXHIBIT A
SECTION 00300

MOSSDALE LANDING AND VALVERDE PARK RENOVATION BID PROPOSAL FORMS CIP PK 24- 04 & PK 25- 01

BID PROPOSAL FORMS
TO: City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
ATTENTION: City Clerk
FOR: MOSSDALE LANDING AND VALVERDE PARK RENOVATION,
CIP PK 24- 04 & PK 25- 01
THE UNDERSIGNED, AS BIDDER, HEREBY AGREES AND DECLARES THAT:

LEGAL COMPLIANCE
The only persons or parties interested in this Bid as Principals are those named herein; that this Bid is made without collusion with any other person, firm, partnership, corporation, or association; that he has carefully examined the location of the proposed work and the Construction Documents; and he proposes and agrees that if this Bid is accepted he will contract with the City of Lathrop, in the form of the Contract as set forth in the Construction Documents for said project, to provide all the necessary labor, services, materials, and equipment, and to do all the work and furnish all the materials; and that he will accept in full payment therefore the price as proposed in the following Bid Schedule.

SCHEDULE OF PRICES
All applicable permit fees, licensing costs, sales taxes, State, and/ or Federal, and any other taxes, patent rights, or royalties are included in the prices quoted in the Bid. All blank spaces must be filled in.

BASIS OF AWARD
The basis for award of the contract will be the price of the base bid.

ADDITIVE AND DEDUCTIVE ALTERNATES
As required by Public Contract Code section 20103. 8, ifthis bid solicitation includes additive or deductive items, the method checked below will be used to determine the lowest bid. If no method is checked, subparagraph ( A) will be used to determine the lowest bid. City retains the right to add to or deduct from the Contract any of the additive or deductive alternates included in Bid Proposal.

X ( A) The lowest bid will be the lowest bid price on the base contract without consideration of the prices on the additive or deductive items.
00300- 1
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SECTION 00300

MOSSDALE LANDING AND VALVERDE PARK RENOVATION BID PROPOSAL FORMS CIP PK 24- 04 & PK 25- 01
B) The lowest bid will be the lowest total of the bid prices on the base contract and those additive or deductive items that were specifically identified in the bid solicitation or Bid Proposal as being used for the purpose of determining the lowest bid price.

C) The lowest bid will be the lowest total of the bid prices on the base contract and those additive and deductive items taken in order from a specifically identified list of those items that, when in the solicitation, and added to, or subtracted from, the base contract, are less than, or equal to, a
funding amount publicly disclosed by City before the first bid is opened.

D) The lowest bid will be determined in a manner that prevents any information that would identify and of the bidders or the proposed subcontractors or suppliers from being revealed to City before the ranking of all bidders from lowest to highest has been determined.

END OF SECTION)
00300- 2
147

ATTACHMENT A
SECTION 00300

MOSSDALE LANDING AND VALVERDE PARK RENOVATIONS
CIP 24- 04 25- 01

BID PROPOSAL FORMS

MOSSDALE LANDING AND VALVERDE PARK RENOVATION,
CIP PK 24- 04 & PK 25- 01

REVISED BID SCHEDULE
BID
ITEM

DESCRIPTION QUANTITY UNITS UNIT
PRICE

EXTENDED
TOTAL

MOSSDALE LANDING PARK
IA Mobilization / Bonds / Insurance LS 1 50, 000. 50, 000. 2A Temporary Fencing LS 1 8, 000. 8, 000.
3A Demolition LS 1 30, 000. 30, 000.
4A Erosion and Sedimentation Control LS 1 7, 000. 7, 000. 5A Solid Waste Enclosure II LS 1 110, 00. 110, 00.
6A Play Equipment LS 1 400, 00. 400, 00.
7A Splash Pad Equipment LS 1 385, 000. 385, 000.
8A Site Electrical LS 1 200, 00. 200, 00.
9A Earthwork and Gradin4 LS 1 75, 000. 75, 000.
10A Landscape Maintenance LS 1 3, 500. 0 3, 500. 0
11A Tree Protection and Pruning LS 1 5, 000. 5, 000.
12A Pedestrian Concrete Pavement SF 5, 150 25. 00 128, 750. 0 13A Vehicular Concrete Pavement SF 441 15. 00 6,15. 00
14A Splash Pad Pavement SF 2, 750 55. 00 151, 250. 0
15A Basketball Court Pavement SF 6, 140 25. 00 153, 500. 0 16A Concrete Mowband LF 95 25. 00 2, 375. 00
17A Concrete Seatwall LF 37 400. 00 14, 800. 0
18A Play Area Curb LF 355 25. 00 8,75. 00
19A Replace Curb and Gutter LF 6 800. 00 4, 800. 0
20A Play Area Rubber Surfacing SF 6, 280 30. 00 188, 400. 0 21A Infield Mix SF 444 2. 14 950. 16
22A Infield Mix Topdress SF 50, 970 0. 40 20, 388. 00
23A ADA Shower LS 1 3, 000. 3, 000.
24A Basketball Goal EA 2 6, 000. 12, 000.
25A
Reinstalling Bases, Plates and Pitching
Rubber
LS 1
8, 000. 8, 000.
26A Relocate Trash Receptacles EA 1 500. 00 500. 00
27A Relocate Bench EA 5 600. 00 3, 000.
28A Planting Irrigation LS 1 45, 000. 45, 000.
29A Landscape Soil Preparation LS 1 11, 000. 11, 000.
30A Shrub, 5 -gallon EA 82 40. 00 3, 280. 0
31A Shrub, 1 - gallon EA 175 16. 00 2, 800. 0
32A Tree, 24" Box EA 4 750. 00 3, 000.
33A Tree, 15 -gallon EA 10 220. 00 2,00. 0
34A Bark Mulch SF 5, 858 0. 78 4, 569. 24
35A Root Barrier LF 250 14. 00 3, 500. 0
36A Turf From Sod SF 9, 290 1. 20 11,48. 00
37A Water Line — 2" LF 102 50. 00 5, 100. 0
ADDENDUM NO. 1 00300- 3
148

ATTACHMENT A
SECTION 00300

MOSSDALE LANDING AND VALVERDE PARK RENOVATIONS
CEP 24- 04 25- 01

BID PROPOSAL FORMS
38A Gate Valve EA 3 1, 000. 3, 000.
39A Connect to Existing Water Line LS 1 600. 00 600. 00 40A Relocate Water Meter and Backflow
Preventer
LS 1
2, 500. 0 2, 500. 0
41A Connect to Existing Sewer Manhole LS 1 2, 500. 0 2, 500. 0 42A Sanitary Sewer Line — 4" LF 104 70. 00 7, 280. 0
43A Cleanout EA 3 600. 00 1, 800. 0
44A Connect to Existing Drain LS 1 1, 200. 00 1, 200. 0 45A Underdrain LF 285 65. 00 18, 525. 00
46A Solid Drain Line — 4" LF 119 70. 00 8, 330. 0
47A Solid Drain Line — 6" LF 155 80. 00 12, 400. 0
48A Area Drain EA 2 1, 200. 00 2, 400. 0
48A Splash Pad Drain EA 2 2, 500. 0 5, 000.

TOTAL BID FOR MOSSDALE
LANDING PARK ONLY 2, 137, 835. 40

VALVERDE PARK
1B Mobilization / Bonds / Insurance LS 1 40, 000. 40, 000. 2B Temporary Fencing LS 1 7, 000. 7, 000.
3B Demolition LS 1 20, 000. 20, 000.
414 Tras 1 Enc osure ES
1R Frncinn ancl Cpdimantatinn fnntre1 I C 1 3, 000. 3, 000. 5B Splash Pad Ec uipment LS 1 385, 000. 385, 000.
6B Site Electrical LS 1 80, 000. 80, 000.
7B Earthwork and Grading LS 1 75, 000. 75, 000.
8B Landscape Maintenance LS 1 3, 500. 0 3, 500. 00
9B Tree Protection and Pruning LS 1 600. 00 600. 00
10B Pedestrian Concrete Pavement SF 1,15 25. 00 27, 875. 00 11B Pedestrian Concrete Pavement, Special SF 580 15. 00 8, 700. 0 12B Splash Pad Pavement SF 3, 200 55. 00 176, 000.
13B Concrete Mowband LF 107 25. 00 2, 675. 00
14B Infield Mix SF 536 2. 30 1, 232. 80
15B Infield Mix Topdress SF 30, 545 0. 40 12, 218. 00
16B ADA Shower LS 1 6, 000. 6, 000.
17B Reinstalling Bases, Plates and Pitching
Rubber
LS 1
8, 000. 8, 000.
18B Relocate Bench EA 1 600. 00 600. 00
19B Planting Irrigation LS 1 16, 000. 16, 000.
20B Landscape Soil Preparation LS 1 8,20. 0 8,20. 0
21B Bark Mulch SF 2, 160 1. 20 2, 592. 00
22B Turf From Sod SF 9, 405 1. 20 11, 286. 00
23B Water Line — 2" LF 93 50. 00 4, 650. 0
24B Gate Valve EA 1 1, 000. 1, 000.
25B Connect to Existing Water Line LS 1 1, 200. 0 1, 200. 0 26B Connect to Existing Sewer Manhole LS 1 1, 200. 0 1, 200. 0 ADDEMDUM NO. 1
00300- 4
149

ATTACHMENT A
SECTION 00300

MOSSDALE LANDING AND VALVERDE PARK RENOVATIONS
CIP 24- 04 25- 01

BID PROPOSAL FORMS
27B Sanitary Sewer Line — 4" LF 136 70. 00 9, 520. 0
28B Cleanout EA 3 1, 200. 0 3, 600. 0
29B Solid Drain Line — 4" LF 86 70. 00 6, 020.
30B Splash Pad Drain EA 2 2, 500. 0 5, 000.

TOTAL BID FOR VALVERDE PARK
ONLY 928, 28. 80
TOTAL BID (BOTH PARKS) 3, 066, 124. 20
TOTAL BID : 4 , piij(#, 12'+. W
TOTAL BID IN WORDS : fUU1
Wahl c
4vHI6 ' cAAA 'S
ADDEMDUM NO. 1 00300- 5
150
SECTION 00300

MOSSDALE LANDING AND VALVERDE PARK RENOVATION BID PROPOSAL FORMS CIP PK 24- 04 & PK 25- 01

INFORMATION REQUIRED OF BIDDER
The Bidder shall furnish the following information. This information is considered essential in enabling the Project Manager to determine if the Bidder is experienced in similar types of work and if the Bid is based on a careful study of methods applicable to the work and full realization of the various factors which may affect the progress of the work. Failure to comply with this requirement may render the Bid non -responsive and may cause its reiection. Additional sheets shall be attached as required.

BIDDER' SINFORMATION
1) Bidder' s name and address:

Abide Builders, Inc.
825 Riverside Pkwy, Ste 120
West Sacramento CA 95605
2) Bidder' stelephone number: 916- 375- 1009
3) Bidder' s email address: ppizzo@abidebuilders. com
4) Bidder' sContractor' sLicense # / Expiration Date / Classification:
891745 / 02/ 28/027 / A, B, C- 27
5) Bidder' s DIR Registration # / Expiration:
1000003318 / 06/ 30/ 227
6) Person who inspected site of proposed work for Contractor' sfirm:

Name: Philip Pizzo Date of Inspection: 1/ 5/ 2026
7) List 5 projects of a nature similar to this project:

Project Contract
Price
Name, Address and
Telephone Number of Owner
Larry Gury Park 2, 608,00. 0
Southgate Recreation & Park District
6000
916- 428- 1171OrangeAve Sacramento, CA 95823
Gibson Park 4, 021, 608. 00
City of Roseville - Parks, Recreation, & Libraries
316 Vemon Street, Roseville, CA 95678
916- 772-59
Northlake Community
Park Improvements 1, 953, 703. 00
Greenbriar
500 La Gonda ,
ect Owner LLC
Way, Suite 102, Da v94526Integral lle, CA
unities
949- 720- 3612
Audrey
Part
Huisking
Project 916- 772-529Construction 848 000, 00
City of Roseville - Parks, Recreation, & Libraries
316 Vernon Street, Roseville, CA 95678
Jack Sheldon Park 2,77, 000.

Southgate Recreation & Park District
660000Orra, g71AveSacramento, CA95823
00300- 6
151
SECTION 00300

MOSSDALE LANDING AND VALVERDE PARK RENOVATION BID PROPOSAL FORMS CIP PK 24- 04 & PK 25- 01
LIST OF SUBCONTRACTORS:

The Bidder shall list below the name and business address of each subcontractor who will perform work under this Bid in excess of one- half of one percent of the Contractor' sTotal Bid Price or ten thousand dollars ($ 10, 000), whichever is greater. Shall also list the portion of the WORK which will be done by such subcontractor, in accordance with Section 4104 ofthe Public Contract Code.

After the opening ofbids, no changes or substitutions will be allowed except as otherwise provided by law. The listing of more than one subcontractor for each item of work to be performed with the words " and/ or" will not be permitted. Failure to comply with this requirement may render the Bid non -responsive and may cause its rejection. Should the Contractor provide a bid that does not require a subcontractor, the Contractor shall note that on this page by writing " Not Applicable" in the list below.

Work to be
Performed
Subcontractor.

Name
0 '.

Subcontractor;
Address .

California
Contractor' sLicense No.'MR No.
i,`.

Percent
of Work
r.

Ste i
times
liewoitt, InG.

2. 4 20 nand
creek M. *e3
prentmaca '
141- i3
Ltvoma UDDD
a4gfo5
1:7,
eltctieGAI
COX cAbtYiG, 1nc'.
2 0
maamarro, o
1 +
F( o
a. o
589Gl
t. b70
fiF tratUXC.
555s. prantrtldb
coR rw, on' q
i
ica o
X15

5. 370
Note: Attach additional sheets ifrequired.
00300- 7
152
SECTION 00300

MOSSDALE LANDING AND VALVERDE PARK RENOVATION BID PROPOSAL FORMS CIP PK 24- 04 & PK 25- 01

ADDENDA
Bidder certifies he reviewed ARC Stockton' swebsite for addenda within 48 hours of bid opening and acknowledges receipt of the following addendum ( addenda):
1 2
Respectfully submitted,
1/3/ 2026 Abide Builders, Inc.

Dated Legal Name of Firm
Signature ofAuthorized Representative
Seal)
If Bidder is a corporation, show State in which incorporated.) California
The full names and post office addresses of all persons and parties interested in the foregoing Bid as principals are as follows:

NOTICE): Give first and last names in full; in case of corporation, give names of President, Secretary, Treasurer, and Manager, and in case of partnerships and joint ventures, give names and Post Office addresses of all the individual members.

Philip Pizzo, President/ Secretary/ Treasurer/ Manager
00300- 8
153
SECTION 00300

MOSSDALE LANDING AND VALVERDE PARK RENOVATION BID PROPOSAL FORMS CIP PK 24- 04 & PK 25- 01

NON -COLLUSION AFFIDAVIT
STATE OF Yolo
ss.

COUNTY OF California
Philip Pizzo being first duly sworn, deposes and says that he or she is President of Abide Builders, Inc. the party making the foregoing bid that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, comp sscyated, organization, bid depository, or to any member or agent thereof to effectuate a collusiv or sham bid.

Signat f: President, Secretary,
Manager, Project Manager or Representative
The County of Yolo
State of California
Subscribed and sworn to ( or affirmed) before me
on this 13th day of January 20 26 by
Jean F. Majewski , proved to
me on the basis of satisfactory evidence to be the
person( s) who appeared before me.

Seal
Signatur qm4A7,
cc
z
JEAN F. NAJEWSKI t
COMM. * 2474351 z
Notary Public • California
Yolo County
Mt Comm. Eyires Doc. 27, 20271
00300- 1
154
SECTION 00300

MOSSDALE LANDING AND VALVERDE PARK RENOVATION BID PROPOSAL FORMS CIP PK 24- 04 & PK 25- 01
PUBLIC CONTRACT CODE SECTION 10162 QUESTIONNAIRE
In accordance with Public Contract Code Section 10162, the Bidder shall complete, under penalty of perjury, the following questionnaire:

Has the Bidder, any officer of the Bidder, or any employee of the Bidder, who has a proprietary interest in the Bidder, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No X
If the answer is yes, explain the circumstances in the following space.

PUBLIC CONTRACT SECTION 10232 STATEMENT
In accordance with Public Contract Code Section 10232, the Contractor hereby states under penalty of perjury, that no more than one final unappealable finding of contempt of court by a federal court has been issued against the Contractor within the immediately preceding two year period because of the Contractor' sfailure to comply with an order of a federal court which orders the Contractor to comply with an order of the National Labor Relations Board.

NOTE: The above Statement and Questionnaire are part of the Proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire.

Bidders are cautioned that making a false certification may subject the certifier to criminal prosecution.
00300- 11
155
SECTION 00300

MOSSDALE LANDING AND VALVERDE PARK RENOVATION BID PROPOSAL FORMS CIP PK 24- 04 & PK 25- 01

AFFIRMATIVE ACTION PROGRAM CERTIFICATE
The Bidder hereby certifies that Bidder is in compliance with the Civil Rights Act of 1964, Executive Order No. 11246, and all other applicable Federal and State laws and regulations relating to equal opportunity employment.

BIDDER
Signature)
1/3/ 2026
Date)
Bidder' sName: Abide Builders, Inc.

Address: 825 Riverside Parkway, STE 120 West Sacramento, CA 95605 The above certification of the Bidder regarding its affirmative action program shall be filled out completely, signed, and submitted by each Bidder and shall be a part of the Contract Documents.)

END OF SECTION)
00300- 12
156
SECTION 00300

MOSSDALE LANDING AND VALVERDE PARK RENOVATION BID PROPOSAL FORMS CIP PK 24- 04 & PK 25- 01

PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION

SUBMIT WITH BID
Pursuant to Labor Code sections 1725. 5and 1771., all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. See http:// www. dir. ca. gov/ PublicWorks/ PublicWorks. html for additional information.

No bid will be accepted nor any contract entered into without proof of the contractor' s and subcontractors' current registration with the Department of Industrial Relations to perform public work.

Bidder hereby certifies that it is aware of the registration requirements set forth in Labor Code sections 1725. 5and 1771. and is currently registered as a contractor with the Department of Industrial Relations.

Name ofBidder: Abide Builders, Inc.

DIR Registration Number: 1000003318
Bidder further acknowledges:

1. Bidder shall maintain a current DIR registration for the duration of the project.

2. Bidder shall include the requirements of Labor Code sections 1725. 5 and 1771. in it contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the project.

3. Failure to submit this form o comply with any of the above requirements may result in a
finding that the l'ds non sponsive.

Bidder' sSignature:

Bidder' sName and Title: Philip Pizzo, President
Firm: Abide Builders, Inc.

Date: 1/3/ 2026

END OF DOCUMENT)
00300- 13
157
SECTION 00300

MOSSDALE LANDING AND VALVERDE PARK RENOVATION BID PROPOSAL FORMS CIP PK 24- 04 & PK 25- 01

CERTIFICATION OF DRUG - FREE WORKPLACE REQUIREMENTS

BIDDER CERTIFICATIONS

1. The Bidder certifies that it will or will continue to provide a drug -free work place by:

A. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the Bidder' swork place and specifying the actions that will be taken against employees for violation of such prohibition:

1. Making it a
requirement that each employee to be engaged in the performance of the contract be given a
copy of the statement.

2. Notifying the employee in the statement that, as a condition of employment under the Contract, the employee will:
a. Abide by the terms of the statement.
b. Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the work place no later than 5 calendar days after such conviction:
1) Notifying the Owner in writing within 10 calendar days after receiving notice from an employee or otherwise receiving actual notice of such conviction.
2) Taking 1 of the following actions, within 30 calendar days of receiving notice, with respect to any employee who is so convicted:
a) Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of Federal and State law.
b) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purpose by a Federal, State or local health, law enforcement, or other appropriate agency.
c) Notify the employee that in the event of a major accident/ incident resulting in loss of life, injury or damage to the facility, or equipment, all personnel involved shall be required to submit to substance testing as soon as possible after the incident, but not more than 4 hours after the incident.

B. Establishing an ongoing drug -free awareness program to inform employees about:
00300- 14
158
SECTION 00300

MOSSDALE LANDING AND VALVERDE PARK RENOVATION BID PROPOSAL FORMS CIP PK 24- 04 & PK 25- 01

1. The dangers of drug abuse in the work place.

2. The Bidder' s policy of maintaining a drug -free work place.

3. Any available drug counseling, rehabilitation, and employee assistance programs. The penalties that may be imposed upon employees for drug abuse violations occurring in the work place.

C. Making a good faith effort to continue to maintain a drug -free work place through implementation of the requirements stated in this Document.

WORK LOCATIONS

1. The Bidder acknowledges that the performance of work done in connection with this Contract will occur at the location( s) listed and / or described below:
700 Towne Centre Drive, Lathrop, CA 95330 ( Mossdale Landing Park) and 15557 5th Street, Lathrop, CA 95330 ( Valverde Park)
BIDDER
Signature)
1/3/ 2026
Date)
00300- 15
159

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of Yolo
On January 13, 2026 before me,
Jean F. Majewski, Notary Public
insert name and title of the officer)
personally appeared Philip Pizzo
who proved to me on the basis of satisfactory evidence to be the person( s) whose name( s) is/ are subscribed to the within instrument and acknowledged to me that he/ she/ they executed the same in his/er/ their authorized capacity( ies), and that by his/er/ their signature( s) on the instrument the person( s), or the entity upon behalf of which the person( s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature
JEAN F. MAJEWSKI
COMM. * 2474351 z
Notary Public • California c
Yolo County
MYConrn. Eiims Dec. V, 2027t
160
SECTION 00300

MOSSDALE LANDING AND VALVERDE PARK RENOVATION
CIP PK 24- 04 & PK 25- 01

BID PROPOSAL FORMS

BIDDER' SBOND
KNOW ALL MEN BY THESE PRESENTS:

THAT WE Abide Builders, Inc.
as PRINCIPAL, and The Ohio Casualty Insurance Company
as SURETY are held; and firmly bond unto the City of Lathrop in the penal sum of TEN PERCENT ( 10%) OF THE TOTAL AMOUNT OF THE BID of the Principal above named, submitted by the Principal to the City of Lathrop for the work described below, for the payment of which sum in lawful money ofthe United States, well and truly to be made to the City of Lathrop to which the bid was submitted, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by those presents. In no case shall the liability of the surety hereunder exceed the sum of $ -- 10%--

THE CONDITION OF THIS OBLIGATION IS SUCH,
THAT, WHEREAS, the Principal has submitted the above mentioned bid to the City of Lathrop for certain construction specifically described as follows, for which bids are to be opened at the City Ha11, 390 Towne Centre Drive, Lathrop, CA: MOSSDALE LANDING AND VALVERDE PARK RENOVATION, CIP PK 24- 04 & PK 25- 01
NOW, THEREFORE, if the Principal is awarded the contract and within the time and manner required under the specifications, after the prescribed forms are presented to him for signature enters into a written contract in the prescribed form, in accordance with the bid, and files two bonds with the City, one to guarantee faithful performance, and the other to guarantee payment for labor and materials as required by law, then this obligation shall be null and void; otherwise, it shall be and remain in full force.

WITNESS WHEREOF, we have hereunto set our hands and seals on this 9th day rY 20 26.

CAA ( Seal) ( Seal)
144 tP17122. 0/ ( 42E51O1:/ J
Seal) - - - ( Seal)
Address:
825 Riverside Parkway # 120, West Sacramento. CA 95605
The Ohio Casualty Insurance Company
Address:
175 Berkeley St., Boston, MA 02116
NOTE: Signatures of those executing for the surety must be properly acknowledged. 00300- 9
161

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

WITNESS my hand and official seal.

Signature V7 Seal)
z
JEAN i. SAIVISM I
COMM. 02474351 z
rotary Pubic • CNitomia 8
Yolo County •
mz Comm. Expires Dec. 27_021
162

State of California
Placer County of
on January 09, 2026 before me, Joselynn Campbell, Notary Public insert name and title of the officer)
personally appeared Kathy Rangel
who proved to me on the basis of satisfactory evidence to be the person( s) whose name( s) is/ are subscribed to the within instrument and acknowledged to me that he/ she/ they executed the same in his/er/ their authorized capacity( ies), and that by his/er/ their signature( s) on the instrument the person( s), or the entity upon behalf of which the person( s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature
L -J
Seal)

JOSELYNN CAMPBELL
COMM. # 2504808
NOTARY PUBLIC • CALIFORNIA
PLACER COUNTY ( 7
COMM. EXPIRES NOV. 19. 2028 "
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Liberty
Mutual.

SURETY

POWER OF ATTORNEY
Liberty Mutual Insurance Company
The Ohio Casualty Insurance Company
West American Insurance Company
Certificate No: 8213388- 977442
KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casualty Insurance Company is a corporation duly organized under the laws of the State of New Hampshire, that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts, and West American Insurance Company is a corporation duly organized under the laws of the State of Indiana (herein collectively called the " Companies"), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, Maggie Bender -Johnson; Dona Lisa Buschmann; Joselynn Campbell; Edward D. Johnson; Robert D. Laux; Kathy Rangel; Julie A. Shiroma; Ashley White all of the city of Roseville state of CA each individually if there be more than one named, its hie and lawful attorney -in -fact to make, execute, seal, acknowledge and deliver, for and on its behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations, in pursuance of these presents and shall be as binding upon the Companies as if they have been duly signed by the president and attested by the secretary of the Companies in their own proper persons.

IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed thereto this 18th day of March , 2025 .

By:

State of PENNSYLVANIA
ss
County of MONTGOMERY
On this 18th day of March , 2025 before me personally appeared Nathan J. Zangede, who acknowledged himself to be the Assistant Secretary of Liberty Mutual Insurance Company, The Ohlo Casualty Company, and West American Insurance Company, and that he, as such, being authorized so to do, execute the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at Plymouth Meeting, Pennsylvania, on the day and year first above written.

Ir /` •
Liberty Mutual Insurance Company
The Ohio Casualty Insurance Company
West American Insurance Company
Commonwealth of Pennsylvania - Notary Seal
Teresa Pastella, Notary Public
Montgomery County
My commission expires March 28, 2029
Commission number 1126044
Member, Pennsylvania Association of Notaries
Nathan J. Zangerie, Assistant Secretary
By:

Teresa Pastella, Notary Public
This Power of Attorney is made and executed pursuant to and by authority of the following By- laws and Authorizations of The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows:

ARTICLE IV — OFFICERS: Section 12. Power of Attorney.

Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject to such limitation as the Chairman or the President may prescribe, shall appoint such attomeys- in- fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys- in- fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attorney -in -fact under the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority.

ARTICLE XIII — Execution of Contracts: Section 5. Surety Bonds and Undertakings.

Any officer of the Company authorized for that purpose in writing by the chairman or the president, and subject to such limitations as the chairman or the president may prescribe, shall appoint such attorneys -in -fact, as may be necessary to act in behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings bonds, recognizances and other surety obligations. Such attorneys -in -fact subject to the limitations set forth in their respective powers of attomey, shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When so executed such instruments shall be as binding as if signed by the president and attested by the secretary.

Certificate of Designation — The President of the Company, acting pursuant to the Bylaws of the Company, authorizes Nathan J. Zangerle, Assistant Secretary to appoint such attomeys- in- fact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations.

Authorization - By unanimous consent of the Company' s
Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company, wherever appearing upon a certified copy of any power of attomey issued by the Company in connection with surety bonds, shall be valid and binding upon the Company with the same force and effect as though manually affixed.

I, Renee C. Llewellyn, the undersigned, Assistant Secretary, The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company do hereby certify that the original power of attorney of which the foregoing is a full, true and correct copy of the Power of Attorney executed by said Companies, is in full force and effect and has not been revoked.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 9th day of January , 2026 .

LMS- 12873 LMIC OCIC WAIC Multi Co 02/ 24
By:
41444,"'"--
Renee C. Llewellyn, Assistant Secretary
164
ITEM 4. 12

CITY MANAGER' S REPORT
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING
ITEM: APPROVE A CONSTRUCTION CONTRACT WITH

AUBURN CONSTRUCTORS LLC, APPROVE
AMENDMENT NO. 5 TO THE PROFESSIONAL

SERVICES AGREEMENT WITH CAROLLO AND
APPROVE BUDGET AMENDMENT FOR CIP PW 22 -36 -

ASR WELL INJECTION EQUIPPING
RECOMMENDATION: Adopt Resolution to Approve a Construction Contract with Auburn Constructors LLC, Approve Amendment
No. 5 to the Professional Services Agreement with
Carollo Engineers, Inc. and Approve Budget
Amendment for CIP PW 22 -36 -ASR WeII Injection
Equipping
SUMMARY:

On January 10, 2022, City Council approved the creation of the Aquifer Storage and Recovery ( ASR) Project, CIP PW 22- 36, to advance water supply reliability by storing water underground during wet periods for recovery when needed. Water injection and extraction occur through a well, as permitted by the State Water Board.

The plans and specifications for the ASR WeII Injection Equipping construction package were advertised for bid in accordance with California Public Contract Code PCC) Section 20160 and Lathrop Municipal Code ( LMC) Section 2. 36. 060.

On January 22, 2026, the City Clerk received and opened five ( 5) bids. Auburn Constructors LLC, submitted the lowest responsive and responsible bid at 2,61, 300. Staff recommends awarding the contract and authorizing a 15% contingency for unforeseen conditions, bringing the total construction budget to 2, 600, 495.

Staff also requests approval of Amendment No. 5 to the Professional Services Agreement with Carollo Engineers, Inc. in the amount of $ 633, 569 for Engineering Services During Construction ( ESDC) during the well equipping and well commissioning phases. The cost for the ESDC services for the Well Equipping Package 2) remains unchanged from Carollo' s
original 2023 proposal.

CIP PW 22- 36 has a current balance of $2, 075,59. A budget shortfall of $1,59, 005 exists after adding the construction contract, 15% contingency and ESDC services.

Therefore staff requests approval of a $ 1,16, 000budget amendment by transferring funds from Water Fund 5620 to CIP PW 22- 36.
165
CITY MANAGER' SREPORT PAGE 2
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING

APPROVE A CONSTRUCTION CONTRACT WITH AUBURN CONSTRUCTORS LLC, APPROVE AMENDMENT NO. 5 TO THE PROFESSIONAL SERVICES AGREEMENT WITH CAROLLO AND APPROVE BUDGET AMENDMENT FOR CIP PW 22 -36 -

ASR WELL INJECTION EQUIPPING
BACKGROUND:

The City' s potable water supply is derived from two sources: local groundwater and surface water purchased from the South San Joaquin Irrigation District ( SSJID). While the water supply is reliable, risks such as prolonged droughts, new State regulations, emerging contaminants, and upstream reservoir management require proactive planning.

To address these risks, the ASR Project was initiated in 2022. Key milestones include:

January 2022: City Council approved ASR Project and Professional Services Agreement with Carollo Engineers, Inc for feasibility study and preliminary design.

April 2023: Amendment No. 1 approved for additional engineering services and preparation of plans and specifications for well drilling.

October 2024: Amendment No. 3 approved for geochemical testing.

April 2025: Construction contract awarded to Well Industries, Inc. for the Well Drilling Package.

June 2025: Amendment No. 4 approved for ESDC for WeII Drilling Package.

The well drilling phase is now substantially complete. Carollo Engineers, Inc. has prepared plans and specifications for the next phase, ASR WeII Injection Equipping.

The construction package was advertised on December 23 and December 30, 2025, in accordance with the bidding procedures outlined in California Public Contract Code PCC) Section 20160 and Lathrop Municipal Code ( LMC) Section 2. 36. 060. Five ( 5) bids were received and opened by the City Clerk on January 22, 2026, and all bidders were determined to be responsive and responsible. The bid results are summarized in Table 1 below:

Table 1: Summary of Bid Results- ASR Well Injection Equipping CIP PW 22- 36
Contractor Base Bid Amount
Auburn Constructors LLC 2,61, 300
GSE Construction Company, Inc. 2,98, 500
BWD General Engineering
Contractors
2, 317, 500
TNT Industrial Contractors, Inc. 2, 449, 000
Cushman Contracting Corporation 2, 646, 000
166
CITY MANAGER' SREPORT PAGE 3
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING

APPROVE A CONSTRUCTION CONTRACT WITH AUBURN CONSTRUCTORS LLC, APPROVE AMENDMENT NO. 5 TO THE PROFESSIONAL SERVICES AGREEMENT WITH CAROLLO AND APPROVE BUDGET AMENDMENT FOR CIP PW 22 -36 -

ASR WELL INJECTION EQUIPPING
REASON FOR RECOMMENDATION:

The ASR Project enhances water supply reliability by storing surplus surface water from SSJID during wet periods for later use during droughts or supply shortages.

Staff request that the City Council adopt a Resolution to:

Approve a construction contract with Auburn Constructors LLC, for CIP PW 22- 36 - ASR Well Injection Equipping in the amount of $2,61, 300.

Authorize a 15% construction contingency in the amount of $ 339, 15, for a total construction budget not to exceed $ 2, 600, 495.

Approve Amendment No. 5 to the Professional Services Agreement with Carollo Engineers, Inc. in the amount of $633, 569 for Engineering Services During Construction ( ESDC).

Approve a budget amendment in the amount of $ 1,16, 000 through a transfer from Water Fund 5620 to CIP PW 22- 36.

FISCAL IMPACT:

The cost of the construction contract with Auburn Constructors LLC. for the ASR Well Injection Equipping is $ 2,61, 300. A 15% construction contingency is requested in the amount of $ 339, 15 for a total approved construction budget in the amount of 2, 600, 495
Amendment No. 5 with Carollo Engineers, Inc. for ESDC and well commissioning services is in the amount of $633, 569.

Sufficient funds were not included in the approved Fiscal Year ( FY) 2025-6 budget for CIP PW 22- 36 to cover these costs. A budget amendment of $ 1,16, 000 is requested based on the budget shortfall remaining after adding the construction contract, 15% contingency and ESDC services. Staff recommends a budget amendment to transfer $ 1,16, 000 from Water Fund 5620 to CIP PW 22- 36 as detailed below:
167
CITY MANAGER' S REPORT PAGE 4
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING

APPROVE A CONSTRUCTION CONTRACT WITH AUBURN CONSTRUCTORS LLC, APPROVE AMENDMENT NO. 5 TO THE PROFESSIONAL SERVICES AGREEMENT WITH CAROLLO AND APPROVE BUDGET AMENDMENT FOR CIP PW 22 -36 -

ASR WELL INJECTION EQUIPPING
Increase Transfer Out
5620- 9900-90- 9- 1
Increase Transfer In
5690- 900- 393- 00- PW 22- 36
Increase Appropriation
5690- 8000- 420- 12- 00 PW 22- 36
ATTACHMENTS:
1,16, 000
1,16, 000
1,16, 000
A. Resolution to Approve a Construction Contract with Auburn Constructors LLC, and Approve Amendment No. 5 to the Professional Services Agreement with Carollo Engineers, Inc. for CIP PW 22- 36 ASR Well Injection Equipping B. Construction Contract with Auburn Constructors LLC, for the Aquifer Storage and Recovery ( ASR) Well Injection Equipping, CIP PW 22- 36 C. Amendment No. 5 to the Professional Services Agreement with Carollo Engineers, Inc. for CIP PW 22- 36 ASR WeII Injection Equipping 168
CITY MANAGER' S REPORT PAGE 5
FEBRUARY 9, 2026 CITY COUNCIL REGULAR MEETING

APPROVE A CONSTRUCTION CONTRACT WITH AUBURN CONSTRUCTORS LLC, APPROVE AMENDMENT NO. 5 TO THE PROFESSIONAL SERVICES AGREEMENT WITH CAROLLO AND APPROVE BUDGET AMENDMENT FOR CIP PW 22 -36 -

ASR WELL INJECTION EQUIPPING
APPROVALS:

Greg C3ibson Date
Senior Civil Engineer
Brad
City
aylor
ngineer
Cari Ja
Finance Ii ector
Thomas Hedegard Date
Deputy City Manager
1'
Date
4// Z8/ 226
0006
as/vaL,
Date

1. 2R• ZoZ('
Michael King Date
Assistant City Manager
Salvador Navarrete Date
City Attorney
Z•2 -•ZAP
Stepen J. Salvatore Date
City Manager
169
RESOLUTION NO. 26-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO

APPROVE A CONSTRUCTION CONTRACT WITH AUBURN CONSTRUCTORS LLC, APPROVE AMENDMENT NO. 5 TO THE PROFESSIONAL SERVICES AGREEMENT WITH CAROLLO ENGINEERS, INC. AND APPROVE BUDGET AMENDMENT FOR CIP PW 22 -36 -ASR WELL INJECTION EQUIPPING
WHEREAS, on January 10, 2022, the City Council approved the creation of the Aquifer Storage and Recovery ( ASR) Project, CIP PW 22- 36, to enhance water supply reliability by storing water underground during wet periods for recovery during droughts or shortages; and
WHEREAS, the City previously entered into a Professional Services Agreement with Carollo Engineers, Inc. for engineering services related to the ASR Project, and has approved prior amendments for additional services; and WHEREAS, the City advertised plans and specifications for the ASR Well Injection Equipping construction package on December 23 and December 30, 2025, in accordance with California Public Contract Code Section 20160 and Lathrop Municipal Code Section 2. 36. 060; and
WHEREAS, on January 22, 2026, the City Clerk received and opened five ( 5) bids, and Auburn Constructors LLC, was determined to be the lowest responsive and responsible bidder with a base bid of $ 2,61, 300; and
WHEREAS, staff recommends approval of a construction contract with Auburn Constructors LLC, Inc. in the amount of $ 2,61, 300 and authorization of a 15% contingency in the amount of $ 339, 15, for a total construction budget not to exceed 2, 600, 495; and
WHEREAS, staff further recommends approval of Amendment No. 5 to the Professional Services Agreement with Carollo Engineers, Inc. in the amount of 633, 569 for Engineering Services During Construction ( ESDC) for the WeII Equipping Package and WeII Commissioning; and
170
WHEREAS, sufficient funds were not included in the approved Fiscal Year FY) 2025-6 budget for CIP PW 22- 36 to cover these costs. A budget amendment of $ 1,16, 000 is requested based on the budget shortfall remaining after adding the construction contract, 15% contingency and ESDC services. Staff recommends a budget amendment to transfer $ 1,16, 000 from Water Fund 5620 to CIP PW 22- 36 as detailed below as detailed below:

Increase Transfer Out
5620- 9900-90- 9- 1 $ 1,16, 000
Increase Transfer In
5690- 900- 393- 00- PW 22- 36 $ 1,16, 000
Increase Appropriation
5690- 8000- 420- 12- 00 PW 22- 36 $ 1,16, 000
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop does hereby approve a budget amendment in the amount of $ 1,16, 000to transfer funds from Water Fund 5620 to CIP PW 22- 36 as detailed above; and BE IT FURTHER RESOLVED, that the City Council of the City of Lathrop hereby approves a construction contract with Auburn Constructors LLC, for CIP PW 22- 36 - ASR Well Injection Equipping in the amount of $ 2,61, 300 and authorizes a 15% contingency in the amount of $ 339, 15, for a total construction budget not to exceed $ 2, 600, 495; and
BE IT FURTHER RESOLVED, that the City Council of the City of Lathrop does hereby approve Amendment No. 5 to the Professional Services Agreement with Carollo Engineers, Inc. in the amount of $ 633, 569 for Engineering Services During Construction ( ESDC) for the Well Injection Equipping Package. 171
The foregoing resolution was passed and adopted this 9th day of February 2026, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Paul Akinjo, Mayor
ATTEST: APPROVED AS TO FORM:

Teresa Vargas, City Clerk Salvador Navarrete, City Attorney 172

ATTACHMENT B

CONTRACT
This Contract, dated February 9, 2026, is entered into by and between the City of Lathrop City"), a municipal corporation of the State of California ( City), and Auburn Constructors LLC, Contractor), whose Taxpayer Identification Number is
For and in consideration of the following covenants, terms and conditions, City and Contractor ( the parties) agree:

2. General Scope of Project and Work. Construction Documents for ASR WELL INJECTION EQUIPPING, CIP PW 22- 36 (Project). Contractor shall furnish labor, services, materials and equipment in connection with the construction of the Project and complete the Work in accordance with the covenants, terms and conditions ofthis Contract to the satisfaction of City.

The work to be performed under this contract includes all work contained in the Construction Documents, as detailed in Paragraph 3 below, including, but not limited to construction of Aquifer Storage and Recovery ( ASR) well injection equipping improvements, including: connection to an existing City drinking water main, installation of yard piping, modifications to existing storage tank inlet piping, construction of a concrete wellhead, installation of wellhead mechanical improvements, construction of a chemical canopy" steel structure, installation of wellhead treatment chemical systems carbon dioxide and sodium hypochlorite), installation of electrical and instrumentation facilities, and commissioning of the Work. This contract also includes ongoing well backflushing, testing, and water quality sampling for a period of 12 months following completion of the wellhead improvements; and any task necessary to accomplish the aforementioned tasks.

The work shall be Substantially Complete within 200 Calendar days following issuance of Notice to Proceed.

Base Bid Total: $ 2,61, 300

3. Construction Documents. This Contract shall include the Construction Documents which are on file with the Public Works Department and are hereby incorporated by reference 00500- 1
173

ASR WELL INJECTION EQUIPPING AUBURN CONSTRUCTORS LLC
CIP PW 22- 36
i.e. Project Specifications, Project Plans, addenda, performance bond, labor and materials bond, certification of insurance, workers compensation certification, and Warranty Bond Acknowledgement) and the Bid Documents submitted by Auburn Constructors LLC on 01/ 22/026 . For the purposes of construing, interpreting and resolving inconsistencies between the provisions of this Contract, these documents and the provisions thereof are set forth in the order of precedence described in Article 3 of the General Conditions.

7. Assum tion of Risk. Contractor agrees to voluntarily assume any and all risk of loss, damage, or injury to the property of Contractor which may occur in, on, or about the Project site at any time and in any manner, excepting such loss, injury, or damage as may be caused 00500- 2
174

ASR WELL INJECTION EQUIPPING AUBURN CONSTRUCTORS LLC
CIP PW 22- 36
by the sole willful or negligent act or omission of City or any of its City Council members, officers, or employees.

9. Compliance with Laws. Contractor shall comply with all Laws now in force or which may hereafter be in force pertaining to the Project and Work and this Contract, with the requirement of any bond or fire underwriters or other similar body now or hereafter constituted, with any discretionary license or permit issued pursuant to any Law of any public agency or official as well as with any provision of all recorded documents affecting the Project site, insofar as any are required by reason of the use or occupancy of the Project site, and with all Laws pertaining to nondiscrimination and affirmative action in employment and hazardous materials.

DEPARTMENT OF INDUSTRIAL RELATIONS- COMPLIANCE MONITORING UNIT DIR Registration.
a) Contractor and Subcontractor Compliance. Strict compliance with DIR registration requirements pursuant to Labor Code Section 1725. 5is a material obligation of the Contractor under the Contract Documents. The foregoing includes without limitation, compliance with DIR Registration requirements at all times during performance of the Work by the Contractor and all Subcontractors of any tier. The failure of the Contractor and all Subcontractors of every tire to be DIR registered at all times during the performance of the Work is the Contractor' s default of a material obligation of the Contractor under the Contract Documents.
b) No Subcontractor Performance of Work Without DIR Registration. No portion of the Work is permitted to be performed by a Subcontractor of any tier unless the Subcontractor is a DIR Registered contractor.
c) Contractor Obligation to Verify Subcontractor DIR Registration Status. An affirmative and on -going obligation of the Contractor under the Contract Documents is the Contractor' sverification that all Subcontractors, of all tiers, are at all times during performance of Work in full and strict compliance with DIR Registration requirements.

The Contractor shall not permit or allow any Subcontractor of any tier to perform any Work without the Contractor' sverification that all such Subcontractors are in full and strict compliance with DIR Registration requirements.
00500- 3
175

ASR WELL INJECTION EQUIPPING AUBURN CONSTRUCTORS LLC
CIP PW 22- 36
d) Contractor Obligation to Request Substitution of Non- DIR Registered Subcontractor. If any Subcontractor identified in the Contractor' sSubcontractor List submitted with the Contractor' s
proposal for the Work is not DIR Registered at the time of opening of proposals for the Work or if a Subcontractor' sDIR registration lapses prior to or during a Subcontractor' sperformance of Work, the Contractor shall request the CITY' s consent to substitute the non- DIR registered Subcontractor pursuant to Labor Code Section 1771.(c)( 3) and/ or Labor Code Section 1771.(d).

Record of wages paid: Inspection
Pursuant to Labor Code section 1776, Contractor stipulates to the following:
a) Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work under the Facilities lease and Construction Provisions. Such records shall be on forms provided by the Division of Labor Standards Enforcement or shall contain the same information of such forms. The payroll records may consist of payroll data that are 00500- 4
176

ASR WELL INJECTION EQUIPPING AUBURN CONSTRUCTORS LLC
CIP PW 22- 36
maintained as computer records, if printouts contain the same information as the forms provided by the division and the printouts are verified as specified in subdivision ( a) of Labor Code section 1776.
b) The payroll records enumerated under subdivision ( a) shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor on the following basis:
1) A certified copy of an employee' spayroll record shall be made available for inspection or furnished to such employees or his or her authorized representative on request.
2) A certified copy of all payroll records enumerated in subdivision ( a) shall be made available for inspection or furnished upon request to a representative of the CITY,
the Division of Labor Standards Enforcement, and Division of Apprenticeship Standards of the Department of Industrial Relations.
3)A certified copy of all payroll records enumerated in subdivision ( a) shall be made available upon request by the public for inspection or copies thereof. However, a request by the public shall be made through either the CITY, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement. Ifthe requested payroll records have not been provided pursuant to paragraph ( 2), the requesting party shall, prior to being provided the records, reimburse the costs of preparation by Contractor, subcontractors, and the entity through which the request was made. The public shall not be given access to such records at the principal office of Contractor.
c) Contractor shall file a certified copy of the records enumerated in subdivision ( a) with the entity that requested such records within ten ( 10) days after receipt of the written request. d) Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency, by the CITY, the Division of Apprenticeship Standards, or the division of Labor Standards Enforcement shall be marked or obliterated in such a manner as to prevent disclosure of an individual' sname, address and social security number. The name and address of contractor awarded the contract or performing the contract shall not be marked or obliterated.
e) Contractor shall inform the CITY of the location of the records enumerated under subdivision ( a), including the street address, city, and county, and shall, within ( 5) working days, provide a notice of a change of location and address. f) In the event of noncompliance with the requirements of this Article, Contractor shall have ten ( 10) days in which to comply subsequent to receipt of written notice specifying in what respects Contractor must comply with this Article. Should noncompliance still be evident after such 10 -day period, Contractor shall pay a penalty of One- Hundred Dollars ($ 100. 00) to the CITY for each calendar day, or portion thereof, for each worker, until strict 00500- 5
177

ASR WELL INJECTION EQUIPPING AUBURN CONSTRUCTORS LLC
CIP PW 22- 36
compliance is effectuated. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from the progress payment then due.

The responsibility for compliance with this Article shall rest upon Contractor.

10. Bonds. As a condition precedent to City' sobligation to pay compensation to Contractor, and on or before the date of Execution, Contractor shall furnish to the Project Manager the Bonds as required under Section 00700 - 5. 1A.

11. Representations and Warranties. In the supply of any materials and equipment and the rendering of labor and services during the course and scope of the Project and Work, Contractor represents and warrants:
1) Any materials and equipment which shall be used during the course and scope of the Project and Work shall be vested in Contractor;
2) Any materials and equipment which shall be used during the course and scope of the Project and Work shall be merchantable and fit to be used for the particular purpose for which the materials are required;
3) Any labor and services rendered and materials and equipment used or employed during the course and scope of the Project and Work shall be free of defects in workmanship for a period of one ( 1) year after the recordation of the Notice of Substantial Completion, or, if no such notice is required to be filed, on the date that final payment is made hereunder;
4) Any manufacturer' swarranty obtained by Contractor shall be obtained or shall be deemed obtained by Contractor for and on behalf of City. 5) Any information submitted by Contractor prior to the award of Contract, or thereafter, upon request, whether or not submitted under a continuing obligation by the terms of the Contract to do so, is true and correct at the time such information is submitted or made available to the City;
6) Contractor has not colluded, conspired, or agreed, directly or indirectly, with any person in regard to the terms and conditions of Contractor' sBid, except as may be permitted by the Notice to Contractors;
7) Contractor has the power and the authority to enter into this Contract with City, that the individual executing this Contract is duly authorized to do so by appropriate resolution, and that this Contract shall be executed, delivered and performed pursuant to the power and authority conferred upon the person or persons authorized to bind Contractor;
8) Contractor has not made an attempt to exert undue influence with the Project Manager or any other person who has directly contributed to City' s decision to award the Contract to Contractor;
00500- 6
178

ASR WELL INJECTION EQUIPPING AUBURN CONSTRUCTORS LLC
CIP PW 22- 36
9) There are no unresolved claims or disputes between Contractor and City which would materially affect Contractor' sability to perform under the Contract; 10) Contractor has furnished and will furnish true and accurate statements, records, reports, resolutions, certifications, and other written information as may be requested of Contractor by City from time to time during the term of this Contract; 11) Contractor and any person performing labor and services under this Project is duly licensed as a contractor with the State of California as required by California Business & Professional Code Section 7028, as amended; and 12) Contractor has fully examined and inspected the Project site and has full knowledge of the physical conditions of the Project site.

12. Assignment. This Contract and the performance required hereunder is personal to Contractor, and it shall not be assigned by Contractor. Any attempted assignment shall be null and void.

15. Notices. All contracts, agreements, appointments, approvals, authorizations, claims, demands, Change Orders, consents, designations, notices, offers, requests and statements given by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if (1) personally served, (2) sent by the United States mail, postage prepaid, (3) sent by private express delivery service, or (4) in the case of a facsimile transmission, if sent to the telephone FAX number set forth below during regular business hours of the receiving party and followed with two (2) days by delivery of a hard copy of the material sent by facsimile transmission, in accordance with ( 1), (2) or ( 3) above.

Personal service shall include, without limitation, service by delivery and service by facsimile transmission.

To City: City of Lathrop
City Clerk
390 Towne Centre Drive
Lathrop, CA 95330
Copy to: City of Lathrop
Department of Public Works
00500- 7
179

ASR WELL INJECTION EQUIPPING
CIP PW 22- 36

AUBURN CONSTRUCTORS LLC

16. Miscellaneous.
1)
8)
To Contractor:

Mailing Address:

Phone:

Email:

ATTN:
390 Towne Centre Drive
Lathrop, CA 95330
209) 941- 7430
ATTN: Project Manager
Auburn Contractors, LLC
730 W. Stadium Lane, Sacramento, CA 95834
916) 924- 0344
jwest@auburnconstructors. com
John West
Bailee Disclaimer. The parties understand and agree that City does not purport to be Contractor' sbailee, and City is, therefore, not responsible for any damage to the personal property of Contractor.

Consent. Whenever in this Contract the approval or consent of a party is required, such approval or consent shall be in writing and shall be executed by a person
having the express authority to grant such approval or consent.

Controlling Law. The parties agree that this Contract shall be governed and construed by and in accordance with the Laws of the State of California.

Definitions. The definitions and terms are as defined in these specifications.

Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to perform its obligations under this Contract, which directly results from an Act of God or an act of a superior governmental authority.

Headings. The paragraph headings are not a part of this Contract and shall have no effect upon the construction or interpretation of any part of this Contract.

Incorporation of Documents. All documents constituting the Construction Documents described in Section 3 hereof and all documents which may, from time to time, be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and shall be deemed to be part of this Contract.

Integration. This Contract and any amendments hereto between the parties constitute the entire contract between the parties concerning the Project and Work, and there are no other prior oral or written contracts between the parties that are not incorporated in this Contract.
00500- 8
180

ASR WELL INJECTION EQUIPPING AUBURN CONSTRUCTORS LLC
CIP PW 22- 36
9) Modification of Contract. This Contract shall not be modified or be binding upon the parties unless such modification is agreed to in writing and signed by the parties. 10) Provision. Any contract, covenant, condition, clause, qualification, restriction, reservation, term or other stipulation in the Contract shall define or otherwise control, establish, or limit the performance required or permitted or to be required of or permitted by either party. All provisions, whether covenants or conditions, shall be deemed to be both covenants and conditions.
11) Resolution. Contractor shall submit with its Bid a copy of any corporate or partnership resolution or other writing, which authorizes any director, officer or other employee or partner to act for or on behalf of Contractor or which authorizes Contractor to enter into this Contract.
12) Severability. If a court of competent jurisdiction finds or rules that any provision of this Contract is void or unenforceable, the provisions of this Contract not so affected shall remain in full force and effect.
13) Status of Contractor. In the exercise of rights and obligations under this Contract, Contractor acts as an independent contractor and not as an agent or employee of City. Contractor shall not be entitled to any rights and benefits accorded or accruing to the City Council members, officers or employees of City, and Contractor expressly waives any and all claims to such rights and benefits. 14) Successors and Assigns. The provisions of this Contract shall inure to the benefit of, and shall apply to and bind, the successors and assigns of the parties. 15) Time of the Essence. Time is of the essence of this Contract and each of its provisions. In the calculation of time hereunder, the time in which an act is to be performed shall be computed by excluding the first Day and including the last. If the time in which an act is to be performed falls on a Saturday, Sunday, or any Day observed as a
legal holiday by City, the time for performance shall be extended to the following Business Day.
16) Venue. In the event that suit is brought by either party hereunder, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Joaquin or in the United States District Court for the Eastern District of California.
17) Recovery of costs. The prevailing party in any action brought to enforce the terms of this Contract or arising out of this Contract, including the enforcement of the indemnity provision( s), may recover its reasonable costs, including reasonable attorney' sfees, incurred or expended in connection with such action against the non -prevailing party.
18) Contractor and subcontractors must comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 USC 1857( h)), 00500- 9
181

ASR WELL INJECTION EQUIPPING AUBURN CONSTRUCTORS LLC
CIP PW 22- 36
Section 508 of the Clean Water Act ( 33 USC1368), Executive Order 11738, and Environmental Protection Agency Regulations at 40 CFR Part 15. 19) Contractor and subcontractors must comply with the regulations imposed by California Air Resources Board (" CARB") including, without limitation, Title 13, California Code of Regulations Division 3, Chapter 9, and all pending amendments Regulation").
20) Contractors and subcontractors must comply with mandatory standards and policies relating to the energy efficiency which are contained in the State Energy Conservation Plan issued in compliance with the Energy Policy and Conservation ACT (Public Law 94- 163, 89 stat 871).
21) The Contractor shall provide access to the site for the Environmental Protection Agency and its duly authorized representatives, and the City. 22) If during the course of construction evidence of deposit of historical or archaeological interest is found, the Contractor shall cease operation affecting the find and shall notify the City, who shall notify the EPA and the State Historic Preservation Officer. No further disturbance of the deposits shall ensue until the Contractor has been notified by the City that construction may proceed. The City will issue a notice to proceed only after the state official has surveyed the find and made a determination to the EPA and the City. Compensation to the contractor, if any, for lost time or changes in construction to avoid the find, shall be determined in accordance with changed conditions or change order provisions of the Construction Documents.
23) Notice to Proceed. Prior to commencing work under this Contract, CONTRACTOR shall receive a written " Notice to Proceed" from CITY. A Notice to Proceed shall not be issued until all necessary bonds and insurances have been received. City shall not be obligated to pay CONTRACTOR for any services prior to issuance of the Notice to proceed.
24) Signatures. The individuals executing this Contract represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Contract on behalf of the respective legal entities of the CONTRACTOR and the CITY. This Contract shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
25) This project is a public works project: Contractor shall comply with requirements of California Labor Code § 1700 and following, and prevailing wages shall be paid for work performed on this project.
26) The statutory provisions for penalties for failing to comply with the State of California wage and labor laws will be enforced, as well as that for failing to pay prevailing wages.

EXHIBITS:
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CIP PW 22- 36
EXHIBIT A: Contractor' sSubmitted Bid Packet
Certification of insurance, performance and payment bonds, and worker' s compensation certification shall be furnished to the City by the Contractor after City Council' sapproval with resolution.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above stated in Lathrop, California.

Seal:

CONTRACTOR:

By:

Name:

Title:

By:

Name:

Title:

CITY OF LATHROP
APPROVED TO FORM:

By:

Salvador Navarrete, City Attorney
RECOMMENDED FOR APPROVAL:

By:

Brad Taylor, City Engineer
APPROVED:

By:

Stephen J. Salvatore, City Manager
00500- 11
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BID PROPOSAL FORMS
TO: City ofLathrop
390 Towne Centre Drive
Lathrop, CA 95330
ATTENTION: City Clerk
FOR: ASR WELL INJECTION EQUIPPING, CIP PW 22- 36
THE UNDERSIGNED, AS BIDDER, HEREBY AGREES AND DECLARES THAT:

LEGAL COMPLIANCE
The only persons or parties interested in this Bid as Principals are those named herein; that this Bid is made without collusion with any other person, firm, partnership, corporation, or association; that he has carefully examined the location ofthe proposed work and the Construction Documents; and he proposes and agrees that if this Bid is accepted he will contract with the City of Lathrop, in the form of the Contract as set forth in the Construction Documents for said project, to provide all the necessary labor, services, materials, and equipment, and to do all the work and furnish all the materials; and that he will accept in full payment therefore the price as proposed in the following Bid Schedule.

SCHEDULE OF PRICES
All applicable permit fees, licensing costs, sales taxes, State, and/ orFederal, and any other taxes, patent rights, or royalties are included in the prices quoted in the Bid. All blank spaces must be filled in.

BASIS OF AWARD
The basis for award ofthe contract will be the price of the base bid. The City of Lathrop reserves the right to award the work contemplated by the sum total of the Base Bid items.

ASR WELL INJECTION EQUIPPING BID PROPOSAL FORMS
CIP PW 22- 36
X ( A) The lowest bid will be the lowest bid price on the base contract without consideration of the prices on the additive or deductive items.

B) The lowest bid will be the lowest total of the bid prices on the base contract and those additive or deductive items that were specifically identified in the bid solicitation or Bid Proposal as being used for the purpose of determining the lowest bid price.

ASR WELL INJECTION EQUIPPING
CIP PW 22- 36

BID PROPOSAL FORMS
ASR WELL INJECTION EQUIPPING, CIP PW 22- 36

BID SCHEDULE
BED
ITEM

DESCRIPTION QUANTITY UNITS
UNIT

PRICE TOTAL

EXTENDED
1 Mobilization, Bonds, and Insurance 1 LS
94, 000 6- 11-- 94, coo —
2 Erosion and Sediment Control Plan
ESCP)
1 LS
20, 00d `—2o, coo —
3 Trench Safety Plan per CA Labor
Code § 6705
1 LS
2a, oao °"
11 20, ode, —
4 Connection to Existing Water Main 1 LS
53, 000'-'Sa, aao —
5 Site Work 1 LS
99/ 00o .-- 2- 9f; 0o0-
6 Yard Piping and Drainage Sump 1 LS
10" 79i2: 40`'-' 679, 300 —
7 Wellhead Improvements 1 LS
VS, o0 0 °-` g5, 000 —
8 Chemical Canopy 1 LS
185, v00 1=2
gS, boo
9 Carbon Dioxide System 1 LS
34-, 000 9-1-- a ../, ao a -
10 Sodium Hypochlorite System 1 LS
19 5, c»0.--145, coo —
11 Electrical and Instrumentation 1 LS co
565, aac — 545, Doc) —
12 Commissioning and O&M Manuals 1 LS
25, DOo- 25, coo
13 Closeout and Record Drawings 1 LS M
S, ooa —
44 5, MOG
Well Backflush and Testing 42 E1/ 24
TOTAL BASE BID 2,6/, 3O13 -
TOTAL BID (BASE BID ONLY) IN FIGURES: $ 21 2b I , 300.

TOTAL BID (BASE BID ONLY) IN WORDS:
i' /LL / o J Two hi via D t %z'V ry- ow E 77* 4-N1) MIRE 141d11/4 -11) R -W) 00300- 3
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INFORMATION REQUIRED OF BIDDER
The Bidder shall furnish the following information. This information is considered essential in enabling the Project Manager to determine if the Bidder is experienced in similar types of work and ifthe Bid is based on a careful study of methods applicable to the work and full realization of the various factors which may affect the progress of the work. Failure to comply with this requirement may render the Bid non -responsive and may cause its rejection. Additional sheets shall be attached as required.

BIDDER' SINFORMATION
1) Bidder' s name and address:

Auburn Constructors, LLC
730 W. Stadium Lane, Sacramento, CA 95834
2) Bidder' stelephone number: ( 916) 924- 0344
3)
4)
5)
Bidder' semail address: jwest@auburnconstructors. com
Bidder' sContractor' sLicense # / Expiration Date / Classification:
1043407 / 8/ 31/ 2026 / A, B, & C- 10
Bidder' sDM Registration # / Expiration:
1000060543 / 6/ 30/ 227
6) Person who inspected site ofproposed work for Contractor' sfirm:

Name: Octavio Jimenez Date of Inspection: 1/ 6/ 2026
7) List 5 projects of a nature similar to this project:

Project Contract
Price
Name, Address and
Telephone Number of Owner
SSWD We11 79 3, 266, 854
Dana Dean - 3701 Marconi Avenue, Suite 100
Sacramento, CA 95821 ( 916) 972- 7171
SSWD We11 80 6, 532, 774
Dana Dean - 3701 Marconi Avenue, Suite 100
Sacramento, CA 95821 ( 916) 972- 7171
Roseville ASR
Wells 9 & 18 15, 697, 979
Janice Gainey - 2005 Hilltop Circle
Roseville, CA 95747 ( 916) 774- 5535
Homestead Village 3
Well Site 6, 018, 514
Anton Garcia - 1478 Stone Point Dr., #100
Roseville, CA 95661 ( 916) 778- 0008
SSWD Well 84 6, 534, 774
Dana Dean - 3701 Marconi Avenue, Suite 100
Sacramento, CA 95821 ( 916) 972- 7171
00300- 4
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LIST OF SUBCONTRACTORS:

The Bidder shall list below the name and business address ofeach subcontractor who will perform work under this Bid in excess of one- half of one percent of the Contractor' sTotal Bid Price or ten thousand dollars ($ 10, 000), whichever is greater. Shall also list the portion of the WORK which will be done by such subcontractor, in accordance with Section 4104 of the Public Contract Code.

Workto be y` : ;,
Performed
4'
Subcontractors
Name
N"' ''
Subcontractor,
Address
Calffornla
Contractor' s
License No:
yL
ti3
DIR No
u ,
U
Percent oft
Work ,
Frtv! C C
ALL srEEL6.- aC. E, roc L,¢ TNRoP Ciq 71 o s r2. an00000 l

2.7-
PR / N r
c.,,,,, ri l i„5
1 i4 s o
PA- iNT/ N10;, risiO
Rshv a tiv
Co2oovAe cfl S' t 9 9 8 7 ObObb89gL7
000737297
I. Z -
R E 6 411Q 1. 4)-5%
41- TA- ni 01/ 7-
8E8, 4- ie 7Th cy, c4 o3 $203
gb4le& Y
e4, 16zrr rtillxJA eJJL= dic,#Ls`/ 7S2 000eaoos62 0.4
Note: Attach additional sheets ifrequired.
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CIP PW 22- 36

ADDENDA
Bidder certifies he reviewed ARC Stockton' swebsite for addenda within 48 hours ofbid opening and acknowledges receipt of the following addendum ( addenda):
1 Respectfully submitted,
January 22, 2026 Auburn Constructors, LLC
Dated Legal Name ofFirm
Signatu ofAuthorized Representative
Seal)
If Bidder is a corporation, show State in which incorporated.) The full names and post office addresses ofall persons and parties interested in the foregoing Bid as principals are as follows:

John West, Sutter, CA 95982
Brian Couper, Granite Bay, CA 95746
Nick Guillen, Granite Bay, CA 95746
Rich White, Auburn, CA 95746
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BIDDER' SBOND
KNOW ALL MEN BY i'HESE PRESENTS:

THAT WE Aubum Constructors, LLC
as PRINCIPAL, and Travelers Casualty and Surety Company of America as SURETY are held; and firmly bond unto the City of Lathrop in the penal sum of TEN PERCENT ( 10%) OF THE TOTAL AMOUNT OF THE BID of the Principal above named, submitted by the Principal to the City of Lathrop for the work described below, for the payment ofwhich sum in lawful money of the United States, well and truly to be made to the City ofLathrop to which the bid was submitted, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by those presents. In no case shall the liability of the surety hereunder exceed the sum of $ Ten Percent ( 10%) of the total amount bid - - -

NOW, THEREFORE, if the Principal is awarded the contract and within the time and manner required under the specifications, after the prescribed forms are presented to him for signature enters into a written contract in the prescribed form, in accordance with the bid, and files two bonds with the City, one to guarantee faithful performance, and the other to guarantee payment for labor and materials as required by law, then this obligation shall be null and void; otherwise, it shall be and remain in full force,
IN WITNESS WHEREOF, we have hereunto set our hands and seals on this 14th day of January , 2026.

Auburn ctors, LLC ( Seal)
Seal)
dress: 730 West Stadium Lane
Sacramento, CA 95834
Travelers Casualty and Surety
Company of America ( Seal)
i, `-/ Seal)
Betty L. T
Address: r•
e
1 tino, Attomey- in- Fact
California St.

San Francisco, CA 94111
NOTE: Signatures of those executing for the surety must be properly acknowledged. 00300- 7
190

State of California
County of San Francisco
On -1%0 U - I
Z o before me,
M. Moody, Notary Public
insert name and title of the officer)
personally appeared Betty L. Tolentino
who proved to me on the basis of satisfactory evidence to be the person( s) whose name( s) is/ are subscribed to the within instrument and acknowledged to me that he/ she/ they executed the same in his/er/ their authorized capacity( ies), and that by his/er/ their signature( s) on the instrument the person( s), or the entity upon behalf of which the person( s) acted, executed the instrument.

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

WITNESS my hand and ' al seal.

Signature Seal)
M. MOODY
Notary Public - California
San Francesco County i
Commission R 2541055 r
My Comm. Expires Jan 8, 2030
191

TRAVELERS J
Travelers Casualty and Surety Company of America
Travelers Casualty and Surety Company
St. Paul Fire and Marine Insurance Company

POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut ( herein collectively called the " Companies"), and that the Companies do hereby make, constitute and appoint Betty L Tolentlno of SAN FRANCISCO California , their true and lawful Attorney( s)- in- Fact to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law.

IN WITNESS WHEREOF, the Companies have caused this instrument to be signed, and their corporate seals to be hereto affixed, this 21st day of April, 2021.

State of Connecticut
By:

City of Hartford ss. Robert L. Rane - nior Vice President On this the 21st day of April, 2021, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of each of the Companies, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of said Companies by himself as a duly authorized officer.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

My Commission expires the 30th day of June, 2026
Anna P. Nowik, Notary Public
This Power of Attomey is granted under and by the authority of the following resolutions adopted by the Boards of Directors of each of the Companies, which resolutions are now in full force and effect, reading as follows:

RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attomeys- in- Fad and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company' s name and seal with the Company' sseal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when ( a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company' s seal by a Secretary or Assistant Secretary; or ( b) duly executed ( under seal, if required) by one or more Attomeys- in- Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attomey or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attomeys- inFact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attomey or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached.
1, Kevin E. Hughes, the undersigned, Assistant Secretary of each of the Companies, do hereby certify that the above and foregoing is a true and correct
copy
of the Power of Attomey executed by said Companies, which remains in full force and effect.

Dated this /' day of r•I /7ry tf
Kevin E. Hughes, Assi tant Secretary
To verify the authenticity ofthis PowerofAttorney, please callus at1- 800- 421- 3880 Please refer to the above -namedAttorneys) -in -Fact and the details ofthe bond to which this PowerofAttorney is attached. 192
Signature ofNotary

CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
6tate ofColt/ traa
eoantt o
f5actamento
On, January 19, 2026 before me Shannon L Mikesell, Notary Public personally appeared John West,
who proved to me on the basis of satisfactory evidence to be the person( s) whose name is/ are subscribed to the within instrument and acknowledged to me that he/ she/ they executed the same in his/er/ their authorized capacity( ies), and that by his/er/ their signature( s) on the instrument the person( s), or the entity upon behalf of which the person( s) acted, executed the instrument.

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

WITNESS my hand and official seal.

M... c: s20" ( Seal)
SHANNON L. MIKESELL
Notary Public • California
Sacramento County
Commission e 2417427 r
My Comm. Expires Oct 1!, 2026
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CIP PW 22- 36

NON -COLLUSION AFFIDAVIT
STATE OF Q_Di cta a
COUNTY OF e. xa iaer\-' crz)
ss.

John West , being first duly sworn, deposes and says that he or she is President of Auburn Constructors, LLC the party making the foregoing bid that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or ofthat of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company associated, organization, bid depository, or to any member or agent thereof to effectuate a collusive or s ' am laid.

Signature oresident, Secretary,
Manage, roject Manager or Representative
The County of ' pe_ ra0rler, t`--,
State of 4es
Subscribed and sworn to ( or affirmed) before me
on this 1Qi day of
Scanw lesT' , proved to
me on the basis of satisfactory evidence to be the
person( s) who appeared before me.
202 by
Seal
c Q
Signature \ I(Mo[ 8 .1(Yl
SHANNON L. MIKESELL
Notary Public - California
Sacramento County
Commission S 2417427 r
My Comm. Expires Oct 19, 2026
00300- 8
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PUBLIC CONTRACT CODE SECTION 10162 QUESTIONNAIRE
In accordance with Public Contract Code Section 10162, the Bidder shall complete, under penalty ofperjury, the following questionnaire:

Has the Bidder, any officer of the Bidder, or any employee of the Bidder, who has a proprietary interest in the Bidder, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No
Ifthe answer is yes, explain the circumstances in the following space.

NOTE: The above Statement and Questionnaire are part of the Proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire.

Bidders are cautioned that making a false certification may subject the certifier to criminal prosecution.
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BIDDER
Signature)
anuary 22, 2026
Date)
Bidder' sName: John West
Address: 730 W. Stadium Lane, Sacramento, CA 95834
The above certification ofthe Bidder regarding its affirmative action program shall be filled out completely, signed, and submitted by each Bidder and shall be a part of the Contract Documents.)

END OF SECTION)
00300- 1
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PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION

See https:// www. dir. ca. gov/ Public- Works/ PublicWorks. html for additional information.

No bid will be accepted nor any contract entered into without proof of the contractor' s and subcontractors' current registration with the Department of Industrial Relations to perform public work.

Name ofBidder: Auburn Constructors, LLC
DIR Registration Number: 1000060543
Bidder further acknowledges:

1. Bidder shall maintain a current DIR registration for the duration ofthe project.

2. Bidder shall include the requirements of Labor Code sections 1725. 5and 1771. in it contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the project.

3. Failure to submit this form or comply with any of the above requirements may result in a
finding that the bid is non -responsive.

Bidder' sSignature: 0
Bidder' sName and Kyle: John West / President
Finn: Auburn ( constructors, LLC
Date: January 22, 2026

END OFDOCUMENT)
00300- 11
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CERTIFICATION OF DRUG -FREE WORKPLACE REQUIREMENTS

BIDDER CERTIFICATIONS
1 The Bidder certifies that it will or will continue to provide a drug -free work place by:

1. Making it a
requirement that each employee to be engaged in the performance ofthe contract be given a copy of the statement.

ASR WELL INJECTION EQUIPPING BID PROPOSAL FORMS
CIP PW 22- 36
substance testing as soon as possible after the incident, but not more than 4 hours after the incident.

B. Establishing an ongoing drug -free awareness program to inform employees about:

1. The dangers of drug abuse in the work place.

2. The Bidder' spolicy of maintaining a drug -free work place.

3. Any available drug counseling, rehabilitation, and employee assistance programs. The penalties that may be imposed upon employees for drug abuse violations occurring in the work place.

C. Making a good faith effort to continue to maintain a drug -free work place through implementation of the requirements stated in this Document.

WORK LOCATIONS

1. The Bidder acknowledges that the performance ofwork done in connection with this Contract will occur at the location( s) listed and / or described below:

River Islands Phase 1 Potable Water Tanks and Main Sewer Pump Station site at the intersection of West Stewart Road and Cirrus Court, Lathrop, California.

BIDDER
Sig
ary 22, 2026
00300- 13
199
City of
Public Works Department 390 Towne Centre Dr. - Lathrop, CA 95330 Phone (209) 941- 7430 — fax ( 209) 941- 7449
www. ci. lathrop. ca. us
ADDENDUM NO. 1— January 15, 2026
ASR Injection Equipping Package
CIP PW 22- 36
The following changes, correction, additions, and/ or deletions are hereby incorporated into the bid. It is the bidding contractor' sresponsibility to understand and comply with this addendum.

This addendum amends the Contract Drawings and Specifications for this project as follows:

PLEASE BE ADVISED THAT THE BID OPENING DATE HAS BEEN CHANGED TO THURSDAY, JANUARY 22, 2026 AT 2PM.

A. CLARIFICATIONS AND RESPONSES TO CONTRACTOR QUESTIONS:

1. Question No. 1: I was reaching out hoping to attain the sign in sheet from the pre bid meeting held on 1/ 6/ 26 for the ASR We11 Injection Equipping project if you had that available..

Response to Question No. 1: The pre -bid meeting sign in sheet is attached to this addendum.

2. Question No. 2: Drawing SO1 general note 5 requires contractor design per delegated design procedures for "all pre- engineered items." Does this note apply to any of the structural steel on this sheet?
Response to Question No. 2: The " Pre- engineered items" statement refers to the tanks within the chemical canopy, not the structural steel canopy itself.

3. Question No. 3: Please provide sheet M05 of the subject line project. This sheet is referenced in the available project documents but does not exist in the project plans.

Response to Question No. 3: Reference to Drawing M05 have been revised. See revised Drawing M03 issued with this addendum.

4. Question No. 4: Detail 2 on sheet C04 shows an above ground pipe connection but I believe the pipe connection is under ground. Please confirm? Also, can you provide a profile of this detail?.

Response to Question No. 4: Tank No. 3 Inlet Modification ( Detail 4/ C03) is a buried pipe connection. All piping shown on this detail is below ground ( new and existing). A 200
PW 22- 36- Addendum No. 1

Page 2 of 6 ends

Lathrop City CouncilFebruary 9, 2026

Lathrop City Council
February 9, 2026