Agenda packet — Livingston City Council, May 5, 2026 (part 1 of 2)

1 CITY COUNCIL SPECIAL AND REGULAR

MEETING AGENDA
MAY 5, 2026
SPECIAL MEETING: 6:00 P.M. – 7:00 P.M
REGULAR MEETING: 7:00 P.M.

WE ENCOURAGE ALL MEMBERS OF THE PUBLIC TO PARTICIPATE IN THE MEETING VIA TELECONFERENCE BY CALLING (520) 525-8911. ANY MEMBER OF THE PUBLIC

PARTICIPATING VIA TELECONFERENCE WILL BE GIVEN THE OPPORTUNITY TO PROVIDE PUBLIC COMMENT.

ADDITIONALLY, THE REGULAR MEETING WILL BE STREAMED ON YOUTUBE LIVE https://www.youtube.com/channel/UCB_ZmQZIHELh-ECEPZ2VwZg Notice is hereby given that the City Council will hold a Special and Regular Meeting at the City Council Chambers, 663 Main Street, Livingston, California. Assistance will be provided to those requiring accommodations for disabilities in compliance with the Americans with Disabilities Act of 1990. Persons requesting accommodation should contact the Deputy City Clerk at least 24 hours prior to this meeting at (209) 394-8041, Ext. 121. Any writings or documents pertaining to an Open Session item provided to a majority of the members of the legislative body less than 72 hours prior to the meeting shall be made available for public inspection by email if requested. Public comments can be submitted via emailed at [email protected]. Comments must be received by 2:00 p.m. on the day of the City Council meeting in order for them to be distributed to the Council prior to consideration of the matter. You will need to provide: Meeting date, item number, name, email and comment (please limit to 300 words or 3 minutes).

Please include: PUBLIC COMMENT in the subject for the email. Written comments will not be read aloud at the meeting, but will be reported as received for the record. If you do not receive an acknowledgement of receipt by 4:00 p.m., please call the City Clerk’s Office at (209) 394-8041, Ext. 121 (Note: This technology is not a guaranteed method).

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2 SPECIAL MEETING

1. Call to Order

2. Roll Call

3. Pledge of Allegiance.

4. Moment of Silence – First Responders and Military Members.

5. Citizen Comments

CLOSED SESSION
A “Closed” or “Executive” Session of the City Council or the Successor Agency to the Redevelopment Agency of the City of Livingston may be held in accordance with state law which may include, but is not limited to, the following types of items:
personnel matters, labor negotiations, security matters, providing instructions to real property negotiators, conference with legal counsel regarding pending litigation. The Closed Session will be held in the City Council Chambers located at 663 Main Street, Livingston, California. Any public comment on Closed Session items will be taken before the Closed Session. Any required announcements or discussion of Closed Session items or actions following the Closed Session will be made in the City Council Chambers, 633 Main Street, Livingston, California.

6. Conference with Labor Negotiator (Government Code Section 54957.6) Labor Negotiator:

Jose Antonio Ramirez, City Manager
Employee Organizations:

OE3- Clerical Bargaining Unit
OE3 - Police Supervisory Employees
Association OE3 - Livingston Police
Officer Association

7. Significant exposure to litigation pursuant to
Government Code § 54956.9(d)(2), (e)(1),
1 matter.

REGULAR MEETING

CALL TO ORDER
Pledge of Allegiance.

Moment of Silence – First Responders and Military Members.

Roll Call.
3 Closed Session Announcement
Changes to the Agenda.

CITIZEN COMMENTS
This section of the agenda allows members of the public to address the City Council on any item NOT on the agenda. Members of the public, when recognized by the Mayor, should come forward to the lectern, and identify themselves. Comments are normally limited to three (3) minutes. In accordance with State Open Meeting Laws, no action will be taken by the City Council this evening.

COUNTY SUPERVISOR’S ANNOUNCEMENTS AND REPORTS
Supervisor Jim Pacheco Announcements and Reports.

ANNOUNCEMENTS AND REPORTS
City Staff Announcements and Reports.

City Manager Announcements and Reports.

CONFLICT OF INTEREST DECLARATION
Members of the City Council will declare an actual or apparent conflict of interest before discussions or decisions about any matters in which they or anyone with whom they have a close personal relationship could directly or indirectly benefit or where such a benefit could be perceived.

CONSENT AGENDA
Items on the Consent Calendar are considered routine or non-controversial and will be enacted by one vote, unless separate action is requested by a member of the public, the City Manager or City Council Member. There will be no separate discussion of these items unless members of the public, City Council or City Manager request that specific items be removed. Public comment on consent agenda items shall be limited to three (3) minutes perperson regardless of the number of items contained within the consent agenda.

1. Ratify Warrants Register Dated April 24, 2026.

2. Approval of Minutes of Meeting Held on April 21, 2026.

3. City Treasurer’s Investment Report for the Month Ending February 28, 2026.

4. City Treasurer’s Investment Report for the Month Ending March 31, 2026.

5. Consideration of Adopting a Resolution (1) Approving Amendment No. 1 to the Contract with Trane Technologies (Trane U.S. INC.), (2) Authorizing the Finance Département to Make a Supplemental Appropriation in the Amount of $20,562.00 to Fund Change Order No. 1 and (3) Authorizing the City Manager to Execute All Required Documents.
4 6. Consideration Of Adopting a Resolution Accepting the Repair Cost Estimate from Hi-Tech Emergency Vehicles Services, Inc., to Repair Engine 96 E1, (2) Authorizing the Finance Department to Make a Supplemental Appropriation, and (3) Authorizing the City Manager to Execute All Required Documents.

7. Consideration of Adopting a Resolution Approving a Professional Services Agreement with Dannis Woliver Kelley, in an Amount Not to Exceed $15,000, for Temporary Conflict Counsel Services.

8. Consideration of Adopting a Resolution Approving the Purchase of One New Polaris Ranger Crew 1000 UTV From Unified Fleet Services, in an Amount Not to Exceed $32,687.26 and Authorizing the City Manager to Execute All Required Documents.

9. Consideration of Adopting a Resolution Approving the Purchase of One Radar Trailer (SpeedAlert 24 Radar Message Sign with Trailer) From All Traffic Solutions LLC in the Amount of $19,307.78 and Authorizing the City Manager to Execute all Required Documents.

10. Consideration of Adopting a Resolution Authorizing the City Manager to Execute a Professional Service Agreement with PrecisionWorks, LLC DBA Precision Concrete Cutting (PCC) for the 2025 Sidewalk Trip Hazard Mitigation Phase 2 Project in an Amount Not to Exceed $35,041.28.

11. Consideration of Adopting a Resolution Ratifying a Purchase and Sale Agreement Between the City of Livingston and Livingston Union Elementary School District for City’s Purchase of the Property Located at Unassigned, Seq B Street & Winton Parkway (APN: 022-010-007) and Authorizing the City Manager to Execute all Related Documents.

12. Consideration of Adopting a Resolution Continuing the Local Emergency Due to the Public Health and Property Treat Created by the Well 9 Failure (4/5 Vote Required).

ANNOUNCEMENTS AND REPORTS
City Council Members’ Announcements and Reports.

Mayor’s Announcements and Reports.

Robert Wallis
• Special City Selection Committee of the San Joaquin Valley Air Pollution Control Board Robert Wallis, Representative and Japjeet Uppal, Alternative. • City Council Liaison - Livingston Planning Commission – Jason Roth and Alternate Robert Wallis.
• Utility Stakeholders Committee – Japjeet Uppal and Robert Wallis.

Jason Roth
• Merced County Local Agency Formation Commission (LAFCO) Jason Roth, Representative.
• Merced County Mosquito Abatement District Board of Directors – Gurpal Samra, Representative and Jason Roth, Alternate.
5 • City Council Liaison - Livingston Planning Commission – Jason Roth and Alternate Robert Wallis.

Japjeet Uppal
• Central Valley Division League of California Cities – Jose Moran, Representative and Japjeet Uppal, Alternate.
• Special City Selection Committee of the San Joaquin Valley Air Pollution Control Board – Robert Wallis, Representative and Japjeet Uppal, Alternative. • City Council Liaison - Parks, Recreation and Arts Commission – Jose Moran and Alternate Liaison Japjeet Uppal.
• Merced Integrated Regional Water Management Plan (MIRWMA) – Japjeet Uppal, Representative and Robert Wallis, Alternate Representative. • Utility Stakeholders Committee – Japjeet Uppal and Robert Wallis.

Gurpal Samra
• Merced County Mosquito Abatement District Board of Directors – Gurpal Samra, Representative and Jason Roth, Alternate.
• Merced County Association of Governments (MCAG) Governing Board – Gurpal Samra, Representative and Jose Moran, Alternate.

Jose Moran
• Central Valley Division League of California Cities – Jose Moran, Representative and Japjeet Uppal, Alternate.
• Merced County Association of Governments (MCAG) Governing Board – Gurpal Samra, Representative and Jose Moran, Alternate.
• City Council Liaison - Parks, Recreation and Arts Commission – Jose Moran and Alternate Liaison Japjeet Uppal.

COUNCIL DIRECTION ON FUTURE AGENDA ITEMS

ADJOURNMENT

STAFF REPORT
1 AGENDA ITEM: Warrant Register April 24, 2026

MEETING DATE: May 5, 2026

PREPARED BY: Consuelo Moreno, Account Clerk
REVIEWED BY: Happy Bains, Finance Director
RECOMMENDATION:

Ratify the warrant register dated April 24, 2026
DISCUSSION:

Government Code sections 37208(b) and 37209 provide that accounts payable warrants or checks drawn in payment of demands certified or approved by the finance director as conforming to a budget approved by ordinance or resolution of the legislative body need not be audited by the legislative body prior to payment.

In addition, Government Code section 37208(a) provides that payroll warrants or checks need not be audited by the legislative body prior to payment. Payrolls shall be presented to the legislative body for ratification and approval at the first meeting after delivery of the payroll warrants or checks. The sum of any payroll checks issued within the week prior to the date of the check register is also noted on the accompanying check register.

The following checks have been certified to be in accordance with the City’s approved budget.

The checks have been issued, and the check register is presented to the City Council for ratification:

April 11, 2026 – April 24, 2026

CHECKS #
NET PAYROLL……………………...........…. $ 163,057.18 4090-4106 GENERAL WARRANTS……………………. $ 810,448.37 15634-15741
ACH WARRANTS…………………………….$ 909.68
PAYROLL WARRANTS…………..….…...…$ 168,077.10

TOTAL WARRANTS………………………… $ 1,142,492.33
ATTACHMENTS:

Warrant Register (detailed by date and check number)

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Accounts Payable
User:

Printed:
[email protected]
4/27/2026 9:09 AM
Checks by Date - Summary by Check Date
Check No Vendor No Vendor Name Check Date Check Amount
1000434 FIT Federal Tax Payments 04/15/2026 23,403.75
1000435 NBS1 National Benefit Services - AltaMont St Clair04/15/2026 1,620.24 1000436 PERS Public Employ Retire System 04/15/2026 35,106.34 1000437 PTS PTS - Part Time Seasonal 457 Plan 04/15/2026 399.11 1000438 SIT State Tax Payments 04/15/2026 9,042.36
1000439 VALIC Variable Annunity Life Ins. 04/15/2026 920.00 Total for 4/15/2026: 70,491.80
ACH 188 Frontier 04/17/2026 665.58
ACH 203 PG&E 04/17/2026 103.66
ACH 272 Charter Communications Holdings, LLC 04/17/2026 140.44 15634 1754 5 E's Enterprises, LLC. 04/17/2026 1,698.89
15635 251 ABS Direct, Inc. 04/17/2026 1,228.95
15636 616 Adams Ashby Group, Inc. 04/17/2026 4,500.00
15637 747 All Star Elite Sports 04/17/2026 6,400.09
15638 1307 Amazon Capital Services 04/17/2026 1,519.44
15639 253 AT&T 04/17/2026 245.31
15640 282 AT&T Mobility 04/17/2026 2,435.47
15641 672 Bauer Compressors, Inc. 04/17/2026 913.42
15642 1804 Boot Barn Inc 04/17/2026 967.63
15643 1693 California Consulting, Inc 04/17/2026 4,750.00 15644 418 Central Valley Concrete 04/17/2026 2,981.93
15645 1239 Clark Pest Control of Stockton, Inc. 04/17/2026 47.00 15646 1375 Arcelia Cruz 04/17/2026 269.70
15647 1790 Stephanie R. Dietz 04/17/2026 1,625.00
15648 547 Don's Mobile Glass 04/17/2026 59.00
15649 491 Dutchman Drains & Plumbing Inc. 04/17/2026 1,250.00 15650 1809 Education and Leadership Foundation 04/17/2026 3,250.00 15651 294 Etch This! And That... 04/17/2026 431.67
15652 163 EZ Auto Supply 04/17/2026 2.30
15653 1846 FMTK Central Labor Council 04/17/2026 165.00 15654 387 Frontier Communications Corp Frontier Comm of Global Valley 04/17/2026 151.32 15655 164 Garza Tire & Wheel, Inc 04/17/2026 554.28
15656 1807 GCP WW Holdco LLC 04/17/2026 935.56
15657 262 Gilton Solid Waste 04/17/2026 197,011.51
15658 811 Pete Hulse, DVM, Pa Hilmar Animal Hospital04/17/2026 240.00 15659 266 Hilmar Lumber 04/17/2026 562.02
15660 267 Hoffman Security 04/17/2026 38.95
15661 501 Hunt & Sons, LLC 04/17/2026 9,739.96
15662 476 Jorgensen Company 04/17/2026 512.68
15663 675 Lance, Soll & Lunghard, LLP 04/17/2026 7,924.00 15664 276 Livingston True Value Hardware, Inc. 04/17/2026 1,275.53 15665 UB*02171 LIZBETH LOMELI DAVALOS 04/17/2026 85.07
15666 278 Merced Irrigation District 04/17/2026 47,284.29 15667 389 Mid Valley IT 04/17/2026 11,268.00
15668 180 Mission Linen Service 04/17/2026 543.10
AP Checks by Date - Summary by Check Date (4/27/2026 9:09 AM) Page 1 (irty o,f Uving1sto1n
1416 C Stroot
Livingston, CA 95334

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Check No Vendor No Vendor Name Check Date Check Amount
15669 194 Modesto Welding Products 04/17/2026 24.00
15670 1818 Moore Twinning Associates, Inc. 04/17/2026 1,790.00 15671 199 Northstar Chemical 04/17/2026 1,814.49
15672 302 Office Depot, Inc./ODP Business Solutions, LLC 04/17/2026 352.01 15673 201 O'reilly Automotive, Inc. 04/17/2026 584.17
15674 1735 BlueTriton Brands, Inc Primo Brands 04/17/2026 279.25 15675 1015 Pyro Spectaculars 04/17/2026 14,670.00
15676 UB*02173 TRINIDAD RAMOS 04/17/2026 118.93
15677 433 Razzari Ford 04/17/2026 1,900.15
15678 1808 Ross F Carroll Inc 04/17/2026 5,575.00
15679 561 Safe-T-Lite of Modesto, Inc. 04/17/2026 847.31 15680 1330 James D Sanders 04/17/2026 400.00
15681 834 Speedy Bee Car Wash and Detail Center 04/17/2026 603.64 15682 1068 Steele Public Safety Systems 04/17/2026 1,120.00 15683 1606 SVA Architects, Inc. 04/17/2026 14,250.00
15684 1803 Toshiba Financial Services 04/17/2026 1,632.54 15685 284 Trans Union LLC 04/17/2026 251.75
15686 1552 Turbo Data System, Inc. 04/17/2026 766.59
15687 277 Valley Farm Supply Stores, Inc. 04/17/2026 362.15 15688 486 Sunil Verma DC 04/17/2026 100.00
15689 UB*02172 Visionary Property Management Group 04/17/2026 73.15 15690 210 WGR Southwest, Inc. 04/17/2026 2,884.78
Total for 4/17/2026: 364,176.66
15691 395 Administrative Solution, Inc. 04/24/2026 300.00 15692 396 American Fidelity Assurance 04/24/2026 3,331.19 15693 397 American Fidelity Assurance Company 04/24/2026 1,295.76 15694 393 California State Disbursement Unit 04/24/2026 2,318.74 15695 437 Operating Engineers Local 3 04/24/2026 477.00 15696 438 Operating Engineers Local Union No.3 04/24/2026 720.00 15697 598 Standard Insurance Company RB 04/24/2026 5,823.77 15698 1284 State of California 04/24/2026 130.16
15699 564 Texas Life Insurance 04/24/2026 260.60
15700 608 Vision Service Plan- CA 04/24/2026 1,616.99
15701 1848 A&A Aulakh Farms 04/24/2026 25,000.00
15702 251 ABS Direct, Inc. 04/24/2026 114.99
15703 252 Allways Towing 04/24/2026 550.00
15704 1307 Amazon Capital Services 04/24/2026 358.86
15705 1810 Amerine Systems Inc. 04/24/2026 28,229.25
15706 UB*02175 MARJA AVILA 04/24/2026 148.38
15707 320 California Building Standards Commission 04/24/2026 68.40 15708 283 CoreLogic Solutions, LLC 04/24/2026 200.00
15709 1308 CSG Consultants, Inc. 04/24/2026 20,159.00
15710 321 Department of Conservation Division of Adm Service 04/24/2026 150.61 15711 1831 Environmental Systems Research Institute, Inc04/24/2026 700.00 15712 260 First Communications, LLC 04/24/2026 14.64
15713 727 Garton Tractor, Inc 04/24/2026 60.81
15714 262 Gilton Solid Waste 04/24/2026 6,833.60
15715 356 Gouveia Engineering, Inc. 04/24/2026 268,899.94 15716 425 HdL Coren & Cone 04/24/2026 46.32
15717 482 Hi-Tech EVS, Inc, 04/24/2026 415.00
15718 853 ICMA Membership Payments 04/24/2026 1,200.00
15719 786 J.B, Anderson Land Use Planning 04/24/2026 35,741.15 15720 855 LCAction Police Supply 04/24/2026 8,654.25
15721 276 Livingston True Value Hardware, Inc. 04/24/2026 125.78 15722 524 Merced Chevrolet 04/24/2026 145.80
AP Checks by Date - Summary by Check Date (4/27/2026 9:09 AM) Page 2

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Check No Vendor No Vendor Name Check Date Check Amount
15723 1322 Merced County 04/24/2026 8,000.00
15724 1671 Merced County Auditor/Controller's Office 04/24/2026 62.50 15725 389 Mid Valley IT 04/24/2026 2,431.45
15726 170 MintierHarnish Planning Consulants 04/24/2026 9,189.25 15727 180 Mission Linen Service 04/24/2026 406.79
15728 UB*02174 ALICIA MORENO 04/24/2026 153.48
15729 949 Nova Heating and Air Conditioning 04/24/2026 2,639.25 15730 302 Office Depot, Inc./ODP Business Solutions, LLC 04/24/2026 31.48 15731 201 O'reilly Automotive, Inc. 04/24/2026 384.15
15732 1735 BlueTriton Brands, Inc Primo Brands 04/24/2026 385.36 15733 553 Rahn's Fire & Safety Services 04/24/2026 1,666.31 15734 208 Saenz Pest Control, Inc. 04/24/2026 131.00
15735 561 Safe-T-Lite of Modesto, Inc. 04/24/2026 622.16 15736 309 St. Francis Electric 04/24/2026 2,243.00
15737 440 Target Specialty Products 04/24/2026 118.89
15738 1268 Totally Delicious Catering 04/24/2026 2,430.00 15739 313 U.S. Bank Equipment Finance 04/24/2026 688.15 15740 277 Valley Farm Supply Stores, Inc. 04/24/2026 58.20 15741 367 Verizon Wireless 04/24/2026 1,448.98
Total for 4/24/2026: 447,181.39
Report Total (117 checks): 881,849.85
AP Checks by Date - Summary by Check Date (4/27/2026 9:09 AM) Page 3

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Accounts Payable
User:

Printed:
[email protected]
4/27/2026 10:15 AM
Checks by Date - Summary by Check Date
Check No Vendor No Vendor Name Check Date Check Amount
1000432 SIT State Tax Payments 04/09/2026 30,521.21
1000433 PERS Public Employ Retire System 04/09/2026 67,064.09 Total for 4/9/2026: 97,585.30
Report Total (2 checks): 97,585.30
AP Checks by Date - Summary by Check Date (4/27/2026 10:15 AM) Page 1 (irty o,f Uving1sto1n
1416 C Stroot
Livingston, CA 95334

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MEETING MINUTES

SPECIAL AND REGULAR MEETING

LIVINGSTON CITY COUNCIL
APRIL 21, 2026
A Special and Regular Meeting of the Livingston City Council was held on April 21, 2026, in the City Council Chambers with Mayor Moran presiding.

SPECIAL MEETING
Mayor Moran called the meeting to order at 6:03 p.m.

ROLL CALL
Mayor Jose A. Moran
Mayor Pro Tem Gurpal Samra
Council Member Singh Uppal
Council Member Jason Roth
Council Member Robert Wallis (Absent)

PLEDGE OF ALLEGIANCE
The pledge of allegiance to the flag was recited

MOMENT OF SILENCE
There was a moment of silence for First Responders and Military Members.

CITIZEN COMMENTS
Mayor Moran opened and closed citizen comments at 6:05 p.m., as there were no comments from the public, the Council went into Closed Session immediately thereafter to discuss the following matters.

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CLOSED SESSION

6. Conference with Labor Negotiator (Government Code
Section
54957.6) Labor Negotiator:

Jose Antonio Ramirez, City Manager
Employee Organizations:

OE3- Clerical Bargaining Unit
OE3 - Police Supervisory Employees
Association OE3 - Livingston Police
Officer Association

7. Conference with Legal Counsel – Anticipated Litigation – significant exposure to litigation pursuant to Government Code § 54956.9(d)(2), (e)(1), 1 matter

8. Labor Negotiations (Government Code Section 54957.6) Agency Negotiator: City Manager
Employee Organizations: All Unrepresented City Employees

REGULAR MEETING
Mayor Moran called the meeting to order at 7:00 p.m.

PLEDGE OF ALLEGIANCE
The pledge of allegiance to the flag was recited

MOMENT OF SILENCE
There was a moment of silence for First Responders and Military Members.

ROLL CALL
Mayor Jose A. Moran
Mayor Pro Tem Gurpal Samra
Council Member Singh Uppal
Council Member Jason Roth
Council Member Robert Wallis (Absent)

CLOSED SESSION ANNOUNCEMENT
No reportable action was taken.

CHANGES TO THE AGENDA
Motion: M/S Uppal/Samra to move items 13 and 14 before item 12. The motion carried 4-0-1 by the following roll call vote:

AYES: Council Members: Uppal, Samra, Roth, and Moran
NOES: Council Members: None
ABSENT: Council Members: Wallis
IZI
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CITIZEN COMMENTS
Mayor Moran opened and closed citizen comments at 7:03 p.m., as there were no comments from the public.

AWARDS, PRESENTATIONS, PROCLAMATIONS

1. Presentation by Sam Zantzinger, Head of Onsite Generation and Electrification and Tiffany Nguyen, Asset Manager, ForeFront Power: WWTP Solar Project Performance Update.

Sam Zantzinger introduced this item.

Mayor Moran opened and closed public comments at 7:12 p.m. as there were no comments from the public.

RECEIVE AND FILE

2. Receive and file the Annual Comprehensive Financial Report for the fiscal year ending June 30, 2025.

James Butera presented this item.

Mayor Moran opened and closed public comments at 7:29 p.m. as there were no comments from the public.

COUNTY SUPERVISOR’S ANNOUNCEMENTS AND REPORTS
Supervisor Jim Pacheco Announcements and Reports.

Merced County Supervisor Jim Pacheco gave a report.

ANNOUNCEMENTS AND REPORTS
Clerk Notes: Mayor Pro-Tem Samra stepped down from the dais at 7:08 p.m. and returned at 7:10 p.m.

City Staff Announcements and Reports.
• Mario Gouveia, City Engineer – Project Updates.

Mayor Moran opened and closed public comments at 8:06 p.m. as there were no comments from the public. • Jacquie Benoit, Recreation Superintendent.

City Manager Announcements and Reports.
• Jose A. Ramirez, City Manager

None.

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CONSENT AGENDA

3. Ratify Warrants Register Dated April 10, 2026.

4. Approval of Minutes of Meeting Held on April 7, 2026.

5. Consideration of Adopting a Resolution Approving the Amended and Restated MidAmerica Administrative and Retirement Solutions Health Reimbursement Arrangement (HRA) Service Agreement and Authorizing the City Manager to Execute All Related Documents.

6. Consideration Of Adopting a Resolution Approving a Purchase Agreement with NeoGov For the Continued Services of Recruit Module Applicant Tracking Software and Authorizing the City Manager to Execute All Related Documents on Behalf of the City.

7. Consideration of Adopting a Resolution Ratifying Emergency Repairs and Cleaning to the Old 99 Storm Lift Station; 1) Approve the Emergency Service Call From Shannon Pump Co. & Teeples Pluming & Drilling Inc. in the Amount of $28,467.54; 2) Authorize the Finance Department to Make a Supplement Appropriation to the Wastewater Enterprise Fund in the Amount of $28,467.54; 3) Authorize the City Manager to Execute All Required Documents.

8. Consideration of Adopting a Resolution Approving and Authorizing the Mayor to Execute the 2026 Restated Joint Powers Agreement of the Transit Joint Power Authority of Merced County (TJPA).

9. Consideration of Waiving Second Reading and Adopting Ordinance Amending Chapter 2-4 of Title 3 of the Livingston Municipal Code Regulating Sidewalk Vending.

10. Consideration of Waiving Second Reading and Adopting Ordinance Amending Livingston Municipal Code Section 1-12-2 Regarding Surplus Property Disposal Procedures.

11. Consideration of Adopting a Resolution Continuing the Local Emergency Due to the Public Health and Property Threat Created by the Well 9 Failure (4/5 Vote Required).

Mayor Moran opened and closed public comments at 8:16 p.m., as there were no comments from the public.

Motion: M/S Samra/Roth to approve consent agenda items. The motion carried 4-0-1 by the following roll call vote:

AYES: Council Members: Uppal, Samra, Roth, and Moran
NOES: Council Members: None
ABSENT: Council Members: Wallis

DISCUSSION AND POTENTIAL ACTION ITEMS

13. Consideration of Adopting a Resolution Appointing Terika Smith to the City of Livingston Parks, Recreation, and Arts Commission as an Alternate Member for the Term of April 21, 2026, through January 31, 2030.

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Recreation Superintendent Jacquie Benoit presented this item.

Applicant introduced herself and provided a brief background.

Mayor Moran opened and closed public comments at 8:21 p.m. as there were no comments from the public.

Motion: M/S Samra/Moran to approve Resolution Appointing Terika Smith to the City of Livingston Parks, Recreation, and Arts Commission as an Alternate Member for the Term of April 21, 2026, through January 31, 2030. The motion carried 4-0-1 by the following roll call vote:

AYES: Council Members: Uppal, Samra, Roth, and Moran
NOES: Council Members: None
ABSENT: Council Members: Wallis

14. Mayor Moran will administer the Oath of Office to Appointed Alternate Parks, Recreation, and Arts Commissioner.

Mayor Moran administered the oath of office to Terika Smith.

PUBLIC HEARING

12. Consideration of Adopting a Resolution to Approve a Twelve-Month Extension for Conditional Use Permit No. 2019-03 and Site Plan and Design Review Application 2019-04 – The Villages at Main Residential Apartment Community on Property Generally Located on the East Side of Main Street, South of Peach Avenue (APN No. 047-280-020 and 047-280-029).

Clerk Notes: Council Member Roth stepped down the dais at 8:25 p.m. and returned at 8:27 p.m.

Contract City Planner Miguel Galvez introduced this item and responded to Council questions.

The applicant’s representative, Haren Sanghera, responded to council questions.

Mayor Moran opened and closed public comments at 8:44 p.m. as there were no comments from the public.

Council Member Uppal confirmed for the record that there is proof that the pipe was built and paid for.

Contract City Planner Miguel Galvez confirmed that he received receipts that show that work was done.

City Attorney recommended that an amendment be made to the bottom of page two of the resolution, where it states, “Now, therefore be resolved that the city council of the City of Livingston adopt this resolution approving a 12-month extension to March 18, 2027, modify the language to state, “six-month extension to October 21, 2026.” Motion: M/S Moran/Samra to approve Resolution to Approve a Six-Month Extension for Conditional Use Permit No. 2019-03 and Site Plan and Design Review Application 2019-04 – The Villages at Main Residential Apartment Community on Property Generally Located on the East Side of Main Street, South of Peach Avenue (APN No. 047-280-020 and 047-280-029). The

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motion carried 4-0-1 by the following roll call vote:

AYES: Council Members: Uppal, Samra, Roth, and Moran
NOES: Council Members: None
ABSENT: Council Members: Wallis

ANNOUNCEMENTS AND REPORTS
City Council Members’ Announcements and Reports.
• Council Member Jason Roth
• Council Member Japjeet Uppal
• Mayor Pro-Tem Gurpal Samra
Mayor’s Announcements and Reports
• Mayor Jose Moran
.

Robert Wallis
• Special City Selection Committee of the San Joaquin Valley Air Pollution Control Board – Robert Wallis, Representative and Japjeet Uppal, Alternative. • City Council Liaison - Livingston Planning Commission – Jason Roth and Alternate Robert Wallis.
• Utility Stakeholders Committee – Japjeet Uppal and Robert Wallis.

Jason Roth
• Merced County Local Agency Formation Commission (LAFCO) Jason Roth, Representative.
• Merced County Mosquito Abatement District Board of Directors – Gurpal Samra, Representative and Jason Roth, Alternate.
• City Council Liaison - Livingston Planning Commission – Jason Roth and Alternate Robert Wallis.

Jose Moran
• Central Valley Division League of California Cities – Jose Moran, Representative and Japjeet Uppal, Alternate.

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• Merced County Association of Governments (MCAG) Governing Board – Gurpal Samra, Representative and Jose Moran, Alternate.
• City Council Liaison - Parks, Recreation and Arts Commission – Jose Moran and Alternate Liaison Japjeet Uppal.

COUNCIL DIRECTION ON FUTURE AGENDA ITEMS
• At the last meeting of May, Council Member Uppal would like to have the Livingston teams that won Championships be recognized at the Council Meeting.

ADJOURNMENT
The meeting was adjourned by consensus at approximately 9:12 p.m. __________________________________
Deputy City Clerk of the City of Livingston
APPROVED:
_____________________________
Mayor or Mayor Pro Tempore
The written meeting minutes reflect a summary of specific actions taken by the City Council. They do not necessarily reflect all of the comments or dialogue leading up to the action. All meetings are digitally recorded and are an official record of the meeting’s proceedings. Digitally recorded verbatim minutes are available upon request and may be obtained at Livingston City Hall.

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ELECTED OFFICIAL’S REPORT
AGENDA ITEM: Treasurer's Report February 2026
MEETING DATE: May 5, 2026
PREPARED BY: Parwinder Singh Uppal – Elected City Treasurer RECOMMENDATION:

Receive and File Treasurer's Report for the month ending February 28, 2026.

BACKGROUND:

The Treasurer's Report is required to be presented to the governing body.

DISCUSSION:

Total Cash and City Investments including cash in the bank, and cash in the Local Agency Investment Fund are $43,485,854.63.

The attached Treasurer's report is a "snapshot" report of our cash position on the last day of the month in all our accounts per Bank Statements.

FISCAL IMPACT:

None.

ATTACHMENTS:

February 28, 2026, Treasurer’s Report with signature

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Total Cash & Investments Totals 43,485,854.63
Notes
1) There are currently no Investments, In an Institution, with a Maturity Date, and/or a Maturity Date of 12 Months or More. The City's Portfolio consists of Non Interest Bearing Items in F&M Bank, and funds deposited with the State Local Investment Agency (LAIF) 2) Percentage Yield Rate from the LAIF Website "PMIA Average Monthly Yield" Prepared By:

TREASURER'S REPORT
Bank Statement Period Ending
Report Date
Meeting Date
February 28, 2026
April 3, 2026
May 5, 2026
The following cash and investment information pertainsto the period ending per Bank Statements Average
Investment Monthly
Institution Acct# Type Yield %
State of California LAIF (Local Agency
Investment Fund) xx-xx-463 Pooled 3.871%
Parwinder Singh Uppal - City Treasurer
Balance
37,933,220.49
5,175,530.78
14,498.46
299,025.75
63,579.15
5,552,634.14
Non Interest Bearing Items
Farmers & Merchants Bank xxxxxx5801
Farmers & Merchants Bank xxxxxx6601
Farmers & Merchants Bank xxxxxx8201
Farmers & Merchants Bank xxxxxx3401
Subtotal F&M Bank
Operating Account
Payroll Account
Web Payments Account
Rec Desk Account
N/A
N/A
N/A
N/A
Subtotal

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ELECTED OFFICIAL’S REPORT
AGENDA ITEM: Treasurer's Report March 2026
MEETING DATE: May 5, 2026
PREPARED BY: Parwinder Singh Uppal – Elected City Treasurer RECOMMENDATION:

Receive and File Treasurer's Report for the month ending March 31, 2026.

BACKGROUND:

The Treasurer's Report is required to be presented to the governing body.

DISCUSSION:

Total Cash and City Investments including cash in the bank, and cash in the Local Agency Investment Fund are $43,609,274.69.

The attached Treasurer's report is a "snapshot" report of our cash position on the last day of the month in all our accounts per Bank Statements.

FISCAL IMPACT:

None.

ATTACHMENTS:

March 31, 2026, Treasurer’s Report with signature

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Total Cash & Investments Totals 43,609,274.69
Notes
1) There are currently no Investments, In an Institution, with a Maturity Date, and/or a Maturity Date of 12 Months or More. The City's Portfolio consists of Non Interest Bearing Items in F&M Bank, and funds deposited with the State Local Investment Agency (LAIF) 2) Percentage Yield Rate from the LAIF Website "PMIA Average Monthly Yield" Prepared By:

TREASURER'S REPORT
Bank Statement Period Ending
Report Date
Meeting Date
March 31, 2026
April 13, 2026
May 5, 2026
The following cash and investment information pertainsto the period ending per Bank Statements Average
Investment Monthly
Institution Acct# Type Yield %
State of California LAIF (Local Agency
Investment Fund) xx-xx-463 Pooled 3.826%
Parwinder Singh Uppal - City Treasurer
Balance
38,118,220.49
5,052,821.43
161,001.56
196,740.05
80,491.16
5,491,054.20
Non Interest Bearing Items
Farmers & Merchants Bank xxxxxx5801
Farmers & Merchants Bank xxxxxx6601
Farmers & Merchants Bank xxxxxx8201
Farmers & Merchants Bank xxxxxx3401
Subtotal F&M Bank
Operating Account
Payroll Account
Web Payments Account
Rec Desk Account
N/A
N/A
N/A
N/A
Subtotal

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STAFF REPORT
AGENDA ITEM: Resolution (1) Approving Amendment No. 1 to the Contract with Trane Technologies (Trane U.S. Inc.), (2) Authorizing the Finance Department to Make a Supplemental Appropriation in the Amount of $20,562.00 to Fund Change Order No. 1 and (3) Authorizing the City Manager to Execute all Required Documents
MEETING DATE: May 5, 2026
PREPARED BY: Anthony Chavarria, Public Works Director
REVIEWED BY: Jose Antonio Ramirez, City Manager
RECOMMENDATION:

City staff recommends the City Council approve the attached Resolution approving Amendment No. 1 to the contract with Trane Technologies (Trane U.S. Inc.). This amendment outlines adjustments to the scope of work, guarantees, and measurements and verification processes, ensuring continued commitment to energy efficiency improvements and financial savings.

In addition, staff recommend that the City Council authorize the Finance Department to make a supplemental appropriation in the amount of $20,562.00 fund Change Order No. 1 under the Trane Technologies contract. This change order was previously authorized by a former City Manager on November 9, 2021, and provided for the installation of lighting beneath three solar canopy structures.

BACKGROUND:

In 2019, the City of Livingston entered into a Performance Assurance and Contractual Turnkey (PACT) agreement with Trane Technologies. This agreement aimed to implement Energy Conservation Measures (ECMs) to enhance energy efficiency and operational savings across city facilities. Trane guaranteed specified energy and operational savings, backed by precise Measurement and Verification (M&V) protocols.

DISCUSSION:

The proposed Amendment No. 1 arises from the need to adjust certain terms within the original PACT agreement. These adjustments address changes in project scope due to unforeseen circumstances and recalibrate guarantees to reflect realistic operational capabilities and measurement and verification methodologies.
• Revised Scope of Work: The amendment details a modified scope involving the modification of lighting scopes, solar pv data collection methods, and removal of scope impacted by City driven infrastructure changes, ensuring alignment with implemented scope. • Guarantees: Trane continues to ensure energy and operational savings, albeit with modified parameters to suit the revised project measures.
• Measurement & Verification Adjustments: The M&V strategy will now include modified measurement methods to accurately track and report savings, bolstering confidence in achieved goals.

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Change Order No. 1 – Solar Canopy Lighting:

On November 9, 2021, a former City Manager approved Change Order No. 1 in the amount of $39,685.00 to install lighting beneath four solar canopy structures—two at Joseph Gallo Park, one at Max Foster Park and one at the Police Department. This improvement enhanced public safety and usability of the park facilities during evening hours.

A credit in the amount of $18,121.00 was subsequently applied to the contract for owner-performed landscape repairs associated with the photovoltaic (PV) installation at Joseph Gallo Park. After applying this credit, the net cost of Change Order No. 1 is $20,562.00.

While the change order was administratively approved at the time, the associated budget appropriation was not formally completed. Staff is requesting City Council appropriation of the remaining balance to reconcile the project budget and ensure proper accounting of project expenditures.

FISCAL IMPACT:

The amendment entails no additional costs to the contract ($0) but results in an overall reduction in first year energy cost savings of ($18,465). This expenditure is anticipated to be offset by the continued and potentially enhanced savings from the implemented ECMs, maintaining the project's cost-effectiveness in addition to the large amount of energy cost savings accumulated during construction and already realized by the City.

Change Order No. 1 – Solar Canopy Lighting:

Additionally, staff is requesting a supplemental appropriation to the Fiscal Year 2025/2026 budget in the Grant Capital Expenditures Fund and Water Capital Fund for a total amount of $20,562.00 to cover the net cost of Change Order No. 1. The original change order totaled $39,685.00; however, a credit of $18,121.00 was applied for City-performed landscape repairs, resulting in a remaining balance of $20,562.00.

Fund Account Amount
Grant Capital Expenditures 1300-600-7530 $2,056.00
Water Capital 2104-830-7530 $18,506.00
Total $20,562.00
ATTACHMENTS:

1. Resolution No. 2026-__

2. Exhibit A-PACT Amendment No. 1 - City of Livingston and exhibits appendix.

3. Exhibit B- Change Order Proposal from Trane

4. Exhibit C- Signed Change Order Proposal from Trane

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RESOLUTION NO. 2026-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LIVINGSTON (1) APPROVING AMENDMENT NO. 1 TO THE CONTRACT WITH TRANE
TECHNOLOGIES (TRANE U.S. INC.), (2) AUTHORIZING THE FINANCE

DEPARTMENT TO MAKE A SUPPLEMENTAL APPROPRIATION IN THE AMOUNT OF $20,562.00 TO FUND CHANGE ORDER NO. 1 AND (3) AUTHORIZING THE CITY

MANAGER TO EXECUTE ALL REQUIRED DOCUMENTS
WHEREAS, in 2019, the City of Livingston entered into a Performance Assurance and Contractual Turnkey (PACT) agreement with Trane Technologies (Trane U.S. Inc.) to implement Energy Conservation Measures (ECMs) to enhance energy efficiency and operational savings across city facilities; and
WHEREAS, the PACT agreement included guaranteed energy and operational savings backed by precise Measurement and Verification (M&V) protocols; and WHEREAS, Amendment No. 1 to the agreement is necessary to revise the scope of work due to unforeseen circumstances, adjust savings guarantees to reflect realistic operational capabilities, and update measurement and verification methodologies to include modified measurement methods to accurately track and report savings, bolstering confidence in achieved goals; and
WHEREAS, on November 9, 2021, a former City Manager approved Change Order No. 1 in the amount of $39,685.00 for installation of lighting beneath four solar canopy structures located at Joseph Gallo Park, Max Foster Park and the Police Department; and WHEREAS, a credit in the amount of $18,121.00 was subsequently applied to the contract for owner-performed landscape repairs associated with the photovoltaic (PV) installation at Joseph Gallo Park, resulting in a net cost of $20,562.00; and WHEREAS, while the change order was administratively approved at the time, the associated budget appropriation was not formally completed; and WHEREAS, staff is now requesting City Council appropriation of the remaining balance to reconcile the project budget and ensure proper accounting of project expenditures; and NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Livingston hereby:

1. Finds that the foregoing recitals are true and correct and incorporated by reference.

2. Approves Amendment No. 1 to the contract with Trane Technologies (Trane U.S. Inc.).

3. Authorizes the Finance Department to make a supplemental appropriation in the amount of $20,562.00 to fund Change Order No. 1 under the Trane Technologies contract in Fiscal Year 2025/2026 in the Grant Capital Expenditures Fund and Water Capital Fund.

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Fund Account Amount
Grant Capital Expenditures 1300-600-7530 $2,056.00
Water Capital 2104-830-7530 $18,506.00
Total $20,562.00

4. Authorizes the City Manager to execute all required documents.

5. This Resolution will become effective immediately.

I hereby certify that the foregoing Resolution No. 2026-___ is a full, true and correct copy of a resolution duly passed and adopted by the City Council of the City of Livingston at a regular meeting thereof duly held on the 5th day of May 2026, by the vote recorded as follows:

AYES:

NOES:

ABSENT:

ABSTAIN:

By:

Jose A. Moran, Mayor
of City of Livingston
ATTEST
Monica Cisneros, Deputy City Clerk
of the City of Livingston

APPROVED AS TO LEGAL FORM
________________________
Marc Tran, City Attorney

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City of Livingston and Trane
Trane Project No.

Amendment No. 1 to PACTTM Agreement
This Amendment No. 1 is made and entered into as of the day of , 20 , to amend that certain PACTTM Agreement (hereinafter the "Agreement"), dated as of , by and between Trane U.S. Inc., (hereinafter "Trane") and the City of Livingston (hereinafter "Customer").

In consideration of the agreements of the parties herein contained, and other and further consideration, the receipt and sufficiency of which the parties do hereby acknowledge, Trane and Customer do hereby agree as follows:

1. Due to the changes to the sites during the construction phase, the PACT agreement guaranteed savings amount will be reduced based on the ECMs associated with all sites. The Grand Total Energy Savings in Table 2 of the PACT contract will be reduced in consumption from 1,146,695 kWh to 1,049,177 kWh, while demand will remain unchanged at 31 kW and water will remain unchanged at 24,572 gal.
a. Energy & Operational Savings (Exhibit E-2 Energy & Operational Savings)

2. All Energy Conservation Measures (ECMs) described in this section are supported by the new exhibits contained in Section 2, which is shown on page 2 of this document. i. Council Chambers. The scope of the Council Chambers and the guaranteed savings will remain the same.
ii. BAS scope and the guaranteed savings will remain the same. The postconstruction measurement methodology for this ECM will change from Option C to Mutually Agreed.
iii. HVAC scope and the guaranteed savings will remain the same. The postconstruction measurement methodology for this ECM will change from Option C to Mutually Agreed.
iv. Water Measures scope and the guaranteed savings will remain the same. The post-construction measurement methodology for this ECM will change from Option C to Mutually Agreed.
b. Lighting post-construction measurement and verification requirements will change from Option C to Option (Mutually Agreed), see sub exhibit E.2.1. i. Well #15 was projected to upgrade lighting under Option A. Removing Well #11 from the scope will reduce the guaranteed savings in sub exhibit E.2.1 and postconstruction measurement and verification requirements. Well #15 lighting was projected to save 1,039 kWh. Removal of this site will reduce E.3 from 20,990 kWh to 19,951 kWh.
c. VFD (Variable Frequency Drive) post-construction measurement and verification requirements will change from Option A to Option M (Mutually Agreed), see sub exhibit E.2.1.

Well #11 was projected to upgrade well pumps under Option A. Removing Well #11 from the scope will reduce the guaranteed savings in sub exhibit E.3.2 and post-construction measurement and verification requirements. Total VFD Measure savings were projected to save 523,522 kWh. Removal of this site will reduce E.3 from 523,522 kWh to 430,748 kWh.
d. Solar scope and the guaranteed savings will remain the same, see sub-exhibit E.4. – Solar. The post-construction measurement and verification requirements will not change from Option B; however, the measured parameters will change as outlined in the subexhibit due to the availability of an on-site data acquisition system. See sub exhibit E.4.1.

PERFORMANCE AGREEMENT FOR COMFORT FROM TRANE

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i. Solar under-canopy lighting approved in Change Order 1. The increase in energy was 2,562 kWh, which was determined to be within safety factors and not removed from the total anticipated production value.
e. HVAC & Controls
i. Sub-exhibit E.5 was previously not included in option C, and has been added and revised to option M, as detailed for this amendment.
f. Irrigation
i. Sub-exhibit E.6 was previously not included in option C, and has been added and revised to option M, as detailed for this amendment.

3. The following amended documents, “New Exhibits,” have been attached to reflect the changes to the contract. Please refer to the documents themselves for specific details on methodology changes.

Original Exhibit New Exhibit Scope
Exhibit E Exhibit E-2 Energy & Operational Savings
Exhibit E.1 Exhibit E.1.1 Lighting
Exhibit E.3 Exhibit E.3.1 Variable Frequency Drive(S)
Exhibit E.4 Exhibit E.4.1 Solar PV
n/a Exhibit E.5 HVAC & Controls
n/a Exhibit E.6 Irrigation
Except as expressly provided herein, no other provisions of the PACT Agreement are amended.

City of Livingston and Trane
Trane Project No.

Amendment No. 1 to PACTTM Agreement
IN WITNESS WHEREOF, the duly authorized representatives of the parties have each executed this Amendment No. 1, effective as of the date first above written.

Trane U.S. Inc. City of Livingston
By: ___________________________________ By: ________________________________

Its: Its:

Date: ________________________ Date: _________________________ [Signature Page to Amendment No. 1 to PACT Agreement, dated as of ]

PERFORMANCE AGREEMENT FOR COMFORT FROM TRANE

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© 2018 Trane All rights reserved INITIALED BY: ____Customer ____Trane Confidential and Proprietary Information of Trane U.S. Inc. Exhibit E (041718R), Trane Project No.: # ™PACT is a trademark of Trane U.S. Inc.

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EXHIBIT E-2
Energy Savings Guarantee & Operational Savings
Section 1. Energy Savings Guarantee. The Parties agree that the Exhibits attached hereto are revised in their entirety and shall supersede and replace all prior versions of the same Exhibits, which are hereby null and void. The values, savings, and other terms contained in these revised Exhibits shall constitute the Guaranteed Savings for all purposes of this Agreement, including Measurement & Verification obligations. In the event of any conflict between the terms of this Amendment and prior documents, this Amendment shall govern. Subject to the terms and conditions of this Exhibit E and the sub-Exhibits hereof, Trane guarantees that, as a result of the Services Trane will furnish hereunder, Customer will realize the energy savings shown in Table 1 (the “Energy Savings”), in each consecutive twelve-month period following the Commencement Date (each such twelve-month period, a "Guarantee Year") for the Guarantee Term (collectively, the “Energy Savings Guarantee”). The Energy Savings Guarantee is for energy savings in the aggregate, not on a per building basis, per energy conservation measure (“ECM”), or by fuel type, notwithstanding the presentation of the Energy Savings in this Exhibit, the sub-Exhibits hereto, or in any other document.

In addition to Energy Savings, Trane and Customer agree that Customer will realize Operational Savings as a result of Trane’s performance of the Services, as more fully described in Section 5 and in the applicable sub-Exhibits hereof.

Table 1 below sets forth the monetary value of Energy Savings and Operational Savings (calculated utilizing the Adjusted Base Utility Rate(s) and applicable annual Operational Savings escalation).

Table 1 – Monetary Value of Annual Energy Savings and Operational Savings Calculated Utilizing the Applicable Adjusted Base Utility Rate and Applicable Annual Operational Savings Escalation Total Savings ($)
Year Energy
Savings
Operational Savings
(Mutually Agreed
upon by Customer
and Trane)
Total
Savings
1 $199,667 $10,100 $209,767
2 $205,657 $10,403 $216,060
3 $211,826 $10,715 $222,541
Grand Total $617,150 $31,218 $648,368
Section 2. Measurement and Verification of Energy Savings Four (4) different methods may be utilized to measure and verify (“M&V”) Energy Savings. Each method is in accordance with the International Performance Measurement and Verification Protocol (IPMVP). The four (4) M&V methods are summarized below. Under certain circumstances, the parties may find it cost effective to mutually agree to certain Energy Savings and eliminate the need to M&V such Energy Savings in accordance with the M&V methods described below. In such event, the parties will separately outline such mutually agreed Energy Savings in this Exhibit E and the sub Exhibits hereto.

Option A. Retrofit Isolation: Key Parameter Measurements. The verification techniques for Option A determine energy savings by measuring the capacity or efficiency of a system before and after a retrofit, and multiplying the difference by a mutually agreed-upon factor, such as hours of operation or

PERFORMANC E AGREEMENT FOR COMFORT FROM TRAN E
I I

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load on the system. Careful review of ECM design and installation ensure that the mutually agreed upon values fairly represent the probable actual value.

Option B. Retrofit Isolation : All Parameter Measurements. Verification techniques for Option B are designed for projects where long-term continuous measurement of performance is desired. Under Option B, individual loads are continuously monitored to determine performance, and this measured performance is compared with a baseline to determine savings. Option B M&V techniques provide longterm persistence data on ECM operation and performance. This data can be used to improve or optimize the operation of the equipment on a real-time basis, thereby improving the benefit of the retrofit. Option B also relies on the direct measurement of affected end uses.

Option C. Whole Facility. Verification techniques for Option C determine savings by studying overall energy use in a facility and identifying the effects of energy projects from changes in overall energy use patterns. This approach is intended for measurements of the whole-facility or specific meter baseline energy use, and measurements of whole-facility or specific meter post-implementation (Post) energy use can be measured. The methodology to establish baseline and Post parameter identification, modeling approach and baseline or model adjustments will be defined in the applicable sub-Exhibit.

Periodic inspections of baseline energy usage, operating practices, and facility and equipment, and meter measurements of the will be necessary to verify the on-going efficient operation of the equipment, systems, practices and facility, and saving attainment.

Option D. Calibrated Simulation. Option D is intended for energy retrofits where calibrated simulation of baseline energy use and calibrated simulations of post-installation energy consumption are used to measure savings from the retrofit. Option D can involve measurements of energy use both before and after the retrofit for specific equipment/systems or whole-building data for calibrating the simulation(s). Simulation routines must be demonstrated to adequately model actual energy performance measured in the facility. This option usually requires considerable skill in calibrated simulation. Energy use simulation is calibrated with hourly or monthly utility billing data and/or end use metering.

Mutually Agreed Savings: This approach is utilized with energy retrofits where M&V costs would have significant negative impact on the savings. Savings are verified mutually by Trane and Customer after installation or commissioning.

Section 3. Summary of Energy Savings and applicable M&V. The type and location of energy conservation measures installed determine which M&V calculation method shall be utilized. Table 2 sets forth the M&V method utilized, by building, ECM or ECM type, as applicable, and the associated Energy Savings. Specific M&V methodologies and any mutually agreed upon values for each savings strategy and applicable M&V method are detailed in the applicable sub-Exhibits to this Exhibit E.

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Table 2 – Annual Energy Savings Guarantee per Building, ECM or ECM Type Building, ECM or ECM Type
Applicable Energy Savings
Mutually Agreed Savings
kWh Saved kW Saved Therms
Saved
Gallons Saved
(fuel oil)
Gallons Saved
(water)
E.1.1 - Lighting 80,394 10.8 - - -
E.3.1 – VFD 430,748 - - - -
E.6 – Irrigation - - - - 24,572
E.5 – BAS and HVAC Upgrade 57,465 19.7
Building, ECM or ECM Type
Option A: Partially Measured Retrofit Isolation
KWH Saved KW Saved Therms
Saved
Gallons Saved
(fuel oil)
Gallons Saved
(water)
- - - -
- -
Building, ECM or ECM Type
Option B: Retrofit Isolation
kWh Saved kW Saved Therms
Saved
Gallons Saved
(fuel oil)
Gallons Saved
(water)
E.4.1 – Solar 480,569 - - - -
Building, ECM or ECM Type
Option C: Whole Facility
kWh Saved kW Saved Therms
Saved
Gallons Saved
(fuel oil)
Gallons Saved
(water)
- - - - - -
Building, ECM or ECM Type
Option D: Calibrated Simulation
kWh Saved kW Saved Therms
Saved
Gallons Saved
(fuel oil)
Gallons Saved
(water)
- - - - - -
Grand Total Energy Savings
kWh Saved kW Saved Therms
Saved
Gallons Saved
(fuel oil)
Gallons Saved
(water)
Guarantee (annual) 1,049,177 31 - - 24,572
Due to rounding of numbers, some numbers in the table above may vary slightly from similar energy references within this Agreement.

Section 4. Calculated Monetary Value of Energy Savings. The monetary value of Energy Savings is derived by multiplying the applicable units of Energy Savings as outlined in Table 2 by the applicable adjusted Base Utility Rate as defined and described in Section 8. Table 3 sets forth the calculated monetary value of the annual Energy Savings in the first Guarantee Year per building, ECM or ECM type for each M&V method.

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Table 3 – Calculated Monetary Value of Annual Energy Savings per Building or ECM Building or ECM (Exhibit
ID#)
Guarantee Options
Total Energy
Savings
Option A Option B Option C Option D
Partially
Measured
Retrofit
Isolation
Retrofit
Isolation
Building or
ECM
(Exhibit ID#)
Guarantee
Options
Mutually
Agreed
Savings
BAS/HVAC - - - $10,692- $10,692
Lighting Improvements - - - - $ 14,951 $14,951
Electric Motors and
Drives - - - - $62,528 $62,528
Renewable Energy
Systems $67,773- - - - $67,773
Water and Sewer
Conservation - - - - $ 43,723 $ 43,723
Total $67,773 - - - $131,894 $ 199,667
* Some of the dollar amounts in the table above may vary slightly from similar dollar amounts within this Agreement due to rounding.

Section 5. Operational Savings. Customer and Trane agree that, as a direct result of the Services, as of the Commencement Date, Customer shall achieve annual operational cost savings in the amounts set forth in Table 1 (“Operational Savings”) during the Guarantee Term. Customer and Trane worked together to identify and quantify the Operational Savings based upon past and projected expenditure data provided by the Customer. Operational Savings may include the categories set forth below (as applicable).
a. Direct Cost Avoidance. Reduction or elimination of costs or expenses in connection with existing or planned service contracts, materials, supplies, energy costs and labor expenditures. Direct cost avoidance Operational Savings may include savings achieved through a reduction in fuel and/or electricity rates (“Energy Rate Optimization Savings”) by one or more of the following means:
(i) Improved rate from local electric utility company, natural gas company, or fuel company;
(ii) Direct purchase of natural gas or electricity; and/or (iii) Bulk purchase of fuel.
b Indirect Cost Avoidance. Customer valuation, including such items as re-deployed labor resources and reduction in overhead; and
c. Future Capital Cost Avoidance. Future replacement expenditures avoided as a result of new equipment installed.

Throughout the Guarantee Term, Operational Savings (in the amounts set forth in Table 1) will be realized in each Guarantee Year and will be deemed to escalate at a rate of three percent (3%) per year as set forth in Table 1. The parties agree that the 3% escalation rate is a reasonable projection of future Operational Savings based upon past inflation experience, escalation in the cost of energy, goods and services experienced by Customer and the parties’ expectations. The Operational Savings are detailed in

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the applicable sub-Exhibits. Operational Savings are mutually agreed upon by the parties and will not be measured, monitored or verified.

Section 6. Construction Period Savings. Energy Savings will accrue as the Services progress during the construction period until the Commencement Date. Trane will calculate and document such Energy Savings as they accrue in accordance with the sub-Exhibit(s) (such savings referred to as “Construction Period Savings”).

Section 7. Commencement Date and Guarantee Term. The "Commencement Date” shall be the first calendar day of the month following the month in which the Date of Final Completion occurs, unless the Date of Final Completion falls on the first calendar day of a month, in which event the Commencement Date shall be the first calendar day of that month. The Energy Savings Guarantee shall begin as of the Commencement Date and, unless this Agreement shall terminate earlier, shall expire on the day immediately preceding the third (3) year anniversary of the Commencement Date (hereinafter the “Guarantee Term”).

Section 8. Base Utility Rates. The Base Utility Rates are the utility rates set forth below and are used to calculate the initial monetary value of Energy Savings. The Base Utility Rate shall be increased annually during the Guarantee Term by three percent (3%) per year, compounded annually (the “Adjusted Base Utility Rates”). The parties agree that such an adjustment is a reasonable projection of future increases in utility rates based on past inflation experience, applicable to utility rates and Customer’s budgetary analysis. In calculating the monetary value of the Energy Savings for the purpose of the Energy Savings Guarantee reconciliation, Trane will use the greater of (i) the then current applicable utility rate unit cost and (ii) the Adjusted Base Utility Rates.

The following are the Base Utility Rates:

Cost of Electricity
Table 4 Electric Rate Structures
Location Name Utility Company Rate Blended Rate
[$/kWh]
City Hall & Fire Station & Council Chambers MID EGS-2 $ 0.17 Police Station MID MD-4 $ 0.14
Walnut Child Development Center MID MD-4 $ 0.15
Well # 08 MID MD-4 $ 0.15
Well # 09 MID MD-4 $ 0.13
Well # 12 MID MD-4 $ 0.12
Well # 16 MID MD-4 $ 0.16
Well # 17 MID MD-4 $ 0.13
Aguilar Park PG&E A-1 $ 0.24
Arakelian Park PG&E A-6 $ 0.21
Barber Shop PG&E B-1 $ 0.24
Gallo Park PG&E A-10 $ 0.20
Livingston Historic Museum PG&E A-1 $ 0.25
Lucero Park PG&E A-1 $ 0.24
Max Foster Sports Complex PG&E A-6 $ 0.23
Public Works PG&E A-1 $ 0.24
Well # 14 PG&E E-19 $ 0.22

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MID: MD-4
PG&E: A-1

PERFORMANC E AGREEMENT FOR COMFORT FROM TRAN E

CUSTOMER BILLING
Customer Charqe per month or portion thereof
Demand Charge:

Per kilowatt (winter)
Per kilowatt (summer)
Energy charge:

Per kilowatt hour

TOTAL RATES
A. Non-Time-of-Use Rates
Total Customer Charge Rates
Customer Charge Single-phase ($ per meter per day)
Customer Charge Poly-phase ($ per meter per day)
Total Energy Rates ($ per kWh)
Summer
Winter
B. Time-of-Use Rates
Total Customer Charge Rates
Customer Charge Single-phase ($ per meter per day)
Customer Charge Poly-phase ($ per meter per day)
Total TOU Energy Rates($ per kWh)
Peak Summer
Part-Peak Summer
Off-Peak Summer
Part-Peak Winter
Off-Peak Winter
PDP Rates (Consecutive Day and Four-Hour Event
Option} *
PDP Charges ($ per kWh)
All Usage During PDP Event
PDP Credits
Energy ($ per kWh}
Peak Summer
Part-Peak Summer
Off-Peak Summer
$0.32854
$0.65708
$0.26693
$0.20639
$0.32854
$0.65708
$0.28093
$0.25728
$0.22992
$0.23667
$0.21576
$0.60
($0.00970)
($0.00970)
($0.00970)

PER METER

PER MONTH
$130.00
$5.50
$13.50
$0.0906
(I)
(I)
(I)
(I)
(I)
(I)
(I)

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PG&E: A-6
PG&E: A-10
PG&E: TC-1

PERFORMAN C E A GREEMENT FOR C OMFORT FROM TRAN E

TOTAL RATES
Total Customer/Meter Charge Rates
Customer Charge Single-phase ($ per meter per day)
Customer Charge Poly-phase ($ per meter per day)
Meter Charge (A-6) ($ per meter per day)
Meter Charge (W) ($ per meter per day)
Meter Charge (X) ($ per meter per day)
Total Energy Rates ($ per kWh)
Peak Summer
Part-Peak Summer
Off-Peak Summer
Part-Peak Winter
Off-Peak Winter
PDP Rates (Consecutive Day and Four-Hour Event Option) • PDP Charges ($ per kWh)
All Usage During PDP Event
PDP Credits
Energy ($ per kWh)
Peak Summer
Part-Peak Summer

TOTAL RATES
Secondary
Voltage
Total Customer/Meter Charge Rates
Customer Charge ($ per meter per day)
12121 ~1:wsi !J B2I!:~ !~ 121:c ~t:ll
Summer
Winter
Total Energl£ Rates (i iier kWh)
Summer
Winter

TOTAL RATES
Customer Charge Rate ($ per meter per day)
Energy Rate ($ per kWh)
$4.59959
$20.05 (I)
$11.81 (I)
$0.17565 (R)
$0.13489 (R)
$0.32854
$0.65708
$0.20107
$0.05914
$0.20107
$0.57787 (1)
$0.28105 (I)
$0.20945 (I)
$0.22452 (I)
$0.20627 (I)
$1 .20
($0.14528)
($0.02906)
Primary Transmission
Voltage
$4.59959
$18.90 (I)
$12.05 (I)
$0.16392 (R)
$0.13013 (R)
$0.32854
$0.20142
Voltage
$4.59959
$12.94 (I)
$9.12 (I)
$0.12947 (R)
$0.10869 (R)

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Cost of Water/Sewer
Table 4.3
Site SA # $/kGal
Arakelian Park 101072-022 $1.63
Don Meyer Park 101072-021 $2.05
Gallo Park (Well # 13) 101072-029 $1.79
Lucero Park 101072-027 $1.72
Max Foster Sports Complex 101072-031 $1.81
Memorial Park and Alvernaz Field 101072-028 $1.86
Total $1.81
Section 9. Base Conditions
Total Energy Savings will be calculated using the Base Facility Utility Consumptions defined in Table

5. The savings and forecast shown below are for facilities and do not include any adjustments that may be necessary at the time of reconciliation as defined in Section 11. This Base Facility Utility Consumption will be used as the reference against which future years utility usage will be compared to determine the Actual Savings.

Table 5 - Base Facility Utility Consumption
Site
Annual Baseline
kWh kW kGal
Unused – for reference only - - -
Total
Due to rounding of numbers, some numbers in the table above may vary slightly from similar energy references within this Agreement.

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Section 10. Building Operation
The following operational parameters were collaboratively agreed upon by Customer and Trane and form the basis for calculating Energy Savings. Customer bears the risk of decreased Energy Savings if the facilities are operated outside of these operational parameters. Variation from these parameters will permit Trane to make an adjustment to the Baseline as indicated in Section 11.

Table 5 – Operational Parameters
Bldg Type Day Occupied Hours Occupied
Temps
Set back
hours
Set back temps
Barber Shop All Occupied Days 9AM - 6PM 70 ht, 74 clg 6PM - 12AM 64 Ht, 91 clg 12AM to 9AM
Mon & Sun All Hours 64 Ht, 91 clg
Holiday All hours 64 Ht, 91 clg
City Hall All Occupied Days 6AM - 5PM 70 ht, 74 clg 5PM - 12AM 64 Ht, 91 clg 12AM to 6AM
Weekend All Hours 64 Ht, 91 clg
Holiday All hours 64 Ht, 91 clg
Council Chambers All Occupied Days 6AM - 5PM 70 ht, 74 clg 5PM - 12AM 64 Ht, 91 clg 12AM to 6AM
Weekend All Hours 64 Ht, 91 clg
Holiday All hours 64 Ht, 91 clg
Max Foster Sports
Complex
All Occupied Days 12AM – 6AM 70 ht, 74 clg 6PM - 8AM 64 Ht, 91 clg 7PM - 12PM 5PM to 7PM
Weekend All Hours 64 Ht, 91 clg
Holiday All hours 64 Ht, 91 clg
Museum All Occupied Days 1PM - 6PM 70 ht, 74 clg 6PM - 12AM 64 Ht, 85 clg 12AM to 1PM
Weekend All Hours 64 Ht, 85 clg
Holiday All hours 64 Ht, 85 clg
Public Works All Occupied Days 6AM - 6PM 70 ht, 74 clg 6PM - 12AM 64 Ht, 91 clg 12AM to 6AM
Weekend All Hours 64 Ht, 91 clg
Holiday All hours 64 Ht, 91 clg
Walnut Child
Development Center
All Occupied Days 6AM - 6PM 70 ht, 74 clg 6PM - 12AM 64 Ht, 91 clg 12AM to 6AM
Weekend All Hours 64 Ht, 91 clg
Holiday All hours 64 Ht, 91 clg
Customer is responsible to perform the updates to the control system to conform to the above table. The Customer should limit access to thermostats to its facilities staff.

For the purpose of this Agreement, indoor occupied temperature boundaries will be maintained at no warmer than 70° F for heating (ht) and no cooler than 74° F for cooling (clg) (within +/- 2 degrees).

Section 11. Guarantee Reconciliation. Subject to Customer’s obligations to furnish the data and information required hereunder, within ninety (90) days after the final month of each Guarantee Year, Trane will determine and reconcile the verified Energy Savings (the “Verified Savings”) in accordance with this Exhibit and the applicable sub-Exhibits and provide a written report to Customer (the “M&V Report”).

Customer shall review the M&V Report within fourteen (14) days following submittal by Trane thereof and either accept or reject such report in writing. If Customer timely rejects the M&V Report, Customer shall provide Trane with detailed reasons thereof and the parties shall negotiate in good faith to correct or reconcile any deficiencies. If a mutual agreement is reached, Trane shall submit an updated M&V Report to Customer. If the parties are unable to reach agreement, Customer may request an independent audit in accordance with Section 14 hereof. If Customer fails to reject the M&V Report within the fourteen (14) day period outlined above, Customer shall be deemed to have accepted the M&V Report.

Following issuance of the M&V Report, the following shall apply:

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a. If the Verified Savings, together with any Construction Period Savings or Excess Savings that have not been previously applied against any shortfall in Energy Savings, meet or exceed the Energy Savings Guarantee in any Guarantee Year, the Energy Savings Guarantee shall be deemed satisfied for such Guarantee Year. If the Verified Savings exceed the Energy Savings Guarantee in any Guarantee Year, Trane may apply the amount by which the Verified Savings exceed the Energy Savings Guarantee (the “Excess Savings”) to any subsequent Guarantee Year, as applicable.
b. If the Verified Savings, together with any Construction Period Savings or Excess Savings that have not been previously applied against any shortfall in Energy Savings, are less than the Energy Savings Guarantee, Trane shall have the option to correct any issues relating to the Services or implement, with Customer’s approval, additional energy saving measures and thereafter re-perform the Measurement and Verification and generate a new M&V Report. If, following Trane’s corrective measures, the Verified Savings meet or exceed the Energy Savings Guarantee in the Guarantee Year, the Energy Savings Guarantee shall be deemed satisfied for such Guarantee Year and Trane may apply any Excess Savings to any subsequent Guarantee Years, as applicable.
c. If the Verified Savings, together with any Construction Period Savings or Excess Savings that have not been previously applied against any shortfall in Energy Savings, are less than the Energy Savings Guarantee and Trane has not elected or was unable to apply sufficient corrective measures, if any, or install additional energy savings measures pursuant to clause “b” above, then Trane will pay Customer the difference between the Verified Savings and the Energy Savings Guarantee. Upon agreement of Trane and Customer, instead of payment, Trane may provide services and/or product, equal to the value of the payment required hereunder. d. Excess Savings, together with any unused Construction Period Savings, may be applied by Trane retroactively or prospectively to any shortfall in any other Guarantee Year. In the event Excess Savings are applied retroactively and Trane paid Customer (or implemented additional energy conservation measures) for any shortfall, Customer shall reimburse Trane for any such Excess Savings. Notwithstanding the foregoing, any Excess Savings or Construction Period Savings that remain unapplied as of the expiration of the Guarantee Term shall inure to the benefit of the Customer.

Section 12. Adjustments to Baseline. Trane may, at its sole discretion, make adjustments to the Baseline using standard and sound engineering principles as follows:
a. Building Utilization: The total number of building occupants is a variable that may be adjusted for if the number of occupants differs from the Baseline quantity. b. Building Occupancy Hours: The hours the building(s) is/are occupied and/or equipment and/or lighting is utilized is a variable which may be adjusted for if the hours (quantity or time-of-day) differs from the hours identified in this Exhibit E and its sub-Exhibits. Buildings that have Trane energy management equipment will be monitored by Trane to verify hours of equipment operation. Buildings without energy management systems will have to have equipment operation logged by Customer’s building staff as specified in Section 12 of this Exhibit E. c. Weather: Utility bills will be adjusted for weather. d. Building Changes: The Baseline may be adjusted to account for any building square footage changes, remodeling, and addition of equipment or change in usage. Customer agrees to contact Trane within seven (7) calendar days of commencement of any changes or additions of equipment or environments.

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e. Unforeseen Parameters. At Trane’s discretion, the Baseline may be adjusted based on data or other information newly discovered or otherwise not readily available at the time the Baseline was prepared.
f. Customer’s Responsibilities: The baseline may be adjusted for failures by Customer to perform its obligations under the Agreement (including the responsibilities set forth in Section 12 below) or in the event any representation or warranty made by Customer under the Agreement is false or misleading.
g. Baseline Model Adjustment: Any adjustment in the baseline model of the building created as part of the Detailed Energy Analysis appropriate to represent operation of the building if it had been designed, constructed, and/or operated in accordance with local and national codes in place as of the date of the Agreement. Such adjustments can include, but are not limited to, increased ventilation rates for code compliance and the addition of heating and/or air-conditioning to areas that previously had no environment conditioning. The adjustments included in the Detailed Energy Analysis for this project on account of such issues are estimated to result in an energy increase or decrease of 0 kWh, an increase or decrease of 0 kW and an energy increase or decrease of 0 therms.

Section 13. Customer Responsibilities: Customer acknowledges that it has an integral role in achieving Energy Savings and agrees to perform the following responsibilities:
a. Properly maintain, repair, and replace all energy consuming equipment with equipment of equal or better energy and operational efficiencies and promptly notify Trane of the repair and /or replacement, but no later than within fourteen (14) calendar days from the commencement thereof;
b. Make available to Trane upon its request copies of maintenance records and procedures regarding maintenance of the Premises;
c. Promptly provide Trane with notice of system and building alterations at the Premises that impact energy consumption, including but not limited to: energy management systems, automatic door operation, structural, occupancy sensors, photocell/timer control of exterior lighting and heat recovery systems;
d. Log any utility meters and the operation of any energy consuming devices or equipment as directed by Trane and furnish copies of such logs to Trane within thirty (30) calendar days after preparation of the logs;
e. Provide to Trane true, accurate and complete copies of all energy related bills within ten (10) days after Customer's receipt of such bills. The parties stipulate that, in each event that Customer fails to provide an energy related bill within thirty (30) days after the end of the Billing Period to which the bill relates, Customer shall be deemed to have realized that portion of the Total Energy Savings prorated for the utility billing period to which said energy related bill relates and for such subsequent utility billing periods as are affected by an increase in energy and/or demand use that could have been avoided had Trane been provided with the energy related bill in a timely manner. In the event Trane subsequently receives or obtains the untimely energy related bill and such bill discloses that savings were achieved in an amount greater than had been stipulated hereunder, such greater savings will be used in calculating Verified Savings; f. Provide to Trane true, accurate and complete descriptions of all energy consuming devices that, individually or in the aggregate, have a material adverse impact on Energy Savings within seven (7) days after installation and startup of such equipment. This equipment includes, but is not limited to heating, cooling or ventilating equipment, computers and other electronics, water heaters, kitchen equipment, laundry equipment, mobile trailer units, portable hospital equipment.

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The parties stipulate that, in each event that Customer fails to provide this information within thirty (30) days after the startup of such equipment, Customer shall be deemed to have realized that portion of the Energy Savings prorated for the utility billing period to which said energy related bill relates and for such subsequent utility billing periods as are affected by an increase in energy and/or demand use that could have been avoided had Trane been provided with the energy related information in a timely manner. In the event Trane subsequently receives or obtains the untimely energy related bill and such bill discloses that savings were achieved in an amount greater than had been mutually agreed upon hereunder, such greater savings will be used in calculating Verified Savings;
g. Furnish to Trane true, accurate and complete copies of any utility rate schedules or tariffs promptly upon Trane’s request for the same and, in any event, within thirty (30) calendar days after Customer’s receipt of notice of a utility rate change; h. Maintain in effect and fully perform its maintenance obligations throughout the duration of the Guarantee Term; and
i. During the Term of the Agreement, permit only Trane and/or Customer approved personnel to repair, adjust or program equipment, systems, and/or controls covered by this Agreement or affecting equipment, systems, and/or controls covered by this Agreement, except in the event of an emergency, in which event Customer shall immediately notify Trane of the existence of the emergency no later than within twenty-four (24) hours of the commencement of the emergency condition.

Section 14. Exclusions from Trane’s Responsibilities: Trane shall not be responsible for any of the following:
a. Any shortfalls in Energy Savings, failure to satisfy the Energy Savings Guarantee, or for loss, damage or malfunction to equipment, systems, controls or building(s) structures resulting from non-Trane personnel examining, adjusting or repairing equipment, systems, or controls; b. Any failure of Customer to achieve or realize Operational Savings; c. Any damage or malfunction resulting from freezing, corrosion or erosion on the water side of the equipment or caused by scale or sludge on equipment;
d. Problems or damages caused by utility service or damage sustained by equipment or systems; e. Furnishing any items of equipment, material, or labor, or performing tests recommended or required by insurance companies or federal, state, or local governments; and f. Failure or inadequacy of any structure or foundation supporting or surrounding equipment or work or any portion thereof.

Section 15. Independent Audit. Within fourteen (14) days after receipt by Customer of the M&V Report, Customer may provide written notice to Trane that Customer intends to have performed an audit of the savings calculations and billings for the immediately preceding Guarantee Year. Customer and Trane shall thereupon select agreed upon experienced and qualified energy engineering auditors to complete and submit to the parties an audit of the savings calculations and billings for the immediately preceding Guarantee Year. Customer shall pay for the entire cost of the audit. The audit shall be completed within thirty (30) days of selection of the auditor. Exercise of the right to request an audit shall in no way relieve Customer of its continuing obligation to make current payments pursuant to this Agreement. Any payments between the parties necessary to resolve any agreed upon irregularities identified in the audit will be made within sixty (60) days after submission of the audit to the parties.

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Section 16. Detailed Energy Analysis. The “Detailed Energy Analysis,” dated 10/24/2019, presented by Trane, is incorporated herein for the limited purposes of presenting a description of existing conditions and the methodologies used for calculating projected energy savings with respect to the energy conservation measures comprising the Scope of Services in Exhibit B, and any accepted change orders. Statements of savings contained in the Detailed Energy Analysis are projections only and do not constitute, and shall not in any way modify, the statements of Trane’s Energy Savings Guarantee contained in this Exhibit E and the sub-Exhibits.

Section 17. Energy Savings Model. In the event that energy savings models are re-run for an adjustment to the Baseline or to verify Verified Energy Savings, Trane may, at its sole discretion, use the modeling software of its choice.

PERFORMANC E AGREEMENT FOR COMFORT FROM TRAN E

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1.0 Agreed Upon Parameters
The following information in this exhibit (section 1.0) is mutually agreed upon parameters that form the basis of this performance guarantee. These parameters are hereby agreed upon for the purposes of this Agreement as fact, or the baseline for computing energy savings and will not be measured, monitored, or adjusted. a) Applicability
This performance guarantee applies to the Lighting Upgrade energy conservation measure (ECM) installed by Trane at the City of Livingston facilities as listed in this section. A complete scope of work is found in Exhibit B.

Building Address
Aguilar Park 911 F St.

Arakelian Park 1007 J St.

Barber Shop 334 Main St.

City Hall & Fire Station & Council Chambers 1416 C St
Gallo Park (Well # 13) 1201 Parkside Way
Lucero Park Cella Dr.

Max Foster Sports Complex 2550 Walnut Ave.

Museum 1306 C St.

Police Station 1446 C st.

Walnut Child Development Center 2600 Walnut Ave.

Well # 08 Well # 8
Well # 12 Well #12
Well # 14 936 Dwight Way
Well # 16 1168 OKHI St.

Well # 17 1780 Sun Valley Ave.
b) Pre- and Post-Retrofit Conditions
For purposes of this agreement, the Pre- and Post-Retrofit lighting fixture conditions are stated in Table 1a and 1b below. These were determined through the collection of building operation data and lighting audits. For purposes of this guarantee, this data is mutually agreed by Customer and will not be measured, monitored, or adjusted.

Table 1a – Pre and Post-Retrofit Conditions
Building Pre Annual Hours of
Operation
Post Annual Hours of
Operation
Aguilar Park - Exterior 3880 3880
Gallo Park (Well # 13) - Exterior 1910 1870
Well # 08 - Exterior 1910 1870
Well # 15 - Exterior 1910 1870
Well # 16 - Exterior 1910 1870
EXHIBIT E.1.1
Guarantee
Mutually Agreed
Lighting Upgrade

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Building Pre Annual Hours of
Operation
Post Annual Hours of
Operation
Aguilar Park 4100 4100
Arakelian Park 4100 4100
Gallo Park (Well # 13) 4100 4100
Lucero Park 4100 4100
Police Station 4100 4100
Well # 08 4100 4100
Well # 11 4100 4100
Well # 12 4100 4100
Well # 14 4100 4100
Well # 15 4100 4100
Well # 16 4100 4100
c) Computation of Savings
The following written calculation is presented to describe the savings calculations related to lighting upgrades.

The following equations were used to determine savings.

Consumption (kWh)
ௗ௘௦]௉௥௢௣௢ݏݎݑ݋ܪ ݊ݎݑܤ × 𝑘] − ௚௡௜௦௧௜ா௫]ݏݎݑ݋ܪ ݊ݎݑܤ × 𝑘] = ݏ݅݊݃ݒܵܽ ℎ𝑘𝑊 ݎ݋ݐܽܿܨ ݏ݅݊݃ݒܵܽ ݈݅݊݃݋݋ܥ × ݏ݅݊݃ݒܵܽ ℎ௏஺஼ = 𝑘𝑊ுݏ݅݊݃ݒܵܽ ℎ𝑘𝑊
Cooling Savings Factor
= ݎ݋ݐܽܿܨ ݅݊݃ݒܵܽ ݈݅݊݃݋݋ܥ
ݎݕ/ݏݎℎ ݈݅݊݃݋݋ܥ ݂݋ #
ݎݕ/ݏݎℎ 8760
× ܽܿ݁݌ݏ ݋ݐ % ݐ݁ܽܪ ×

3.412
ܴܧܧ
Heating Penalty (Natural Gas Heat)
ݎ݋ݐܽܿܨ ݕݐ݈ܲ݁݊ܽ ݅݊݃ݐ݁ܽܪ × ݏ݅݊݃ݒܵܽ ℎ = 𝑘𝑊ݏ݉ݎ݁ℎܶ
Heating Penalty Factor
= ݎ݋ݐܽܿܨ ݕݐ݈ܲ݁݊ܽ ݅݊݃ݐ݁ܽܪ
ݎݕ/ݏݎℎ ݃ݐܪ ݂݋ #
ݎݕ/ݏݎℎ 8760
−3412 ) × ܽܿ݁݌ݏ ݋ݐ % ݐ݁ܽܪ ×
(݂݂.ܧ ݃.ݐܪ × 100,000
Heating Penalty (Electric Heat)
௖௜௥௧௘௟௘௖ݎ݋ݐܽܿܨ ݕݐ݈ܲ݁݊ܽ ݅݊݃ݐ݁ܽܪ × ݏ݅݊݃ݒܵܽ ℎ = 𝑘𝑊௧௘௔ℎ௥௜௖ ௧௘௟௘௖−௏஺஼ுݏ݅݊݃ݒܵܽ ℎ𝑘𝑊 = ௖௜௥௧௘௟௘௖ݎ݋ݐܽܿܨ ݕݐ݈ܲ݁݊ܽ ݅݊݃ݐ݁ܽܪ
ݎݕ/ݏݎℎ ݃ݐܪ ݂݋ #
ݎݕ/ݏݎℎ 8760
−1 ) × ܽܿ݁݌ݏ ݋ݐ % ݐ݁ܽܪ ×
ܥܱܲு௘௔௧ .
)

d) Presentation of Savings
Guaranteed energy savings are summarized in Exhibit E, “Energy and Operational Savings.” The energy conservation measure described herein will result in the following effect on energy usage:

Total Annual Guaranteed Electricity kWh Energy Use Savings: 80,394 kWh Total Annual Guaranteed Electricity kWh Energy Use Savings: 10.8 kW

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Building Interior Lighting Exterior Lighting
Name  kWh  Dollars kWh  Dollars
Aguilar Park  393 $94 399 $95
Arakelian Park  - - 22 $5
Barber Shop  1,171 $281 295 $71
City Hall & Fire Station  15,857 $2,915 1,483 $242
Council Chambers  3,122 $630 - -
Gallo Park (Well # 13)  122 $24 9,494 $1,884
Lucero Park  264 $62 192 $45
Max Foster Sports Complex  2,211 $499 7,303 $1,647
Museum  6,768 $1,683 81 $20
Police Station  - - 288 $40
Senior Citizen's Center
846 $225 - -

REMOVED FROM SCOPE
Walnut Child Development Center  13,804 $2,098 8,347 $1,268 Well # 08  183 $27 3,410 $498
Well # 11
- - 1,402 $263

REMOVED FROM SCOPE
Well # 12  - - 978 $119
Well # 14  - - 601 $132
Well # 15
61 $10 978 $156

REMOVED FROM SCOPE
Well # 16  122 $20 3,026 $493
Well # 17  - - 458 $60
Total  44,017 $8,333 36,377 $6,619
Total kWh Savings 80,394
Total kW Savings 10.8
Total Dollar Savings $14,951

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1.0 Agreed Upon Parameters
The following information in this exhibit (section 1.0) is mutually agreed upon parameters that form the basis of this performance guarantee. These parameters are hereby agreed upon for the purposes of this Agreement as fact, or the baseline for computing energy savings, and will not be measured, monitored, or adjusted. a) Applicability
This performance guarantee applies to the Variable Frequency Drive (VFD) Retrofit energy conservation measure (ECM) installed by Trane at the City of Livingston facilities, as listed in this section. A complete scope of work is found in Exhibit B.

Building Address
Tank Site East End of Burgundy Drive
Well # 09 1226 or 1298 Crowell Street
Well # 12 Well #12
Well # 14 936 Dwight & Walnut Way
b) Pre -and Post Retrofit Conditions
For purposes of this agreement, the type, quantity, and existing horsepower (HP) are stated in the tables below.

These were determined through site investigation, equipment nameplate data, and specifications.

Table 1a – Pre-Retrofit Annual Operating Characteristics Motor ID / Location Type QTY HP
Tank Site Booster Pump 3 50
Well # 09 Well Pump 1 150
Well # 12 Well Pump 1 125
Well # 14 Well Pump 1 125
For purposes of this agreement, the Post-Retrofit annual hours of operation and post-retrofit power curve are stated in the tables below. For purposes of this guarantee, these values are mutually agreed upon by Customer and will not be measured, monitored, or adjusted.

EXHIBIT E.3.1
Guarantee
Mutually Agreed
Variable Frequency Drive Retrofit

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Table 1b – Post Retrofit Operating Hours by Motor Speed Command % Tank Site
Hours
Well # 09
Hours
Well # 12
Hours
Well # 14
Hours
100 0 0 0 0
90 53 1,480 1,982 787
80 97 2,713 3,633 1,443
70 26 740 991 393
c) Computation of Savings
The following written calculation is presented to describe the savings calculations regarding VFD Retrofits. The savings calculations have been established and collaboratively agreed to by the City of Livingston and Trane.

For the purposes of this Agreement, the data is mutually agreed upon and will not be measured, monitored, or adjusted.

The savings for this measure are based on the reduced energy draw due to periods of reduced motor speed.

The following equations were used to determine electricity savings.

Motor Consumption Savings (kWh)
𝑘𝑊ℎ ܵܽݒ݅݊݃ݏ × ௘௥௣𝑘)∑ = ℎݎ (௘௥௣−௢௣𝑘)∑ ௦௧ × ℎݎ௢௣௦௧ )
Motor Demand Savings (kW)
𝑘𝑊 ܵܽݒ݅݊݃ݏ𝑘)∑ = ெ௔௫ ௣௥௘) − ∑(𝑘𝑊ெ௔௫ ௣௢௦௧)
OR
Savings calculations for this ECM were conducted through custom spreadsheet analysis, with the difference between baseline and the post-installation calculated values representing the energy savings. The Sequence of Operations (SOO), included in the Appendix, further demonstrates that the variable frequency drives (VFDs) are programmed to modulate in response to system demand, thereby confirming proper implementation of the control strategy and supporting verification of savings under the Measurement & Verification plan.

Total Annual Guaranteed Electricity kWh Energy Use Savings: 430,748 kWh.

Table 1c – Post Retrofit Energy Savings by kWh
Building Savings kWh
Tank Site 4,643
Well # 09 166,514
Well # 12 185,811
Well # 14 73,780

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1.0 Agreed Upon Parameters
The following information in this section (section 1.0) are mutually agreed upon parameters that form the basis of this performance guarantee. These parameters are hereby agreed upon for the purposes of this Agreement as fact, or the baseline for computing solar generation, as the case may be, and will not be measured, monitored or adjusted.
a) Applicability
This performance guarantee applies to the Solar Photovoltaic (SPV) System energy conservation measure (ECM) installed by Trane at City of Livingston facilities as listed in this section. A complete scope of work is found in Exhibit B.

Site
Canopy
Type
Inverter
Type Inverter Qty
kW AC
PV Module
Qty
kW DC
(PV Panel
Nameplate)
Annual KWh
Production
(Inverter
Nameplate)
Gallo Park (Well #
13)
Semi
Cantilever String 5 220 623 258.5 356,414
Max Foster Sports
Complex
Semi
Cantilever String 1 25 66 27.4 39,439
Police Station Semi
Cantilever String 2 50 144 59.8 80,969
Public Works Roof Mount String 3 11.4 39 16.2 21,261
Total 306.4 361.9 498,083
b) Existing Conditions
Existing facilities do not have a SPV system installed.

2.0 Measurement Methodology
The SPV System will generate electricity throughout the year. Although this energy does not result in a reduction of the facilities’ overall energy use, it will offset energy that would have otherwise been purchased from the utility provider.

The key dependent variables measured are:
• Actual AC power output (kW)
• Energy production (kWh
The key independent variables monitored to normalize performance are:
• Solar irradiance (W/m2)
• PV cell temperature (°C)
• Ambient temperature (°C),
• Wind speed (m/s)
These variables will be used to compare actual measured performance against modeled expectations. Trane will compare the measured kWh to guaranteed modeled kWh values and will utilize the measured irradiance values to calculate energy (kWh) that the PV system generated based on the weather conditions during the corresponding M&V period. A complete scope of work can be found in Exhibit B Scope.

EXHIBIT E.4.1
Guarantee
Option B – Retrofit Isolation: All Key Parameter Measurement Solar Photovoltaic System

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Table 2a below provides the M&V plan overview. This ECM will be verified continuously throughout the guaranteed term. The measurement boundary for this ECM is the SPV array. Data will be collected through local PV system sensor(s) and power meter(s). Interval data will be collected and analyzed for a one-time post installation verification and on-going verification throughout the Guaranteed Term.

Table 2a – M&V Plan Overview
M&V Period Population Measurement Type
Baseline none No Measurement
Post-Installation SPV array
One time system commissioning test that compares
output system power (kW AC) from the inverter(s) or
net meter to expected system kW AC output
Performance SPV array Continuous metered data collection through trending of AC power (kW), kWh, and irradiance,
Power (kW AC)
To demonstrate that the SPV system(s) realize stated production goals, Trane will verify the Actual AC Power Output after the SPV system is commissioned. This measurement will occur semi-annually during the Guarantee Term. Trane can select any verification period deemed necessary to verify the SPV power output.

The photovoltaic system power is defined as the net AC output of the PV System measured at the delivery point.

Key parameter interval data will be collected for the defined verification period. The verification period should consist of at least 5 consecutive days with an irradiance range of 400-800 W/m2. Interval data meeting this criterial from the model will be used to determine the regression coefficients.

Energy (kWh) -
The AC Energy (kWh) will be measured and trended using a customer-owned revenue-grade AC generation meter located near the AC interconnection point of the PV system. Monthly/Annual kWh generated by the system is collected. An actual vs. modeled irradiance ratio is applied to measured SPV total kWh generation. This ratio serves as an adjustment factor for the effect of cloud cover and other influences that affect energy generation. The resulting kWh (KWh adjusted) is compared to the guaranteed kWh.

Irradiance (kWh/m2) -
Irradiance (kWh/m2) will be measured and trended using pyranometers. The value will be totalized, and the totalized value will be recorded on an hourly basis.

Table 2b below provides modeled assumptions utilized to determine the guaranteed generation in kW AC and kWh.

Irradiance data is based on NSRD TMY3,II weather data for [Merced/Macready Fld., CA]. Energy data is output from solar PV modeling software. The irradiance will be measured using pyranometers. The value will be totalized and recorded on an hourly basis using the SPV system software as described in scope. The AC Energy will be measured using a revenue-grade AC generation meter located near the interconnection point of the SPV system.

The measured values will be used to verify the system function. The process will include collecting data, averaging monthly Irradiance, totalizing monthly power and adjusting for factors that may limit production such as dirt, snow cover and degradation.

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The baseline for this Solar PV ECM is zero generation, as no system existed prior to installation. The values shown in Table 2a represent the modeled PV generation (kWh), derived from system design and simulation software.

Table 2b – Model Parameters – All Sites Total
Month
Modeled Average Global
Horizontal Irradiance
(kWh/m2)
Modeled Monthly PV Energy
Generation
(kWh)
January 54 15,961
February 78 22,460
March 162 44,779
April 205 54,639
May 236 60,882
June 244 60,721
July 244 62,907
August 223 58,227
September 174 46,567
October 118 32,467
November 80 22,540
December 57 15,932
ANNUAL TOTAL n/a 498,083

3.0 Solar Generation Summary
a) Energy Generation Calculations
Energy produced by a PV system is calculated using industry trusted Solar PV Modeling Software. This software is validated 3rd party PV design and energy production simulation software. The output from these models simulates energy production from the PV system by calculating hour-by-hour performance simulations, monthly and annual energy production. The model inputs include condition set data such as site-specific weather, shading, soiling and module mismatch. Inputs also include design parameters such as array size, tilt angle, azimuth angle, module and inverter specification, and electrical design. Modeling software calculations and simulations are based on industry-standard approaches for modeling PV system performance.

The following describes the methodology for computing verified energy generated based on power (kW AC) measurements utilizing an Option B approach, and kWh measurements.

Modeled kWh Energy Equations
𝑘𝑊ℎ௏௘௥௜௙௜௘ௗ = (𝑘𝑊ℎெ௘௔௦௨௥௘ௗ) (
𝑘𝑊
݉2
்ெ௒3
𝑘𝑊
݉2
ெ௘௔௦௨௥௘ௗ
ݏݐ݉݁݊ݐݏݑ݆ܽ݀ + (
𝑘𝑊ℎௌ௔௩௜௡௚௦ = 𝑘𝑊ℎா௫௜௦௧௜௡௚ − 𝑘𝑊ℎ௏௘௥௜௙௜௘ௗ
b) Computation of Energy Generation:

Power (kW AC) -
Measured AC power generation will be compared to the expected AC power generation.

Energy (kWh) -
Total annual kWh will be totalized through the collection of power meter trends.

Irradiance (kWh/m2) -

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An actual vs. modeled irradiance ratio will be applied to the actual (measured) SPV total kWh generation.

This ratio serves as an adjustment factor for the effect of cloud cover and other influences that affect energy generation.

Trane will make reasonable efforts to collaborate with the City of Livingston and third-party data providers to collect the required data logs, trends, or points as outlined in the scope of work and which are required for measurement and verification. If the data is not remotely accessible by Trane, the customer shall provide data directly via email every 60 days and not to exceed 90 days. If the data are unavailable or unattainable in the specified timeframe, the measure's annual energy generation specified in the contract will default to the annual or prorated monthly values detailed in the respective measure’s contract exhibit E.4-1.

In addition, an annual degradation factor of .5% will be applied annually per the system design recommendations.

In the event that the measured AC power output is less than the aggregate of the guaranteed AC power output of all SPV systems, Trane will determine the root cause(s), and re-test any SPV system that underperforms after the issue is resolved.
c) Presentation of Guaranteed Energy Generation
Guaranteed energy generation is summarized in Exhibit E “Energy and Operational Savings,” The energy conservation measure described herein will result in the following effect on energy usage:

Total Annual Guaranteed Electricity kWh Energy Generation: 498,083 kWh Energy
ECM kWh
All SPV System(s) 498,083
Annual Guaranteed Electricity kWh Energy Generation, by site:

Month Public Works –
Energy (kWh)
Gallo Park–
Energy (kWh)
Max Foster –
Energy (kWh)
Police Department –
Energy (kWh)
All Solar Sites –
Energy (kWh)
January 700 11,501 1,258 2,502 15,961
February 951 16,231 1,773 3,505 22,460
March 1,873 32,259 3,545 7,103 44,779
April 2,323 39,095 4,312 8,909 54,639
May 2,599 43,393 4,798 10,092 60,882
June 2,627 43,127 4,798 10,169 60,721
July 2,711 44,641 4,998 10,558 62,907
August 2,499 41,475 4,628 9,625 58,227
September 1,968 33,416 3,700 7,484 46,567
October 1,376 23,412 2,577 5,102 32,467
November 953 16,332 1,788 3,467 22,540
December 681 11,531 1,265 2,454 15,932
Annual 21,261 356,414 39,439 80,969 498,083

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1.0 Agreed Upon Parameters
The following information in this exhibit (section 1.0) is mutually agreed upon parameters that form the basis of this performance guarantee. These parameters are hereby agreed upon for the purposes of this Agreement as fact and form the baseline for computing energy savings and will not be measured, monitored, or adjusted. a) Applicability
This performance guarantee applies to the Building Automation System (BAS) Upgrade and HVAC energy conservation measures (ECMs) installed by Trane at City of Livingston facilities as listed in this section. A complete scope of work is found in Exhibit B.

Building Address
Barber Shop 334 Main St.

City Hall & Fire Station, Council Chambers 1416 C St
Max Foster Sports Complex 2550 Walnut Ave.

Museum 1306 C St.

Public Works 2238 Walnut
Walnut Child Development Center 2600 Walnut Ave.
b) Pre- and Post-Retrofit Conditions
For purposes of this agreement, the Pre-Retrofit baseline for this ECM was established using a TRACETM 700 energy model. The Post-Retrofit annual operating conditions are stated in the tables below. This data was determined through the collection of facility data and discussions with building operating personnel. For the purposes of this guarantee, the Pre- and Post information is mutually agreed upon by the Customer and will not be measured, monitored, or adjusted.

Table 1a – Post-Retrofit Annual Operating Characteristics – Temperature-Based ECMs Building Space Type
Occupied Space
Temperature Setpoint
(°F)
Unoccupied Space
Temperature Setpoint
(°F)
Barber Shop Retail 74 Clg 70 Htg 91 Clg 64 Htg
City Hall & Fire Station, Chambers Office 74 Clg 70 Htg 91 Clg 64 Htg Max Foster Sports Complex Recreation 74 Clg 70 Htg 91 Clg 64 Htg Museum Museum 74 Clg 70 Htg 91 Clg 64 Htg
Public Works Office/Maintenance 74 Clg 70 Htg 91 Clg 64 Htg Walnut Child Development Center Childcare 74 Clg 70 Htg 91 Clg 64 Htg EXHIBIT E.5
Guarantee
Mutually Agreed
BAS and HVAC Upgrade

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Table 1b– Pre and Post HVAC Equipment to be replaced and Operational hours Existing HVAC Equipment to be Replaced and Operation hours Proposed HVAC Equipment and Operation hours Equipment
Tag Model Number
Cooling
Capacity
(Ton)
EER/SEER Operating
Hours
Model
Number
Cooling
Capacity
(Ton)
EER/SEER Operating
Hours
A1 RRKA-A036CK08E 3 11.18/10 2940 YHC037E3RLA 3 13 2940 B1 BTD748A100B0 4 8.55/9.25 2817.5 4TTR7048B1 4 13 2817.5 B2 BTD748A100B0 4 8.55/9.25 2817.5 4TTR7048B1 4 13 2817.5 B3 BTD748A100B0 4 8.55/9.25 2817.5 4TTR7048B1 4 13 2817.5 C1 38EN060320SM 5 11.18/10 2940 4TTR7060A1 5 13 2940
C2 38EN060320SM 5 11.18/10 2940 4TTR7060A1 5 13 2940
D1 PA13NA048-C 4 11.18/10 1960 4TTR7048B1 4 13 1960
D2 PA13NA048-C 4 11.18/10 1960 4TTR7048B1 4 13 1960
E1 RQMA-A036JK 3 11.18/10 2817.5 4WCZ6048 3 13 2817.5
G1 RRNA-B060JK10X 5 11.18/10 2940 4YCZ6060 5 13 2940
J1 G/E D1NA042N03625C 3.5 9.2/10 2695 YHC047E3RLA 4 13 2695 J2 G/E D1NA042N03625C 3.5 9.2/10 2695 YHC047E3RLA 4 13 2695 J3 G/E D1NA048N06525C 4 9.2/10 2695 YHC047E3RLA 4 13 2695 J4 G/E D1NA048N06525C 4 9.2/10 2695 YHC047E3RLA 4 13 2695 J5 G/E D1NA042N03625C 3.5 9.2/10 2695 YHC047E3RLA 4 13 2695 J6 G/E D1NA042N03625C 3.5 9.2/10 2695 YHC047E3RLA 4 13 2695 Table 1c – Post Retrofit Annual Operating Characteristics – Scheduling Based ECMs Building Day Occupied Hours Set back hours
Barber Shop
All Occupied Days 9AM - 6PM 6PM - 12AM
12AM to 9AM
Mon & Sun All Hours
Holiday All hours
City Hall
All Occupied Days 6AM - 5PM 5PM - 12AM
12AM to 6AM
Weekend All Hours
Holiday All hours
Council Chambers
All Occupied Days 6AM - 5PM 5PM - 12AM
12AM to 6AM
Weekend All Hours
Holiday All hours
Max Foster Sports Complex
All Occupied Days 12AM – 6AM 6PM - 8AM
7PM - 12PM 5PM to 7PM
Weekend All Hours
Holiday All hours
Museum
All Occupied Days 1PM - 6PM 6PM - 12AM
12AM to 1PM
Weekend All Hours
Holiday All hours
Public Works
All Occupied Days 6AM - 6PM 6PM - 12AM
12AM to 6AM
Weekend All Hours
Holiday All hours
Walnut Child Development
Center
All Occupied Days 6AM - 6PM 6PM - 12AM
12AM to 6AM
Weekend All Hours
Holiday All hours

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c) Computation of Savings
Trane will provide submittal data for the installed equipment to verify the predicted post-retrofit HVAC efficiencies. For the purposes of this Agreement, the data is mutually agreed upon and will not be measured, monitored, or adjusted.

Savings calculations for this ECM were conducted through TRACETM 700 modeling software. TRACETM 700 models’ energy savings by considering interrelated Energy Conservation Measures (ECMs) and various factors influencing energy and water consumption. It accounts for a building's physical characteristics, equipment conditions, and historical weather data. The software performs an annual energy consumption analysis by simulating the building's operation over a full year, utilizing 8,760 hours of operational data. Key factors in the calculations include climatic data, building orientation, building characteristics, operational characteristics, mechanical performance, internal heat generation, and energy consumption by non-HVAC systems. The program calculates design cooling and heating loads, air quantities, and supply air temperatures using standard procedures from the ASHRAE Handbook of Fundamentals. The baseline model is calibrated with utility data to create an adjusted baseline, and energy-saving measures are then applied to determine the post-installation baseline. The difference between the adjusted baseline and the post-installation baseline models the energy savings.
d) Presentation of Savings
Guaranteed energy savings are summarized in Exhibit E, “Energy and Operational Savings.” The energy conservation measure described herein will result in the following effect on energy usage:

Total Annual Guaranteed Electricity kWh Energy Use Savings: 57,465 kWh Total Annual Guaranteed Electricity kW Demand Savings: 19.7 kW

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The following information in this exhibit (section 1.0) is mutually agreed upon parameters that form the basis of this performance guarantee. These parameters are hereby agreed upon for the purposes of this Agreement as fact, or the baseline for computing water savings and will not be measured, monitored, or adjusted. a) Applicability
This performance guarantee applies to the Water Conservation energy conservation measure (ECM) installed by Trane at the Customer’s facilities as listed in this section. A complete scope of work is found in Exhibit B. • Arakelian Park
• Don Meyer Park
• Gallo Park (Well # 13)
• Lucero Park
• Max Foster Sports Complex
• Memorial Park and Alvernaz Field
b) Pre- and Post-Retrofit Conditions
For purposes of this agreement, the Pre- and Post-Retrofit water consumption conditions are stated in the tables below. These were determined through the collection of building water consumption data and potential irrigation zones. For the purposes of this guarantee, this data is mutually agreed upon by the Customer and will not be measured, monitored, or adjusted. A submittal for the Weathertrak WTPRO3 can be referenced in the Appendix section of the amendment documents.

Table 1a – Pre-Retrofit Conditions
Site/Building Description
Arakelian Park Manual Control Valve
Don Meyer Park Manual Control Valve
Gallo Park (Well # 13) Manual Control Valve
Lucero Park Manual Control Valve
Max Foster Sports Complex Manual Control Valve
Memorial Park and Alvernaz Field Manual Control Valve
Table 1b – Post-Retrofit Conditions
Site/Building Description
Arakelian Park Weathertrak WTPRO3
Don Meyer Park Weathertrak WTPRO3
Gallo Park (Well # 13) Weathertrak WTPRO3
Lucero Park Weathertrak WTPRO3
Max Foster Sports Complex Weathertrak WTPRO3
Memorial Park and Alvernaz Field Weathertrak WTPRO3
EXHIBIT E.6
Guarantee
Mutually Agreed
Irrigation - Water Conservation

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Table 1c – Pre and Post Usage Assumptions
Site/Building Meter
Count
Total Water Consumption
(Pre-Retrofit)
[kGal]
Total Water Consumption
(Post-Retrofit)
[kGal]
Arakelian Park 1 9,128 3,840
Don Meyer Park 1 3,876 1,871
Gallo Park (Well # 13) 1 15,777 7,634
Lucero Park 1 3,052 1,312
Max Foster Sports Complex 1 14,502 7,325
Memorial Park and Alvernaz Field 1 6,118 5,899
c) Computation of Savings
The following written calculation is presented to describe the savings calculations regarding Water Consumption.

The savings calculations have been established and collaboratively agreed to by Customer and Trane. For the purposes of this Agreement, the data is mutually agreed upon and will not be measured, monitored or adjusted. a) Savings Calculations
The following equations were utilized to quantify the water savings associated with the weathertrak smart controller.

Water and Sewer Savings Calculation for water meter controllers:

Annual Water Savings (kgal)
= (Existing Consumption − Proposed Retrofit Consumption) × Qty × Control % × Annual Operation
Annual Cost Savings = (Annual Water Savings) x (Water Rate + Sewer Rate)

d) Presentation of Savings
Guaranteed energy savings are summarized in Exhibit E “Energy and Operational Savings.” The energy conservation measure described herein will result in the following effect on water usage:

Site/Building Water Savings
[kGal}
Arakelian Park 5,288
Don Meyer Park 2,005
Gallo Park (Well # 13) 8,143
Lucero Park 1,740
Max Foster Sports Complex 7,177
Memorial Park and Alvernaz Field 219
Total 24,572

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© 2019 Trane All rights reserved INITIALED BY: ____Customer ____Trane Confidential and Proprietary Information of Trane U.S. Inc. Exhibit G (01222019) Trane Project No.: ______ ™PACT is a trademark of Trane U.S. Inc.

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Sensitivity: Confidential
Trane will furnish the Performance Period Services described in this Exhibit G upon the terms and conditions contained herein. In the event of an inconsistency or conflict between the terms and conditions of this Exhibit G and the terms and conditions of the balance of this Agreement, the terms and conditions of this Exhibit G shall control.

1. Generally. Performance Period Services may include periodic measurement and verification of the Guarantee in accordance with Exhibit E and the sub-Exhibits thereto (the “M&V Services”) and/or periodic maintenance of Customer’s Premises, plant or equipment (the “Maintenance Services”) in accordance with the provisions of this Exhibit G.

2. Scope of Performance Period Services
A. M&V Services
Trane shall provide the M&V Services with respect to the ECMs installed by Trane under the Agreement in accordance with the methods and procedures outlined in Exhibit E and the subExhibits thereto. The M&V Services shall include the preparation and submittal by Trane of a Measurement and Verification (M&V) Report in accordance with Section 10 of Exhibit E.

B. Maintenance Services. In addition to the M&V Services, Trane shall provide the following Maintenance Services with respect to the Covered Equipment listed below:

The following "Covered Equipment" will be serviced
Equipment Qty Manufacturer Model Serial Asset Tag
NONE

3. Performance Period Services Price and Annual Adjustment. The Performance Period Services Price is set forth below as an annual amount that is subject to the annual adjustments provided for herein. Trane may invoice the Performance Period Services Price once each year, semi-annually, or quarterly and each such invoice shall be due in advance of performance of the Performance Period Services. Trane reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable legal interest rate or 1.5% of the principal amount due at the end of each month. Trane may discontinue Performance Period Services whenever payment is overdue. Unless otherwise expressly agreed in writing, Customer shall pay, in addition to the stated Performance Period Services Price, all taxes not legally required to be paid by Trane or, alternatively, shall provide Trane with an acceptable, valid certificate of tax exemption. Customer shall pay all costs (including attorneys’ fees) incurred by Trane in attempting to collect amounts due. Effective upon each annual anniversary of the Performance Period Services Commencement Date, the annual Performance Period Services Price shall be adjusted upward by the Annual Adjustment Rate; thereafter,upon each anniversary of the Performance Period Services Commencement Date, the Annual Adjustment Rate shall be applied to the annual Performance Period Services Price as previously adjusted. Trane has included the first three (3) years of MV services in the agreement. Continuation of the MV services and the respective annual price and annual adjustment rate would be detailed and agreed upon in written at the time of the last year anniversary.

First Year Annual Performance Period Services Price $___N/A____ Any Applicable Tax* and Freight N/A
First Year Annual Performance Period Services Price Total $___N/A____

EXHIBIT G
Performance Period Services
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Sensitivity: Confidential
Annual Adjustment Rate __3__%
(*$0.00 tax is contingent upon Customer furnishing evidence to Trane of valid applicable exemption from sales/use or other applicable taxes.)
Term. Trane’s obligations to furnish the Performance Period Services shall commence upon the Date of Final Completion as defined in Section 2.03 of this Agreement (the “Performance Period Services Commencement Date”) and, unless this Agreement is terminated earlier, shall end upon expiration of the Guarantee Term set forth in Exhibit E. Customer may terminate the Performance Period Services to the extent permitted by law and following the expiration of the first Guarantee Year upon not less than sixty (60) days advance written notice to Trane. If Customer terminates the M&V Services prior to the expiration of the Guarantee Term, this Agreement (together with the Guarantee) shall be deemed terminated and of no further force and effect as of the expiration of the Guarantee Year immediately preceding the effective date of such termination. If the effective date of the termination of this Agreement by Customer occurs in the middle of any Guarantee Year, Customer shall pay Trane (or be entitled to a refund in the case of a prepayment) the proportionate share of the applicable Performance Period Services Price.
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Sensitivity: Confidential
Exhibit G Additional Terms and Conditions
Performance. Trane shall perform the Performance Period Services described in the schedules included with this Exhibit G with respect to the listed Covered Equipment with reasonable promptness in a workmanlike manner in accordance with industry standards generally applicable in the area. Except as otherwise expressly stated, Performance Period Services will be performed during Trane’s normal business hours and any after-hours services shall be billed separately according to then prevailing overtime or emergency labor rates. Trane’s duty to perform Performance Period Services is subject to Events of Force Majeure, and contingent upon the ability to procure materials from the usual sources of supply. This Agreement presupposes that all major pieces of equipment are in proper operating condition as of the date hereof. Customer shall perform required restoration at its cost prior to Trane being obligated to perform hereunder. Performance Period Services furnished is premised on the Covered Equipment being in a maintainable condition. If initial or seasonal startup is included in the Performance Period Services, or an inspection by Trane prior to commencement of the Performance Period Services, indicates repairs are required, Customer shall authorize Trane to perform such repairs pursuant to a quote for the repairs provided by Trane. During the Term, Trane may elect to install/attach to Customer equipment or provide portable devices (hardware and/or software) for execution of control or diagnostic procedures. Such devices shall remain the personal proprietary property of Trane and shall in no event become a fixture of customer locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices used in connection with providing service on Covered Equipment. Trane reserves the right to remove such items at its discretion.

Customer Obligations. Throughout the Term, Customer shall:
a. Provide Trane reasonable and safe access to all Covered Equipment; b. Follow manufacturer recommendations concerning teardown and internal inspection, major overhaul, restoration, or refurbishing of the Equipment; unless expressly stated in the Scope of Services statement, Trane is not performing any manufacturer recommended teardown and internal inspection, major overhaul, restoration, or refurbishing of the equipment; Trane shall not be responsible to perform any subsequent repairs to the Equipment necessitated by Customer’s failure to follow such manufacturer recommendations;
c. Reimburse Trane for services, repairs, and/or replacements performed by Trane beyond the scope of Performance Period Services or otherwise excluded hereunder. Such reimbursement shall be at the then prevailing overtime/holiday rates for labor and prices for materials and may at Trane’s option be subject to a separate written agreement prior to its undertaking such work; d. Promptly notify Trane of any unusual performance of Covered Equipment; e. Permit only Trane personnel to repair or adjust Covered Equipment and/or controls during the Term;
f. Utilize qualified personnel to properly operate the Covered Equipment in accordance with the applicable operating manuals and recommended procedures; and g. Unless water treatment is expressly included in the Performance Period Services, provide professional cooling tower water treatment in accordance with any reasonable recommendations provided by Trane.

Exclusions. Unless expressly included in “Scope of Services” or “Equipment Coverage,” the services to be provided by Trane do not include, and Trane shall not be liable for, any of the following:
a. Any guarantee of room conditions or system performance, except as expressly stated in Exhibit E to this Agreement;
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b. Inspection, maintenance, repair, replacement of or services for: chilled water and condenser water pumps and piping; electrical disconnect switches or circuit breakers; motor starting equipment (that is not factory mounted) and interconnecting power wiring; recording or portable instruments, gauges or thermometers; non-moving parts or non-maintainable parts of the system, including, but not limited to, storage tanks; pressure vessels; shells, coils, tubes, housings, castings, casings, drain pans, panels, ductwork; piping: hydraulic, hydronic, pneumatic, gas, or refrigerant; insulation; pipe covering; refractory material; fuses; unit cabinets; electrical wiring; ductwork or conduit; electrical distribution system; hydronic ; structural supports; and similar items; the appearance of decorative casing or cabinets; damage sustained by other equipment or systems; and/or any failure, misadjustment or design deficiencies in other equipment or systems; c. Repairs or replacement of parts made necessary as a result of electrical power failure, low voltage, burned out main or branch fuses, low water pressure, vandalism, misuse or abuse, improper operation, unauthorized alteration of Equipment, accident, negligence of Customer or others, damage due to freezing weather, calamity or malicious act; d. Any damage or malfunction resulting from vibration, electrolytic action, freezing, contamination, corrosion, erosion, or caused by scale or sludge on internal tubes except where water treatment protection services are provided by Trane as part of this Agreement; e. Furnishing any items of equipment, material, or labor, or performing special tests recommended or required by insurance companies or federal, state, or local governments; f. Failure or inadequacy of any structure or foundation supporting or surrounding the Equipment or any portion thereof;
g. Building access or alterations that might be necessary to repair or replace Customer’s existing equipment;
h. The normal function of starting and stopping the Equipment or the opening and closing of valves, dampers or regulators normally installed to protect the Equipment against damage; i. Valves that are not factory mounted: balance, stop, control, and other valves external to the device unless specifically included in the Agreement;
j. Any responsibility for design or redesign of the system or the Equipment, obsolescence, safety tests, or removal or reinstallation of valve bodies and dampers; k. Any services, claims, or damages arising out of Customer’s failure to comply with its obligations under this Agreement;
l. Failure of Customer to follow manufacturer recommended guidelines concerning overhaul and refurbishing of the Equipment;
m. Any claims, damages, losses, or expenses, arising from or related to conditions that existed in, on, or upon the premises before the effective date of this Agreement (“Pre-Existing Conditions”), including, without limitation, damages, losses, or expenses involving pre-existing building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould and/or fungi;
n. Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included within the scope of Trane’s Services, in which case, replacements shall in no event exceed ten percent (10%) of the rated system charge per year unless a greater percentage is expressly included within the scope of Services. Customer shall be responsible for the cost of any additional replacement refrigerant;
o. Operation of the equipment; and
p. Any claims, damages, losses, or expenses, arising from or related to work done by or services provided by individuals or entities that are not employed by or hired by Trane.

Performance Period Services Warranties. (a) Trane manufactured material supplied is warranted be free from defect in material and manufacture for a period of twelve months from date of start-up or replacement and Trane’s obligation under this warranty is limited to repairing or replacing the defective part at its option; (b) labor is warranted (to have been properly performed) for a period of 90 days from completion and Trane’s obligation under this warranty is limited to correcting any improperly performed labor; and (c) non-Trane equipment and/or parts are not warranted by Trane and shall have 1-5 -f A Pu.rOUV.NC( AGl.lUUNr Fo• COMIO-.r FIi.OM T11,H1

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Sensitivity: Confidential
such warranties as are extended to Trane by the respective manufacturer. THE WARRANTY AND

LIABILITY SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES AND

LIABILITIES, WHETHER IN CONTRACT OR IN NEGLIGENCE, EXPRESS OR IMPLIED, IN LAW OR

IN FACT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL TRANE BE

LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOST PROFITS), OR PUNITIVE DAMAGES. NO REPRESENTATION OR WARRANTY OF

MERCHANTABILITY OR FITNESS OF PURPOSE IS MADE REGARDING PREVENTION BY THE

SCOPE OF SERVICES, OR ANY COMPONENT THEREOF, OF MOLD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES. TRANE SPECIFICALLY DISCLAIMS ANY

LIABILITY IF THE SCOPE OF SERVICES OR ANY COMPONENT THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH OF SUCH MATERIALS.
1-5 -f A Pu.rOUV.NC( AGl.lUUNr Fo• COMIO-.r FIi.OM T11,H1

Page 59 of 155 ends

The following information is for reference regarding the PACT amendment, in addition to the close-out information provided during the completion of construction.
(information in pdf attachments to follow)

APPENDIX I I

Page 60 of 155 ends

Scott Smillie, Assistant Secretary 608-787-3901
Acknowledged on the same basis as the original agreement. -TRANE'
Building Services
Change Order Proposal
November 7, 2021
City of Livingston
2238 Walnut Ave
Livingston, CA 95334
WE MAKE BUILDINGS WORK BETTER FOR LIFE. '"
Trane U.S. Inc. dba Trane
4145 Del Mar Ave
Rocklin, CA 95677
Phone: (916) 577-1100
Fax: (916)577-1175
Project Name: City of Livingston -PV Canopy Lighting (Max Foster, Police Station, Gallo Park) Please see attached costs to provide PV Canopy Lighting to of the following locations: Max Foster, Police Station, and Gallo Park
Scope of Service
• Gallo Park PV Canopy Lighting (2 canopies)
• Max Foster PV Canopy Lighting (1 canopy)
• Police Station (1 canopy
Clarifications
Lighting controlled by Photocell and/or Timer LED Surface Mount Exterior Lights Pricing and Acceptance
Gallo Park
Max Foster Park
Police Station
Jeff Lemke
Executive Project Manager CS/TK
$19,430.00
$8,451 .00
$11 ,804.00
X(
This agreement is subject to the terms and Conditions as set forth in the currently executed PACT Agreement

Page 61 of 155 ends

- TIIAIB! Building Ser.,JCt1s
Change Order Proposal
August 3, 2022
City of Livingston
Project Name: PACT Energy Project
WE MAKE BUILDINGS WORK BffiER FOR UFE. -
Trane U.S. Inc. dba Trane
4145 Del Mar Ave
Rocklin, CA 95677
Phone: (916} 577-1100
Fax: (916} 577-1175
Credit for owner performed Landscape Repair at Gallo Park Scope of Service
• Credit for Owner provided Landscape Repair at Gallo Park for PV installation Clarifications
None
Pricing and Acceptance
Jeff Lemke
Project Manager
Credit < $ 18,121.00>
This agreement is subject to the terms and Conditions as set forth in the currently executed PACT Agreement

CUSTOMER ACCEPTANCE
Authorized Representative
✓ MIJ.[ft.. 'I!, ?'- . Printed Name \J,Hl-t!re\ L • '.vn ~llo Title C-ihj. M AIMlq~r.

Acceptance Date ________ __ _

Page 62 of 155 ends

Labor Hourly Rate Hours Sub-Total Benefit Total
Fernando Carillo 25.0419 24 601.01 45% 871.46
Mauel Prado 20.0942 17.5 351.65 45% 509.89
Porfirio Valencia 19.1366 7 133.96 45% 194.24
Adam Langley 16.6700 14 233.38 45% 338.40
Xavier Jordan 15.8800 16 254.08 45% 368.42
Equipment and Labor
Dump Truck 500.00 10 5,000.00 5,000.00
Backhoe 500.00 16 8,000.00 8,000.00
Manuel Prado - Dump Truck 20.0942 10 200.94 45% 291.37
Manuel Prado - Backhoe 20.0942 16 321.51 45% 466.19
Irrigation Boxes 30.00 3 90.00 90.00
Sprinklers 537.24 537.24 537.24
Seed 484.77 484.77 484.77
Mixed compost two 969.76 969.76 969.76
18,121.72

Page 63 of 155 ends

1 STAFF REPORT
AGENDA ITEM: Resolution Accepting A Repair Cost Estimate From Hi-Tech Emergency Vehicles Services, Inc., To Repair Engine 96 E1, (2) Authorizing The Finance Department To Make A Supplemental Appropriation, And (3) Authorizing The City Manager To Execute All Required Documents
MEETING DATE: May 5, 2026
PREPARED BY: Chris Allen, Fire Captain [CALFIRE]
REVIEWED BY: Jose Antonio Ramirez, City Manager
RECOMMENDATION:

City Council Approve Resolution Accepting A Repair Cost Estimate From Hi-Tech Emergency Vehicles Services, Inc., To Repair Engine 96 E1, (2) Authorizing The Finance Department To Make A Supplemental Appropriation, And (3) Authorizing The City Manager To Execute All Required Documents.

BACKGROUND/DISCUSSION:

In late March, Engine 96 E1 experienced a low oil pressure alarm affecting the auxiliary pump.

Initial troubleshooting conducted at the station did not resolve the issue. The apparatus was subsequently referred to Livingston City mechanics and transported to the city maintenance shop; however, personnel there were unable to determine the cause.

Engine 96 E1 was then sent to HI-TECH for advanced diagnostics. On April 10, Fire Captain Allen was notified by HI-TECH that the auxiliary pump is unable to build oil pressure and is no longer functional. Due to the age and overall condition of both the pump and the engine, repair or rebuilding has been deemed neither reliable nor cost-effective.

HI-TECH has recommended a full replacement of the auxiliary pump system. A quote has been provided in the amount of $25,992.00, which includes the new pump, motor, and installation.

This estimate does not include applicable sales tax or shipping costs.

To restore Engine 96 E1 to full operational readiness and ensure continued emergency response capability, approval is respectfully requested to proceed with the removal and replacement of the auxiliary pump as outlined in the provided quote.

FISCAL IMPACT:

Staff requests to authorize the Finance Department to make a supplemental appropriation to Fiscal Year 2025/2026 budget in the amount of $25,992 plus a 10% contingency to the Measure L – Fire Department Fund (1231-103-4430) - Vehicle O & M to cover the costs for these repairs.

Page 64 of 155 ends

2 ATTACHMENTS:

1. Resolution

2. HI-TECH Repair Estimate

Page 65 of 155 ends

Page 1 of 2 ends

RESOLUTION NO. 2026-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LIVINGSTON ACCEPTING

A REPAIR COST ESTIMATE FROM HI-TECH EMERGENCY VEHICLES SERVICES, INC., TO REPAIR ENGINE 96 E1, (2) AUTHORIZING THE FINANCE DEPARTMENT TO MAKE A SUPPLEMENTAL APPROPRIATION, AND (3) AUTHORIZING THE CITY

MANAGER TO EXECUTE ALL REQUIRED DOCUMENTS
WHEREAS, in late March, Engine 96 E1 experienced a low oil pressure alarm affecting the auxiliary pump. Initial troubleshooting conducted at the station did not resolve the issue. The apparatus was subsequently referred to Livingston City mechanics and transported to the city maintenance shop; however, personnel there were unable to determine the cause; and WHEREAS, Engine 96 E1 was then sent to HI-TECH for advanced diagnostics. On April 10, Fire Captain Allen was notified by HI-TECH that the auxiliary pump is unable to build oil pressure and is no longer functional. Due to the age and overall condition of both the pump and the engine, repair or rebuilding has been deemed neither reliable nor cost-effective; and WHEREAS, HI-TECH has recommended a full replacement of the auxiliary pump system.

A quote has been provided in the amount of $25,992.00, which includes the new pump, motor, and installation. This estimate does not include applicable sales tax or shipping costs; and WHEREAS, to restore Engine 96 E1 to full operational readiness and ensure continued emergency response capability, approval is respectfully requested to proceed with the removal and replacement of the auxiliary pump as outlined in the quote provided by Hi-Tech; and NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Livingston hereby:

1. Finds that the foregoing recitals are true and correct and incorporated by reference.

2. Approves Amendment No. 1 to the contract with Trane Technologies (Trane U.S. Inc.).

3. Accepts the repair cost estimate from Hi-Tech Emergency Vehicles Services, Inc., to repair engine 96 E1.

4. Authorizes the finance department to make a supplemental appropriation to fiscal year 2025/2026 in the amount of $25,992.00 plus a 10% contingency to the Measure L- fire department fund (1231-103-4430) - Vehicle O & M to cover the costs for these repairs

5. Authorizes the City Manager to execute all required documents.

6. This Resolution will become effective immediately.

AYES:

NOES:

Page 66 of 155 ends

Page 2 of 2 ends

ABSENT:

ABSTAIN:

By:

Jose A. Moran, Mayor
of City of Livingston
ATTEST
Monica Cisneros, Deputy City Clerk
of the City of Livingston

APPROVED AS TO LEGAL FORM
________________________
Marc Tran, City Attorney

Page 67 of 155 ends

ATTN: CHRIS ALLEN

LIVINGSTON
PHONE: 209-394-7919
EMAIL: [email protected]
UNIT E96-1

1. INSTALL NEW AUX PUMP AND MOTOR.

PARTS: $ 23,852.00
SHIPPING: $ -
LABOR: $ 2,140.00
TOTAL: $ 25,992.00
ESTIMATE DOES NOT INCLUDE SHIPPING OR SALES TAX.

LEAD TIME 3-4 WEEKS.

April 10, 2026
444 W. GREGER ST. • OAKDALE, CA 95361 • (209) 847-3042 • FAX (209) 847-2110 Hi-Tech EVS reserves the right to amend any item that was unforseen at the time of the estimate. The department will be informed if any additional items are found in need of repair. This estimate is not binding and does not include sales tax, freight, fuel, or transportation. I, the undersigned, authorize you to perform the repairs and furnish the necessary materials. Your employees may operate vehicle for inspecting, testing and delivery at my risk. You will not be responsible for loss or damage to vehicle or articles left in it. Estimate is valid for 30 days.

AUTHORIZED BY: ___________________________________ DATE: ______________________ HI-TECH EMERGENCY VEHICLE SERVICE, INC.
- a'i-TEt"B f 11 o,u11 u - £fl ,u,
• ...,ToynP

Page 68 of 155 ends

STAFF REPORT
1 of 2
AGENDA ITEM: Resolution Approving a Professional Services Agreement with Dannis Woliver Kelley, in an Amount Not to Exceed $15,000, for Temporary Conflict Counsel Services.

MEETING DATE: May 5, 2026

PREPARED BY: Maria Sullivan, Deputy City Attorney
Jose Antonio Ramirez, City Manager
REVIEWED BY: Jose Antonio Ramirez, City Manager

RECOMMENDATION
Staff recommends that the City Council adopt a Resolution to approve a professional services agreement with Dannis Woliver Kelley, in an amount not to exceed $15,000, for temporary Conflict Counsel services.

BACKGROUND
The City seeks legal services for administrative hearings on an as-needed basis, when the City Attorney is unavailable due to a conflict of interest.

DISCUSSION AND RECOMMENDATION
On occasion, the City Council will sit as an administrative hearing board to hear appeals on land use, personnel, and code enforcement matters, acting as a quasi-judicial body to review decisions made by lower-level city officials or commissions. When multiple city departments require representation at these hearings, it can create a conflict of interest for the City Attorney, since each party to the administrative hearing may have competing interests.

When the City Attorney is unavailable to represent a city department or City Council, the City will require conflict counsel to be available. It is anticipated that the City Council may sit as an administrative hearing board within the next quarter. City Council wants to ensure that conflict counsel is available should such services be necessary.

FISCAL IMPACT
Council to Approve supplemental appropriation to the General Fund account 1100-101-4330 – (Contracted Services – Legal) for professional services agreement with Dannis Woliver Kelley for temporary conflict counsel services, from April 17, 2026, through June 30, 2026, in an amount not to exceed $15,000.

ATTACHMENTS

1. Resolution 2026-

2. Agreement with Dannis Woliver Kelley

Page 69 of 155 ends

RESOLUTION NO. 2026-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LIVINGSTON APPROVING

A PROFESSIONAL SERVICES AGREEMENT WITH DANNIS WOLIVER KELLEY

FOR CONFLICT COUNSEL SERVICES
WHEREAS, on occasion, City Council is asked to sit as a quasi-judicial body at administrative hearing board to hear appeals on land use, personnel, and code enforcement matters to review decisions made by lower-level city officials or commissions; and WHEREAS, when multiple city departments, including City Council, require legal representation at the same hearing, this can create a conflict of interest for the City Attorney when they have competing interests; and
WHEREAS, when the City Attorney is unavailable due to conflict of interest, the City requires conflict counsel to represent either a city department or the City Council; and WHEREAS, the City Council is anticipated to sit as an administrative hearing board within the next several months; and
WHEREAS, the City Council wants to ensure that conflict counsel is available if such services are required; and
WHEREAS, the City desires to contract with Dannis Woliver Kelley for temporary conflict counsel services, from April 17, 2026, through June 30, 2026, in an amount not to exceed $15,000.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Livingston hereby:

1. Finds a benefit in obtaining temporary conflict counsel services.

2. Approve supplemental appropriation to the General Fund account 1100-101-4330 – (Contracted Services – Legal) for professional services agreement with Dannis Woliver Kelley for temporary conflict counsel services, from April 17, 2026, through June 30, 2026, in an amount not to exceed $15,000.

3. Authorizes the Mayor to execute the Professional Services Agreement.

4. This Resolution will become effective immediately.

I hereby certify that the foregoing Resolution No. 2026-______ is a full, true and correct copy of a resolution duly passed and adopted by the City Council of the City of Livingston at a regular meeting thereof duly held on the 5th day of May 2026, by the vote recorded as follows:

AYES:

NOES:

ABSENT:

ABSTAIN:

Page 70 of 155 ends

Resolution No. 2026-

Page 2 of 2 ends

By:

Jose A. Moran, Mayor
of City of Livingston
ATTEST
Monica Cisneros, Deputy City Clerk

APPROVED AS TO LEGAL FORM
________________________
Marc Tran, City Attorney

Page 71 of 155 ends

DAVID KRUCKENBERG
Attorney at Law
[email protected]
Sacramento
DWK 4580424v3
April 22, 2026

VIA EMAIL
Happy Bains
Finance Director
City of Livingston
1416 C Street
Livingston, CA 95334
Re: Agreement for Professional Services
Dear Finance Director Bains:

Attached is our Agreement for Professional Services
these billing ranges for the term of our Agreement. This means there will be no changes to the billing ranges during this time period; however, individual attorney hourly rates may be adjusted within the existing ranges during the term of the Agreement.

We look forward to serving the City of Livingston. Please return the attached Agreement to me via email with Mayor Moran s signature and date.

Best regards,
Dannis Woliver Kelley
David Kruckenberg
DK:clb

DANNIS WOLIVER KELLEY
Attorneys at Law
("Agreement"). We agree to maintain

SAN FRANCISCO
200 California Street
Suite 400
San Francisco, CA 94111
TEL 415.543.4111
FAX 415.543.4384

LONG BEACH
444 W. Ocean Blvd.

Suite 1750
Long Beach, CA 90802
TEL 562.366.8500
FAX 562.366.8505

SAN DIEGO
750 B Street
Suite 2600
San Diego, CA 92101
TEL 619.595.0202
FAX 619.702.6202
CHICO
2485 Notre Dame Blvd.

Suite 370-A
Chico, CA 95928
TEL 530.3433334
FAX 530924.4784

SACRAMENTO
555 Capitol Mall
Suite 645
Sacramento, CA 95814
TEL 916.978.4040
FAX 916.978.4039

EAST BAY
2087 Addison Street
2nd Floor
Berkeley, CA 94704
TEL 510 345 6000
FAX 510.345.6100
FRESNO
7170 N Financial Drive
Suitel35
Fresno, CA 93720
TEL 559.388.5802
FAX 559.388.5803
www.DWKesq.com

Page 72 of 155 ends

Agreement for Professional Services Page 1
DWK 4580424v3

AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into on April 22, 2026, by and between the City of Livingston, hereinafter referred to as Client, and Dannis Woliver Kelley, a professional corporation, hereinafter referred to as Attorney.

In consideration of the promises and the mutual agreements hereinafter contained, Client and Attorney agree as follows:

LIMITED SCOPE OF SERVICES. Client appoints Attorney to represent, advise, and counsel it from April 17, 2026, through and including June 30, 2026, and continuing thereafter as approved. Any services performed during the period between the above commencement date and the date of City Council action approving this Agreement are hereby ratified by said City Council approval. The scope of services is limited to matters involving the Attorney serving as conflict counsel to advise the City Council for the City of Livingston in conducting administrative hearings.
representing Client regarding matters directly adverse to public school districts or in disputes directly adverse to the Merced County Office of Education.

Attorney agrees to prepare periodic reviews of relevant court decisions, legislation, and other legal issues. Attorney agrees to keep current and in force at all times a policy covering incidents of legal malpractice.
statements to Client should be construed as a promise or guarantee about the outcome of any matter.

CLIENT DUTIES. Client shall be truthful with Attorney, cooperate with Attorney, keep Attorney informed of developments, perform the obligations it has agreed to perform under this Agreement and pay Attorney bills in a timely manner.

FEES AND BILLING PRACTICES. Except as hereinafter provided, Client agrees to pay Attorney at the following hourly rates: three hundred ninety-five dollars ($395) to four hundred seventy-five dollars ($475) for Shareholder Emeritus; two hundred sixty-five dollars ($265) to three hundred ninety-five dollars ($395) for Shareholders and Of Counsel; two hundred forty-five dollars ($245) to three hundred fifteen dollars ($315) for Special Counsel; one hundred ninety-five dollars ($195) to two hundred seventy-five dollars ($275) for Associates; one hundred thirty dollars ($130) to one hundred ninety-five dollars ($195) for Law Clerks; and one hundred thirty dollars ($130) to two hundred ten dollars ($210) per hour for Paralegals. Rates for individual attorneys and paralegals may vary within the above ranges depending on the level of experience and qualifications and the nature of the legal services to be provided with the exception of Greg Dannis whose hourly rate shall be $500.

Agreements for fees for legal services at other than the hourly rates set forth above may be made by mutual agreement for special projects, particular scopes of work, or for attorneys with specialized skills. The rates specified in this Agreement are subject to change at any time by Attorney following written notice to Client and shall apply to all services rendered after such notice is given.

Time is billed in minimum increments of one-tenth (.1) of an hour, except the first communication (e.g., by telephone, voice-mail, e-mail, text) of any day containing substantive advice which is charged a minimum of three-tenths (.3) of an hour. Actual travel time and time spent attending in-person or remote meetings is charged at the rates above. In the course of travel for a Client matter, or while attending meetings with or for Client, it may be necessary for Attorney to concurrently work for and bill other clients. If, during the course of representation of Client, an insurance or other entity assumes responsibility for payment of all or partial fees of Attorney on a particular case or matter, Client shall remain responsible for the difference between fees paid by the other entity and Attorney's hourly rates as specified in this Agreement unless otherwise agreed by the parties.

OTHER CHARGES. Client agrees to reimburse Attorney for actual and necessary expenses and costs with respect to providing the above services, including support services Attorney's scope of services shall exclude
Nothing in this Agreement and nothing in Attorney's

Page 73 of 155 ends

Agreement for Professional Services Page 2
DWK 4580424v3
such as copying charges (charged at $0.10 per page), postage (only charged if in excess of $1.00), and computerized legal research and electronic record review platforms (i.e., Westlaw, e-discovery). Client agrees that such actual and necessary expenses may vary according to special circumstances necessitated by request of Client or emergency conditions which occasionally arise. Such expenses shall be provided at cost unless otherwise specified. Any discount received on such services is passed along to Client by Attorney.

Client further agrees to pay third parties, indirectly through Attorney, for major costs and expenses including, but not limited to, costs of serving pleadings, filing fees and other charges assessed by courts and other public agencies, arbitrators' fees, court reporters' fees, jury fees, witness fees, investigation expenses, consultants' fees, and expert witness fees. Client will reimburse Attorney for such costs or may, upon agreement of Client and Attorney, advance payment to Attorney for such costs and expenses.

Occasionally Attorney may provide Client officials and/or employees with food or meals at Attorney-sponsored trainings or when working with Client officials and/or employees. Attorney may provide such food or meals without additional charge in exchange for the consideration provided by the Client under this Agreement.

BILLING STATEMENT. Attorney shall send Client a statement for fees and costs every calendar month. Attorney's statements shall clearly state the basis thereof, including the amount, rate and basis for calculations or other methods of determination of Attorney's fees. Upon Client request for additional statement information, Attorney shall provide a bill to Client no later than ten (10) days following the request. Client is entitled to make subsequent requests for bills at intervals of no less than thirty (30) days following the initial request. Client shall pay Attorney's statements within thirty (30) days after each statement's date.

ARBITRATION OF FEE DISPUTE. In order to avoid litigation in the event of any dispute concerning billings, it is agreed that any such dispute shall be submitted exclusively to binding arbitration before the American Arbitration Association. The arbitrator shall determine the rights and obligations of the parties according to the substantive and procedural laws of California. You acknowledge that by agreeing to arbitration, you are giving up the right to a jury trial. Judgement on any arbitration award may be entered by any court of competent jurisdiction.

INDEPENDENT CONTRACTOR. It is expressly understood and agreed to by both parties that Attorney, while carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and is not an employee of the Client.

CONSENT TO USE OF ELECTRONIC COMMUNICATION AND CLOUD SERVICES.

To provide Client with efficient and convenient legal services, Attorney will communicate and transmit documents using electronic communication services. Because electronic communication continues to evolve, there may be risks communicating in this manner, including risks related to confidentiality and security. By entering into this Agreement, Client is consenting to such use of electronic communication services with Client and Client representatives and agents. In addition, Attorney uses cloud computing services with including emails and documents, are stored in this manner. By entering into this Agreement, Client understands and consents to having communications, documents and information pertinent to the Client s stored through such cloud-based services.

FILE RETENTION. Attorney will retain files related to representation of Client for a minimum period of seven (7) years after the conclusion of the Client.

During this period, Attorney may retain such files exclusively in digital format and may destroy original paper documents provided by the Client after they are digitized unless requested by the Client to return the originals. At the expiration of the seven (7)-year period, Attorney may destroy such files, including paper or digital copies, unless Client notifies Attorney in writing that Client wishes to take possession of them. Attorney agrees to provide a digital copy of all files related to representation of Client upon Client request, internal files (e.g., administrative records and attorney work product, 's
's
servers located in a facility other than Attorney's office. Most of Attorney's electronic data, 's matter
Attorney's services for
's
excluding Attorney's

Page 74 of 155 ends

Agreement for Professional Services Page 3
DWK 4580424v3
use) which
PRIVACY NOTICE OF COLLECTION OF PERSONAL INFORMATION. Attorney respects the Client Client. For this reason,
Attorney has adopted a privacy policy that describes all the information Attorney collects from or about Client employees in the course of providing the Client with legal services, as privacy policy, which also describes the Client able law, https://www.dwkesq.com/ccpa/. The terms and
disclosures of this privacy policy are incorporated herein, and the signature on the agreement below confirms that Client
Client Client should
email Attorney at [email protected].

CONFLICT OF INTEREST. In some situations, where Attorney has relationships with other entities, the Rules of Professional Conduct and Business & Professions Code may require Attorney to provide disclosure or to obtain informed written consent before it can provide legal services for a client. Attorney represents many Clients and community college districts (public and private), county offices of education, joint powers authorities, SELPAs and other entities throughout California. The statutory and regulatory structure of the provision of education services results in many ways in which these entities interact which If
Attorney becomes aware of a specific conflict of interest involving Client, Attorney will comply with the legal and ethical requirements to fulfill its duties of loyalty and confidentiality to Client. If Client has any question about whether Attorney has a conflict of interest in its representation of Client in any matter, it may contact Attorney or other legal counsel for clarification.

TERMINATION OF CONTRACT. Client or Attorney may terminate this Agreement by giving reasonable written notice of termination to the other party.

COUNTERPARTS. This Agreement may be executed in duplicate originals, including facsimiles, each of which shall fully bind each party as if all had signed the same copy.

Electronic copies of signatures shall be treated as originals for all purposes.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement for Professional Services.

CITY OF LIVINGSTON

Jose Moran Date
Mayor

DANNIS WOLIVER KELLEY
April 22, 2026
David Kruckenberg Date
Attorney at Law
April 22, 2026
Marie Nakamura Date
Attorney at Law
including drafts, notes, internal memoranda, and research prepared for Attorney's internal are the Attorney's property.
's privacy and aims to be transparent with
well as how Attorney uses this information and how long Attorney will retain it. Attorney's 's rights as a consumer under applic
is accessible on Attorney's website at ____________ _
has read or will read Attorney's privacy policy. If the has any questions regarding Attorney's privacy policy or its rights, the could result in a conflict between the interests of more than one of Attorney's clients.

Page 75 of 155 ends

Page 1 of 2 ends

STAFF REPORT
AGENDA ITEM: Resolution Approving the Purchase of One New Polaris Ranger CREW 1000 UTV from Unified Fleet Services, in an Amount Not to Exceed $32,687.26 and Authorizing the City Manager to Execute all Required Documents MEETING DATE: May 5, 2026
PREPARED BY: John Ramirez, Interim Chief of Police
REVIEWED BY: Jose Antonio Ramirez, City Manager
RECOMMENDATION:

Staff recommends that the City Council adopt a Resolution approving the purchase of one new Polaris Ranger CREW 1000 UTV from Unified Fleet Services, in an amount not to exceed $32,687.26 and authorizing the City Manager to execute all required documents.

BACKGROUND:

The Police Department serves the entire City, regardless of development level. Those services include the investigation of crimes, regulating traffic, and protecting the community. In addition to routine police functions, the Police Department must also be prepared to assist with community events (parades/festivals), emergency response, or other public gatherings. Although a majority of that need is in well-developed urban areas, areas of commercial, and residential use, undeveloped and rural areas also require the Police Department’s assistance. Each area provides unique challenges for accessibility and responsiveness, whether it’s limited access, rough terrain, or high pedestrian traffic.

The addition of a Polaris utility vehicle will assist the Police Department by improving mobility and access. This Polaris is another tool for the Police Department to transport personnel and equipment in the different environments, improving police services overall.

Additionally, Polaris equipment has a reputation for reliability and low maintenance requirements, which helps reduce downtime and long-term operating costs. The Polaris UTV is also better than a traditional police car for off-road or rural operations because it can access tough terrains, narrow paths, and remote areas that standard patrol vehicles can’t reach. Its agility and versatility make it ideal for parks, trails, and emergency response in areas where a full-size vehicle would be limited.

DISCUSSION:

City of Livingston Municipal Code Title 1, Chapter 11 allows the City to join with other units of government in cooperative purchasing plans when the best interest of the City would be served thereby. The agreement the City would be joining is between Unified Fleet Services and the League of Oregon Cities and contains an intergovernmental cooperative purchasing agreement meeting the requirements for Livingston Municipal Code § 1-11-4(G) - cooperative purchasing agreements.

The new Polaris will be purchased through NPPGov contract (Organization ID# M-5837470) with United Fleet Services. The quote for the new Polaris is attached.

Page 76 of 155 ends

Page 2 of 2 ends

FISCAL IMPACT:
$32,687.26 will be expended from Fiscal Year 2025-2026 approved budget from Police Department Fund (1100-102-7410)-Equipment Purchase
ATTACHMENTS:

1. Resolution No. 2026-

2. Quote from Unified Fleet Services for Polaris

3. Intergovernmental Agreement

Page 77 of 155 ends

01424.0001/910135.1
RESOLUTION NO. 2026-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LIVINGSTON APPROVING THE PURCHASE OF ONE NEW POLARIS RANGER CREW 1000 UTV FROM UNIFIED FLEET SERVICES, IN AN AMOUNT NOT TO EXCEED $32,687.26 AND

AUTHORIZING THE CITY MANAGER TO EXECUTE ALL REQUIRED DOCUMENTS WHEREAS, the Livingston Police Department is responsible for investigating crimes, regulating traffic and protecting the community, which requires reliable and versatile equipment to efficiently perform duties; and
WHEREAS, a Polaris utility vehicle is an asset that enhances the Police Department’s ability to respond to calls and assist in areas not readily accessible to patrol vehicles, to transport Officers and equipment to help set up command posts and perimeters, and maneuvering through crowds during events; and
WHEREAS, additionally, Polaris equipment is known for its reliability and low maintenance requirements, which helps reduce downtime and long-term operating costs; and WHEREAS, the addition of this equipment will enhance safety in the field, by having the ability to access areas not accessible to patrol vehicles and to be able to do so quickly; and WHEREAS, this Polaris can also have multiple other uses such as parades, festivals and police explorer details, assist in other city events or departments; and WHEREAS, the Police Department identified sufficient funds in the Fiscal Year 2025–2026 budget, from Account # 1100-102-7420, to purchase one new Polaris Ranger in the amount of $32,687.26; and
WHEREAS, City of Livingston Municipal Code Title 1, Chapter 11 allows the City to join with other units of government in cooperative purchasing plans when the best interest of the City would be served thereby; and
WHEREAS, the agreement the City would be joining is between Unified Fleet Services and the League of Oregon Cities and contains an intergovernmental cooperative purchasing agreement meeting the requirements for Livingston Municipal Code § 1-11-4(G) - cooperative purchasing agreements; and
WHEREAS, the new Polaris will be purchased through NPPGov contract (Organization ID#M5837470) with Unified Fleet Services.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Livingston hereby:

1. Finds the above recitals are true and correct findings of the Livingston City Council.

2. Approves the purchase of one new Polaris Ranger (CREW 1000 UTV) from Unified Fleet Services, in an amount not to exceed $32,687.26 from the Fiscal Year 2025-2026 approved budget from the Police Department Fund (1100-102-7420) Vehicle Purchase.

Page 78 of 155 ends

Resolution No.

Page 2 of 3 ends

Page 2 of 2 ends

3. Authorizes the City Manager to execute all required documents.

4. This Resolution will become effective immediately.

I hereby certify that the foregoing Resolution No. 2026-___ is a full, true, and correct copy of a resolution duly passed and adopted by the City Council of the City of Livingston at a regular meeting thereof duly held on the 5th day of May 2026, by the vote recorded as follows:

AYES:

NOES:

ABSENT:

ABSTAIN:

By: _______________________________
Jose A. Moran, Mayor
Of City of Livingston
ATTEST
_________________________
Monica Cisneros, Deputy City Clerk
Of the City of Livingston

APPROVED AS TO LEGAL FORM
________________________
Marc Barraza Tran, City Attorney
Of the City of Livingston

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Prepared for: Livingston PD
April 15th, 2026

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2 Requested Vehicles & Pricing Options
Pricing is determined based on the order value, unless otherwise specified.

REQUESTED:
● Vehicle #1 – Polaris Ranger CREW 1000 UTV with Emergency Lighting upfit

Payment

Vehicle #1:

Polaris Ranger CREW 1000 UTV with Emergency Lighting upfit

Total Purchase Price
$32,687.26 (one-time payment)

Terms
1) This payment includes shipping, covering delivery of the fully upfitted vehicle. 2) This proposal is valid for 30 days.

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3 Next Steps

1. Complete and return the Acceptance Form below to UFS.

2. Complete and return the Credit Application provided by UFS.

3. UFS submits to Bank for underwriting and approval.

4. Bank issues lease documents through E-Sign. Customer must verify the date the resolution was adopted.

5. Customer/Insurance Agent must provide proof of insurance to Bank/UFS.

6. Once items 1-5 are completed, vehicle delivery is scheduled.

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4 Acceptance
[ ] I have reviewed the attached Terms and Conditions and approve this proposal for purchase as outlined above. ___________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Accepted this ____ day of __________, 2026
__________________________________________
(Entity Name)
Federal Tax ID#: ___________________________
By: _______________________________________
Printed Name: _____________________________
Title: ______________________________________

Authorization: Purchaser authorizes Unified Fleet Services to rely on the information provided in connection with this purchase and to communicate with relevant parties as necessary to fulfill the order.

Confidentiality: Except as required by law, the terms of this proposal shall be treated as confidential and shared only with individuals involved in the evaluation or approval of this purchase.

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5 Additional Terms
• This document is a proposal only and is subject to final acceptance by both parties. • Pricing is valid for 30 days from the date of issuance. • Final specifications, quantities, and delivery timelines are subject to mutual agreement. • Any applicable taxes, registration, or additional fees not specifically listed may be added at time of purchase.
• Delivery timelines may vary based on manufacturer availability and upfit requirements.

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League of Oregon Cities IGA V1.0
Intergovernmental Cooperative Purchasing Agreement
This Intergovernmental Agreement (Agreement) is by and between the “Lead Contracting Agency” and participating government entities (“Participating Agencies”), that are members of National Purchasing Partners (“NPPGov”), including members of Public Safety GPO, First Responder GPO, Law Enforcement GPO, Education GPO and EMS GPO that agree to the terms and conditions of this Agreement. The Lead Contracting Agency and all Participating Agencies shall be considered as “parties” to this agreement.

WHEREAS, upon completion of a formal competitive solicitation and selection process, the Lead Contracting Agency has entered into Master Price Agreements with one or more Vendors to provide goods and services, often based on national sales volume projections; WHEREAS, NPPGov provides group purchasing, marketing and administrative support for governmental entities. NPPGov’s marketing and administrative services are free to its membership, which includes participating public entities and nonprofit institutions throughout North America.

WHEREAS, NPPGov has instituted a cooperative purchasing program under which member Participating Agencies may reciprocally utilize competitively solicited Master Price Agreements awarded by the Lead Contracting Agency; WHEREAS, the Master Price Agreements provide that all qualified government members of NPPGov may purchase goods and services on the same terms, conditions and pricing as the Lead Contracting Agency, subject to applicable local and state laws of the Participating Agencies;
WHEREAS, the parties agree to comply with the requirements of the Intergovernmental Cooperation Act as may be applicable to the local and state laws of the Participating Agencies;
WHEREAS, the parties desire to conserve and leverage resources, and to improve the efficiency and economy of the procurement process while reducing solicitation and procurement costs;
WHEREAS, the parties are authorized and eligible to contract with governmental bodies and Vendors to perform governmental functions and services, including the purchase of goods and services; and
WHEREAS, the parties desire to contract with Vendors under the terms of the Master Price Agreements;
DocuSign Envelope ID: 66018645-E08C-4089-B619-3B1E50C2E804

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League of Oregon Cities IGA V1.0
NOW, THEREFORE, the parties agree as follows:

ARTICLE 1: LEGAL AUTHORITY
Each party represents and warrants that it is eligible to participate in this Agreement because it is a local government created and operated to provide one or more governmental functions and possesses adequate legal authority to enter into this Agreement.

ARTICLE 2: APPLICABLE LAWS
The procurement of goods and services subject to this Agreement shall be conducted in accordance with and subject to the relevant statutes, ordinances, rules, and regulations that govern each party’s procurement policies. Competitive Solicitations are intended to meet the public contracting requirements of the Lead Contracting Agency and may not be appropriate under, or satisfy Participating Agencies’ procurement laws. It is the responsibility of each party to ensure it has met all applicable solicitation and procurement requirements. Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local and state solicitation requirements.

ARTICLE 3: USE OF BID, PROPOSAL OR PRICE AGREEMENT
a. A “procuring party” is defined as the Lead Contracting Agency or any Participating Agency that desires to purchase from the Master Price Agreements awarded by the Lead Contracting Agency.
b. Each procuring party shall be solely responsible for their own purchase of goods and services under this Agreement. A non-procuring party shall not be liable in any fashion for any violation of law or contract by a procuring party, and the procuring party shall hold non-procuring parties and all unrelated procuring parties harmless from any liability that may arise from action or inaction of the procuring party.
c. The procuring party shall not use this agreement as a method for obtaining additional concessions or reduced prices for similar goods and services outside the scope of the Master Price Agreement.
d. The exercise of any rights or remedies by the procuring party shall be the exclusive obligation of such procuring party.
e. The cooperative use of bids, proposals or price agreements obtained by a party to this Agreement shall be in accordance with the terms and conditions of the bid, proposal or price agreement, except as modified where otherwise allowed or required by applicable law, and does not relieve the party of its other solicitation requirements under state law or local policies.

DocuSign Envelope ID: 66018645-E08C-4089-B619-3B1E50C2E804

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League of Oregon Cities IGA V1.0
ARTICLE 4: PAYMENT OBLIGATIONS
The procuring party will make timely payments to Vendors for goods and services received in accordance with the terms and conditions of the procurement. Payment for goods and services, inspections and acceptance of goods and services ordered by the procuring party shall be the exclusive obligation of such procuring party. Disputes between procuring party and Vendor shall be resolved in accordance with the law and venue rules of the state of the procuring party.

ARTICLE 5: COMMENCEMENT DATE
This Agreement shall take effect after execution of the “Lead Contracting Agency Endorsement and Authorization” or “Participating Agency Endorsement and Authorization,” as applicable.

ARTICLE 6: TERMINATION OF AGREEMENT
This Agreement shall remain in effect until terminated by a party giving 30 days written notice to “Lead Contracting Agency”
ARTICLE 7: ENTIRE AGREEMENT
This Agreement and any attachments, as provided herein, constitute the complete Agreement between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein.

ARTICLE 8: CHANGES AND AMENDMENTS
This Agreement may be amended only by a written amendment executed by all parties, except that any alterations, additions, or deletions of this Agreement which are required by changes in Federal and State law or regulations are automatically incorporated into this Agreement without written amendment hereto and shall become effective on the date designated by such law or regulation.

ARTICLE 9: SEVERABILITY
All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect.

THIS INSTRUMENT HAS BEEN EXECUTED IN TWO OR MORE ORIGINALS BY EXECUTION AND ATTACHMENT OF “THE LEAD CONTRACTING AGENCY ENDORSEMENT AND AUTHORIZATION” OR “PARTICIPATING AGENCY ENDORSEMENT AND AUTHORIZATION,” AS APPLICABLE. ONCE EXECUTED, IT

IS THE RESPONSIBILITY OF EACH PARTY TO FILE THIS AGREEMENT WITH THE PROPER AGENCY IF REQUIRED BY LOCAL OR STATE LAW.

DocuSign Envelope ID: 66018645-E08C-4089-B619-3B1E50C2E804

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League of Oregon Cities IGA V1.0

LEAGUE OF OREGON CITIES

ENDORSEMENT AND AUTHORIZATION
The undersigned acknowledges, on behalf of the League of Oregon Cities (“Lead Contracting Agency”) that he/she has read and agrees to the general terms and conditions set forth in the enclosed Intergovernmental Cooperative Purchasing Agreement regulating use of the Master Price Agreements and purchase of goods and services that from time to time are made available by the League of Oregon Cities to Participating Agencies locally, regionally, and nationally through NPPGov. Copies of Master Price Agreements and any amendments thereto made available by the League of Oregon Cities will be provided to Participating Agencies and NPPGov to facilitate use by Participating Agencies.

The undersigned understands that the purchase of goods and services under the provisions of the Intergovernmental Cooperative Purchasing Agreement is at the absolute discretion of the Participating Agencies.

The undersigned affirms that he/she is an agent of the League of Oregon Cities and is duly authorized to sign this League of Oregon Cities Endorsement and Authorization. ________________________________________ Date: June 13, 2023 BY: Patricia M. Mulvihill
ITS: Executive Director
League of Oregon Cities Contact Information:

Contact Person: Kevin Toon
Address: 1201 Court St NE #200, Salem, OR 97301
Telephone No.: 503-588-6550
Email: [email protected]
DocuSign Envelope ID: 66018645-E08C-4089-B619-3B1E50C2E804 DocuSigned by:

MVici0v flt. l\w.Lv.ilu(i A49AFD929F7246E ...

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League of Oregon Cities IGA V1.0

PARTICIPATING AGENCY

ENDORSEMENT AND AUTHORIZATION
The undersigned acknowledges, on behalf of ______________ (“Participating Agency”) that he/she has read and agrees to the general terms and conditions set forth in the enclosed Intergovernmental Cooperative Purchasing Agreement regulating use of the Master Price Agreements and purchase of goods and services that from time to time are made available by the Lead Contracting Agency to Participating Agencies locally, regionally, and nationally through NPPGov.

The undersigned further acknowledges that the purchase of goods and services under the provisions of the Intergovernmental Cooperative Purchasing Agreement is at the absolute discretion of the Participating Agency and that neither the Lead Contracting Agency nor NPPGov shall be held liable for any costs or damages incurred by or as a result of the actions of the Vendor or any other Participating Agency. Upon award of contract, the Vendor shall deal directly with the Participating Agency concerning the placement of orders, disputes, invoicing and payment.

The undersigned affirms that he/she is an agent of __________________ and is duly authorized to sign this Participating Agency Endorsement and Authorization. ______________________________ Date:______________
BY: _________________________
ITS: _________________________
Participating Agency Contact Information:

Contact Person: ________________________
Address: ______________________________
______________________________________
______________________________________
Telephone No.:__________________________
Email:_________________________________
DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A DocuSign Envelope ID: 66018645-E08C-4089-B619-3B1E50C2E804

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STAFF REPORT
AGENDA ITEM: Resolution Approving the Purchase of One Radar Trailer (SpeedAlert 24 Radar Message Sign with trailer) from All Traffic Solutions LLC, in the Amount of $19,307.78 and Authorizing the City Manager to Execute all Required Documents
MEETING DATE: May 5, 2026
PREPARED BY: John Ramirez, Interim Chief of Police
REVIEWED BY: Jose Antonio Ramirez, City Manager
RECOMMENDATION:

Staff recommends that the City Council adopt a Resolution approving the purchase of one new Radar Trailer (SpeedAlert 24 Radar Message Sign with trailer) from All Traffic Solutions LLC, in the amount of $19,307.78 and authorizing the City Manager to execute all required documents.

BACKGROUND:

The City currently utilizes radar speed trailers as part of its traffic-calming and public safety strategy.

These units provide real-time speed feedback to motorists, encouraging voluntary compliance with posted speed limits, and support data-driven enforcement by collecting traffic volume and speed information. These radar trailers are also pivotal in overall speed control and help to deter traffic collisions in areas where deployed.

The City’s existing radar trailer is close to 20 years old, frequently out of service or in need of repairs, and is no longer supported by its prior manufacturer. This results in reduced liability and challenging maintenance issues. Additionally, demand for traffic-calming deployments has increased due to resident requests and complaints, school-zone safety concerns, and targeted enforcement initiatives.

DISCUSSION:

City Municipal Code Title 1, Chapter 11 allows the City to use the procurement services from SourceWell for purchasing. SourceWell is a joint powers authority (See California Government Code Section 6502) that offers national, competitively solicited purchasing contracts meeting the requirements for Livingston Municipal Code § 1-11-4(G) - cooperative purchasing agreements (City of Livingston Account#60833).

The new radar trailer will be purchased through SourceWell’s contract # 090122-ATS with All Traffic Solutions LLC.

FISCAL IMPACT:

For the radar trailer, $19,307.78 will be expended from fiscal year 2025-2026 from (Account # 1100- 102-7410/Equipment Purchase) allocated through approved budget from the Police Department.

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Page 2 of 2 ends

ATTACHMENTS:

1. Resolution

2. Exhibit “A” Quote Q-102432 from All Traffic Solutions LLC

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Page 1 of 2 ends

RESOLUTION NO. 2026-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LIVINGSTON APPROVING THE PURCHASE OF ONE RADAR TRAILER (SPEEDALERT 24 RADAR MESSAGE SIGN WITH TRAILER) FROM ALL TRAFFIC SOLUTIONS LLC IN THE AMOUNT OF $19,307.78 AND

AUTHORIZING THE CITY MANAGER TO EXECUTE ALL REQUIRED DOCUMENTS WHEREAS, the City of Livingston is a municipal corporation duly organized and existing pursuant to the Constitution and laws of the State of California (“City”); and WHEREAS, the City of Livingston is required to provide public safety and police services to the community; and
WHEREAS, the City of Livingston utilizes radar speed trailers as part of its traffic‑calming and public safety strategy to provide real‑time speed feedback to motorists, encourage voluntary compliance with posted speed limits, and collect traffic data to support enforcement efforts; and
WHEREAS, the City’s existing radar trailer is over 20 years old, frequently out of service, no longer supported by its manufacturer, and increasingly costly and difficult to maintain; and WHEREAS, the demand for traffic calming deployments has increased due to resident concerns, school zone safety needs, and targeted enforcement initiatives; and WHEREAS, Livingston Municipal Code Title 1, Chapter 11 authorizes the use of cooperative purchasing agreements, including those offered through SourceWell, a joint powers authority established under California Government Code Section 6502; and WHEREAS, SourceWell Contract No. 090122‑ATS provides competitively solicited pricing for traffic‑calming equipment, including the SpeedAlert 24 Radar Message Sign with trailer manufactured by All Traffic Solutions LLC; and
WHEREAS, $19,307.78 will be expended from fiscal year 2025-2026 from (Account # 1100-102-7410/Equipment Purchase) allocated through approved budget from the Police Department; and
WHEREAS, the City Council desires to approve the purchase of the radar trailer and authorize the City Manager to execute all necessary documents to complete the transaction.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livingston hereby;

1. Finds the above recitals are true and correct findings of the Livingston City Council.

2. Approves the purchase of one SpeedAlert 24 Radar Message Sign with trailer from All Traffic Solutions LLC through SourceWell Contract No. 090122ATS in the amount of $19,307.78.

3. Authorizes the City Manager to execute all required documents.

4. This Resolution will become effective immediately.

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Page 2 of 2 ends

AYES:

NOES:

ABSENT:

ABSTAIN:

By: ______________________________
Jose A. Moran, Mayor
of the City of Livingston
ATTEST:
___________________________________
Monica Cisneros, Deputy City Clerk
of the City of Livingston
Approved as to legal form
____________________________________
Marc Barraza Tran, City Attorney
of the City of Livingston

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QUOTE Q-102432
Questions contact:

DATE: 04/09/2026 PAGE
NO: 1
Mail Purchase
Orders to:
5100 W Brown Deer
Rd
Brown Deer, WI
53223
All Traffic Solutions, LLC
5100 W Brown Deer Rd
Brown Deer, WI 53223
Phone: 814-237-9005
Fax: 814-237-9006
DUNS #: 02-344-3864
Tax ID: 39-0983658
CAGE Code: 0GWV8
Contract:

Sourcewell 090122-ATS
MANUFACTURER:

All Traffic Solutions
Rosalyn Edwards
x
[email protected]
Independent Sales Rep:

BILL TO: SHIP TO:

Livingston Police Department - CA
1416 C Street
Livingston, CA 95334
Billing Contact:

Livingston Police Department - CA
1416 C Street
Livingston, CA 95334
Attn: Nick Kirk

PAYMENT
TERMS:

Net 30
CUSTOMER: Livingston
Police Department - CA
CONTACT:(209) 499-8935
ITEM NO: DESCRIPTION: QTY: EACH: EXT.

PRICE:
4000750 App, Mobile User Interface perpetual license (only 1 required per account—Bluetooth required,
enabled separately)
1 $100.00 $100.00
4000745 SpeedAlert 24 Radar Message Sign (RMS); base
unit (select mount separately)
1 $9,777.72 $9,777.72
4001299 3 Year Warranty 1 $0.00 $0.00
4000874 All Options Activation: Bluetooth, Traffic Data, Violator Alert, Camera/Pictures, ($3000 Value,
requires Traffic or Message Suite)
1 $0.00 $0.00
4000647 App, Traffic Suite (12mo); Equip Mgmt, Reporting, Image Mgmt, Alerts, Mapping and PremierCare
1 $1,500.00 $1,500.00
4001626 VZW communications prep 1 $0.00 $0.00
4001622 ATS-5 Trailer for IA/SA24 includes: 470Ah
Batteries & Trailer Certificate of Origin
1 $5,733.24 $5,733.24
4500142 Solar Controller 20A, up to 200W solar panel 1 $210.00 $210.00 4001413 Solar panel, 160W: includes bracket for ATS-5
trailer and harness; requires 20A solar controller
1 $1,290.00 $1,290.00
4000879 Violator Strobe, Red and Blue for ATS-5 for use with SA24
1 $840.48 $840.48
4900032 Carrying Case; iA24 softcase with storage pockets 1 $286.62 $286.62 4000120 Trailer wheel lock, ATS-5 1 $146.88 $146.88
,-;,· ALL TRAFFIC ., S O L U T I O N S0

A TAPCO BRAND

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4001889 Shipping and Handling 1 $1,688.00 $1,688.00
4001190 Discount - New Purchase 1 ($2,265.16) ($2,265.16) 4000705 Sales Tax 1 $0.00 $0.00
SALES
AMOUNT:

Special Notes: $19,307.78
TOTAL
USD:
$19,307.78
Duration: This quote is good for 60 days from date of issue.

Shipping Notes: All shipments shall be FOB shipper. Shipping charges shall be additional unless listed on quote.

Taxes: Taxes are not included in quote. Please provide a tax-exempt certificate or sales tax will be applied.

Warranty: Unless otherwise indicated, all products have a one year warranty from date of sale. Warranty extensions are a component of some applications that are available at time of purchase. A Finance Charge of 1.5% per month will be applied to overdue balances. GSA GS-07F-6092R I am authorized to commit my organization to this order. If your organization will be creating a purchase order for this order, please submit purchase order to either of the following: Email: [email protected] or Physical Address: Listed at top of quote.

Signature: Date:

Print Name: Title:
\signature1\ \date1\
\fullname1\ \title1\

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STAFF REPORT
AGENDA ITEM: Adopt a Resolution (1) Authorizing the City Manager to Execute a Professional Service Agreement with PrecisionWorks LLC, dba Precision Concrete Cutting (PCC) for the 2025 Sidewalk Trip Hazard Mitigation Phase 2 Project for a Total Project Amount Not to Exceed $35,041.28 MEETING DATE: May 5, 2026
PREPARED BY: Anthony Chavarria, Director of Public Works REVIEWED BY: Jose Antonio Ramirez, City Manager
RECOMMENDATION:

Adopt a Resolution authorizing the City Manager to execute a professional service agreement with PrecisionWorks LLC, dba Precision Concrete Cutting (PCC) for the 2025 Sidewalk Trip Hazard Mitigation Phase 2 Project for a total project amount not to exceed $35,041.28.

BACKGROUND:

On May 20, 2025, Council approved a Professional Service Agreement with Precision Concrete Cutting (PCC) to perform Phase 1 of the 2025 Sidewalk Trip Hazard Mitigation Project. A tripping hazard is defined as any panel uplift between one-half inch and two inches in height and caused by a number of factors such as age, weather, subsurface conditions, or tree roots. The areas that were completed are as follows: Arakelian Park, City Hall/P.D./Fire, Court Yard Plaza, Frederick Worden Park, Hammattfrom Olive Ave. to Walnut Ave., Joseph Gallo Park, Lucero Park, Max Sports Complex, Memorial Park, Singh Park, and Winton-F St. to Peach. By June 2025, PCC completed Phase 1 with 479 Offset repairs.

In July 2025, staff requested PCC to perform a comprehensive sidewalk trip hazard assessment for Phase 2 of the 2025 Sidewalk Trip Hazard Mitigation Project in the areas located at Main St. from Peach Ave. to Swan St., Robin Ave. from Lilac Lane to “F” St. and “F” St. from Robin Ave. to Winton Parkway. PCC’s assessment identified 554 Offsets, 30 Removal and Replacements (R&R) and 9 Miscellaneous repairs (ATTN). PCC' s cost estimate of $35,041.28 includes fixing all Offset tripping hazards and creating and maintaining a historical database of sidewalk hazard locations and repair work.

The City typically inspects and repairs sidewalks on an informal or as-needed basis but will be transitioning the repairing of sidewalks as part of a larger capital improvement project. Staff researched ways to mitigate these sidewalk issues. A cost-effective method to mitigate sidewalk tripping hazards is cutting the vertical displacement in a manner that is safe and ADA-compliant. Precision Concrete Cutting (PCC) performs these types of sidewalk repairs using patented saw cutting equipment. Using their specialized tools, they are able to implement a precise method for removing only damaged concrete, reducing the risk of over-cutting and unnecessary repairs. This method saves on materials, labor, and time, leading to quicker project completion and less public disruption. It also creates clean, straight edges that are safer for pedestrians, reducing the risk of tripping hazards and potential liabilities.

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Page 2 of 2 ends

The cost for traditional R&R repair is estimated to be $300,000 and PCC has estimated the total cost for Phase 2 to be $35,041.28. With 90% cost savings, PCC is 9.3x more cost effective than traditional R&R.

PCC also offers a built-in service to build and maintain a GIS-based database of sidewalk inspections and repairs. GIS software allows for precise mapping and documentation of sidewalk conditions, leading to accurate assessments and better repair planning. It centralizes data for informed decisionmaking, uses historical data to predict future maintenance, and optimizes resource allocation, which reduces long-term costs.

DISCUSSION:

The City of Livingston has adopted the Uniform Public Construction Cost Accounting Act (UPCCAA), which is codified in the City’s Municipal Code in Chapter 1-21. Under these provisions, the City is authorized to utilize direct contracting procedures for public projects that fall below the statutory threshold established by the State of California. This framework allows the City to streamline procurement while maintaining compliance with applicable public contracting requirements.

Pursuant to Section 1-21-4 of the Livingston Municipal Code, projects at or below $75,000 may be performed by force account, negotiated contract, or purchase order without the need for competitive bidding, in accordance with in Public Contract Code § 22032(a).

FISCAL IMPACT:
$35,041.28 will be expended from the approved Fiscal Year 2025/2026 budget from the Measure V 80% Fund (1221-105-7530).

ATTACHMENTS:

1. Resolution No. 2026-

2. Professional Service Agreement for PrecisionWorks LLC, dba Precision Concrete Cutting (PCC)

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Page 1 of 2 ends

RESOLUTION NO. 2026-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LIVINGSTON

AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICE

AGREEMENT WITH PRECISIONWORKS LLC, DBA PRECISION CONCRETE CUTTING (PCC), FOR THE 2025 SIDEWALK TRIP HAZARD MITIGATION PHASE 2 PROJECT IN AN AMOUNT NOT TO EXCEED $35,041.28
WHEREAS, on May 20, 2025, the City Council approved a Professional Service Agreement with PCC to perform Phase 1 of the 2025 Sidewalk Trip Hazard Mitigation Project, which was successfully completed by June 2025 with 479 offset repairs; and WHEREAS, in July 2025, PCC performed a comprehensive sidewalk trip hazard assessment for Phase 2 of the project in the areas located at Main St. from Peach Ave. to Swan St., Robin Ave. from Lilac Lane to “F” St. and “F” St. from Robin Ave. to Winton Parkway with 554 offset repairs identified, along with additional removal, replacement, and miscellaneous repairs; and
WHEREAS, Precision Concrete Cutting utilizes patented saw-cutting technology that provides a cost-effective, ADA-compliant method of mitigating sidewalk trip hazards without full concrete replacement, resulting in significant cost savings and reduced public disruption; and WHEREAS, PCC holds multiple United States patents for its proprietary sidewalk cutting technology and offers an integrated GIS-based inspection and repair database system that is not commercially available from other vendors; and
WHEREAS, the City of Livingston has adopted the Uniform Public Construction Cost Accounting Act (UPCCAA), which is codified in the City’s Municipal Code in Chapter 1-21; and WHEREAS, under these provisions, the City is authorized to utilize direct contracting procedures for public projects that fall below the statutory threshold established by the State of California; and
WHEREAS, pursuant to Section 1-21-4 of the Livingston Municipal Code, projects at or below $75,000 may be performed by force account, negotiated contract, or purchase order without the need for competitive bidding, in accordance with Public Contract Code § 22032(a); and
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Livingston hereby:

1. Finds that the foregoing recitals are true and correct and incorporated by reference.

2. Authorizes the City Manager to execute a professional service agreement with PrecisionWorks LLC, dba Precision Concrete Cutting (PCC), for the 2025 sidewalk trip hazard mitigation phase 2 project in an amount not to exceed $35,041.28 from the approved Fiscal Year 2025/2026 budget from the Measure V 80% Fund (1221-105- 7530).

3. Authorizes the City Manager to execute all required documents.

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Page 2 of 2 ends

4. This Resolution will become effective immediately.

AYES:

NOES:

ABSENT:

ABSTAIN:

By:

Jose A. Moran, Mayor
of City of Livingston
ATTEST
Monica Cisneros, Deputy City Clerk
of the City of Livingston

APPROVED AS TO LEGAL FORM
________________________
Marc Tran, City Attorney

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01222.0001/643601.1 1

CITY OF LIVINGSTON

CONTRACT PROFESSIONAL SERVICES AGREEMENT
THIS CONTRACT PROFESSIONAL SERVICES AGREEMENT (herein “Agreement”) is made and entered into on May 5, 2026, by and between the CITY OF LIVINGSTON, a municipal corporation (“City”) and PrecisionWorks LLC, dba Precision Concrete Cutting (herein “Consultant”).

NOW, THEREFORE, the parties hereto agree as follows:

1. SERVICES OF CONSULTANT

1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the work or services set forth in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by reference. Consultant warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner.

1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction.

1.3 California Labor Law. If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws.

1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement.

1.5 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

2. COMPENSATION

2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference, but not exceeding the maximum contract amount of Thirty-Five Thousand and Forty-One Dollars and Twenty-Eight Cents ($35,041.28) (“Contract Sum”).

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2 2.2 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.3 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

3. PERFORMANCE SCHEDULE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding thirty (30) days cumulatively.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the

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3 fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). [The City may, in its sole discretion, extend the Term for one (1) additional one-year term.]

4. COORDINATION OF WORK

4.1 Representative of Consultant. Alexis Renteria is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant. Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, and shall keep City informed of any changes.

4.2 Contract Officer. Anthony Chavarria [or such person as may be designated by the City Manager] is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith (“Contract Officer”).

4.3 Prohibition Against Subcontracting or Assignment. Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void.

4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a joint enterprise with City.

5. INSURANCE AND INDEMNIFICATION

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4 5.1 Insurance Coverages. Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, nonowned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

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5 (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

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6 (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified

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7 Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records.

6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require.

6.3 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than the City without prior written authorization from the Contract Officer.
(b) Consultant shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives the City notice of such court order or subpoena.
(c) If Consultant provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.

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8 (d) Consultant shall promptly notify the City should Consultant be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. The City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant.

6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the “documents and materials”) prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder.

Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. section 101, such documents and materials are hereby deemed “works made for hire” for the City.

7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Merced, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Eastern District of California.

7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article.

7.3 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under this Agreement.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or

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9 different times, of any other rights or remedies for the same default or any other default by the other party.

7.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit “C”. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.5 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

8. MISCELLANEOUS

8.1 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class

8.2 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

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10 8.3 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Livingston, 1416 C Street, Livingston, CA 95334, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement.

Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

8.4 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing.

8.5 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

8.6 Waiver. No delay or omission in the exercise of any right or remedy by non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party’s consent to or approval of any act by the other party requiring the party’s consent or approval shall not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8.7 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees, whether or not the matter proceeds to judgment.

8.8 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

8.9 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

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11 8.10 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials _______

8.11 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[Signatures On The Following Page]

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12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF LIVINGSTON, a municipal
corporation

Jose Antonio Ramirez, City Manager
ATTEST:

Monica Cisneros, Assistant to City Manager/
Deputy City Clerk
APPROVED AS TO FORM:

Burke, Williams & Sorensen, LLP

Mark Barraza Tran, City Attorney
CONSULTANT:

PrecisionWorks LLC, dba Precision____
Concrete Cutting _____
By:

Name: Joseph Ortega
Title: Vice President
By:

Name:

Title:

Address:

Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S

SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE

INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY

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01222.0001/643601.1 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. The consultant will perform the following services:

A. Slicing Uneven Sidewalk Repairs
II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:

A. Repair uneven sidewalks up to 2”
B. GIS reporting including inspection reports and before and after site photographs C. Post Project Report
III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City updated of the status of performance by delivering the following status reports:

A. Bi-weekly Project Report
B. Dataworks Right of Way Asset Management Software
IV. All work products are subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.

V. Consultant will utilize the following personnel to accomplish the Services:

A. Project Manager
B. Assessment Technicians
C. Repair Technicians

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01222.0001/643601.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
See attached specifications and rates

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C-1
01222.0001/643601.1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following Services at the following rates:

Page '1 or3
Dale.: 04/1412026
!PROPOSAL FOR ' N OT To EX1CEED" A GREEMENT B E.llWEEN
TME CliliY OF LIVIN'GSTON ANID IPRECIS ON CONCRETE C UTTING (PCC) QVERVfEW
Uneven sldewa s caused by gro1111d sellllng and IJ,ee rools cause a potential hazard to 1pedestrnans.

Displaced sldewa ks ca:use problems for both public and private entllies In the Corm or tn p an fa I labl ty e>11posure.

It Is proposed thal the Olly of Li'!llngston .and PCC enter Into an agreement whereby PCC wl I assess, and raepalr sidewalks (horizontal concrete saw cutting), as Identified and requ.ested by Olly staff. T price for these servlces shall nol ex:~I the dol -r amounl and q11anlity defilned In the •pr,oposal Delair section b ow.

BACKGROUND INFORMATION OH PRECI-SJO,N CONCRETE ,CtJrnNG PCC has been assessing and repaDriing S!ldewa1ks since 1QQO. The company perfo1ms wo11k throughout the United States. and with dozens. of cities n Ca Com .

PCC Is ~he le:ad'.er In sildewaik .assie.t management. W speclatlz:e assie.ss • g S!ldewa'lk fT.aslru.cture and raepalrlng uneven sldl!:walks. Our unlque saw-cuttlng method for conrecting off-set sldewa k pane.ls. ~aves beh d ADA comp lanl re&1.1lts. for a firacdo: of the cost o.f new· conorete. Our cl nls be:n t fi~om detalled GIS maps. that al ow them lo c,,eate a GIS database to cosl effectively manage thelr sildewalk ntras1Juci1.mi.

ASSESSMENT SERVICE'S
PCC technicians wl I walk every panel the project area and vlsua ly assess pottm t pplng hazards and damage. PCC wlU provide a GIS compa l>le report that st eao'h location ldenlified inclu.dlng a p:hoto,. exact location, ,off-set 11.elght and squa~e fool amou.n for replacement locations. -

PROPRIETARY MOBILE PHO,NE SORWARE
PCC has develo;ped pr~prletary moblte software useable ac,,oss. mu lple platforms (And'roldl. iPhil'M , IP.ad, Smar! Phone, etc.),
• Pro11Jdes GPS Coo rd lnates - Integrates ·with GIS s~-ste:ms • Mapp ng - PffovldM detalled bca.tlon d'a.ra plotted Google Ma;ps • Dela ed ~eportlng - Pr011ides. specltlc an.di dl!:ta led data on measuraements for every hip hazardl • Ad'.d resse-s - The software g -. es the address and cmglrude / lalitude of each trip hazardl location • Ad'.d itlonal Dala - Recorads olher data. e.,g. spalllng, c,acks, rep oome.n.ls ,or other d'ata you meed • Sldewalk Assel Management - POC offers oompl&te sildewalk asset managemenl

PROPRIETARY AND PA TENTED REPAJR METHOD
T,o l)a, e. POC as been a.ward:ed 8 patents by thJ US Paten! and Trademark Office on om trip hazardl raemoval eq11lpmen1 .and process. The fo ow.lng Is eac patent deso t on an.di number where they can be r,e\lleW'ed ,on the IUS P\lltenl office web sjte - www.usplo.gov

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01222.0001/643601.1
C-2

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6.827,074 - Hub and blade combination patent

6.896,604 • Oust hood patent
7 .000,606 • Cutting apparatus and broadening patent

7.143,760 . Method patent

7.201,644 - Variations and broadening patent

7.402,095 - Extended methods patent

9.759,559 . Stand up measuring gauge digitized readout

9.494,407 - Stand up measuring gauge
116,285,96 - Concrete cutting dust abatement systems and methods

PROPOSAL DETAILS
Contract amount: Total charge for services rendered shall not exceed $35,041 .28 Bllllng Units: Services are bilted In •Inch Feer. An Inch foot is calculated by measuring the average height of the sidewalk off-set and multiplying this average by the length of the cut. Example: A sidewalk off~et on a 4- foot-wlde side.walk that consists of a o.s• rise on one side. and tapers down to a zero rise on the other Is calculated as follows:
o.5" •'1' x 4ft = 1 lnch-t001 - 2-
Unit Price for sidewalk shaving: 58 per Inch-foot.

Streets with Sklewalks to be repaired: Downtown and F st .. ••
I 0 ., ...

I ' I
.; .t.-•
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t I
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Livi ...
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LIM/TA TIONS
PCC removes only tmse trip hazards specifically requested or approved by customers. and therefore makes no guarantee or representation that areas are free of trip hazards after the wcw1t is completed. In addition, PCC only performs certain trip hazard repairs. Among othet things, PCC does not remove and replace sidewalk slabs (R&Rs} and does not repair certain A TTNs (e.g. utility boxes). FLWthermore, to pceserve clients' budget, PCC typically does not perform any repair at and around any sidewalk slabs that requr& to be replaced. It is our customers' responsibiily to provide proper acoess and PCC assumes no liability for trip hazards that camot be repaired due to parked vehicles or other obstacles preventing safe and practical access. In such cases. PCC returns once to attempt completion of repairs that ooUd not be completed the fitSt troe. Additionaly. it is recognized that after completion of the work. the conctete trip hazards may and frequently do oontinue to move naturally over troe due to roots, water, freezing, pipes, and other natural oc man-made causes. PCC is not responsible for mcwement oc changes in the sidewal.k and is not liable for any related claims, losses, damages or liabilities thereto pertaining.

Precision Concrete Cutting is committed to providing the highest quality service to our customers. Should you have any questions or comments, please do not hesitate to contact us.

PCC REPRESENTATIVE: YOUR REPRESENTATIVE:

Alexis Renteria x. ___________ _
Precisi:>n E~e. LLC I CSLB I 10324741417 Harrison St Oakland, CA 946071 Tel 650-867-8657 1 Fax 650-240-3866 1 [email protected]

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01222.0001/643601.1
II. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as a part of the final payment upon satisfactory completion of services.

III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 2.3.

IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all the work performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

V. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement.

VI. Consultant’s billing rates for all personnel are attached as Exhibit C-1.

C-4

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D-1
01222.0001/643601.1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following schedule:

Days to Perform Deadline Date
A. Task A Sidewalk repair
Phase 2
45 working days
II. Consultant shall deliver the following tangible work products to the City by the following dates.

A. Repair uneven sidewalks
B. GIS report and high resolution before/after sites photographs C. Post Project Report
III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

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STAFF REPORT
AGENDA ITEM: Adoption of Resolution 2026-__ Ratifying a Purchase and Sale Agreement with Livingston Union Elementary School District for City’s Purchase of Property Located at Unassigned, SEQ B Street & Winton Parkway (APN 022-010-0007) and Authorizing the City Manager to Execute all Related Documents

MEETING DATE: May 5, 2026

PREPARED BY: Maria Sullivan, Deputy City Attorney
Jose Antonio Ramirez, City Manager
REVIEWED BY: Jose Antonio Ramirez, City Manager

RECOMMENDATION
Staff recommends that the City Council adopt a Resolution ratifying a Purchase and Sale Agreement with Livingston Union Elementary School District for the City’s purchase of property located at Unassigned, SEQ B Street & Winton Parkway (APN 022-010-0007) and authorizing the City Manager to execute all related documents, for the purpose of extending the roadway and constructing street improvements.

BACKGROUND
On April 7, 2026, the City Council approved a final negotiated Purchase and Sale Agreement between the City of Livingston and the Livingston Union Elementary School District to acquire a fee simple interest in a portion of property, identified as Assessor Parcel No. 022-010-007 and located at Unassigned, SEQ B Street and Winton Parkway, for the purpose of expanding Winton Parkway to the south between B Street and F Street, and constructing street improvements.

The Parties finalized the City’s purchase of the required portion of real estate noted above, including the acquisition of a separate overhead utility easement, in the amount of $71,700.00, and the Agreement, attached hereto as Attachment 2, was executed by both parties.

DISCUSSION
In 2025, the City of Livingston permitted the construction of the River Glen Apartments Complex at the southeast quadrant of the intersection of Winton Parkway and B Street. The City has been working with the Developer for the River Glen Apartments Complex to also construct an extension for Winton Parkway to the south, abutting the project’s west property and spanning between B Street and F Street.

The road extension will be constructed in two phases, with Phase 1 to include construction of a 2-lane paved roadway and street improvements to accommodate vehicle traffic in each direction, and Phase 2 to include construction of pavement widening of the south leg of the Winton Parkway and B Street intersection for travel and turn lanes, and addition of traffic signal posts, mast arms and electrical control cabinets.

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2 of 3
On February 19, 2026, the City made a written fair market offer to purchase the subject property in the amount of $71,700.00, which was based upon an appraisal performed by James G.

Palmer Appraisals, Inc., with a date of value of September 25, 2025.

Based on the City Council’s April 7, 2026, authorization to finalize the sale for the parties’ agreed upon terms, the City and the District have executed the Purchase and Sale Agreement, effective as of April 24, 2026, so that the City can begin construction of Phase 1 of the Winton Parkway Extension Project.

ENVIRONMENTAL REVIEW
The Project is exempt from CEQA pursuant to 14 CCR §15183(a), consistent with the development density established by existing zoning, community plan, or general plan policies, §15183(f), previously adopted and uniformly applied development policies or standards, and §15183.3, streamlining for eligible infill projects

FISCAL IMPACT
Authorize the Finance Department to make a supplemental appropriation to Streets and Bridges Development Impact Fee – Fund 2004 - Account 2004-700-7500 not to exceed $71,700 to purchase the property SEQ B Street & Winton Parkway (APN 022-010-0007).

ATTACHMENTS

1. Resolution

2. Purchase and Sale Agreement

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RESOLUTION NO. 2026-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LIVINGSTON RATIFYING A

PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF LIVINGSTON AND LIVINGSTON UNION ELEMENTARY SCHOOL DISTRICT FOR CITY’S PURCHASE OF THE

PROPERTY LOCATED AT UNASSIGNED, SEQ B STREET & WINTON PARKWAY (APN 022-010-007) AND AUTHORIZING THE CITY MANAGER TO EXECUTE ALL RELATED

DOCUMENTS
WHEREAS, the City of Livingston, a municipal corporation and general law city duly authorized and existing under and pursuant to the Constitution and laws of the State of California (“City”), is authorized to enter into contracts and agreements and to acquire and dispose of property for the benefit of the City; and
WHEREAS, the City of Livingston desires to acquire a fee simple interest and an overhead utility easement in Property owned by Livingston Union Elementary School District, identified as Assessor Parcel No. 022-010-007 and located at Unassigned, SEQ B Street & Winton Parkway, for the purpose of extending the roadway and constructing street improvements, to include curb, gutter, sidewalk extensions, street lighting, landscaping and storm drainage.

WHEREAS, on April 7, 2026, the City Council approved the final negotiated terms of the attached Purchase and Sale Agreement.

WHEREAS, based on the April 7 approval, the City and the Livingston Union Elementary School District executed the Purchase and Sale Agreement on April 24, 2026. The City of Livingston will acquire a fee, simple interest and an overhead utility easement in a portion of a parcel described in the Exhibits to the Purchase and Sale Agreement for the agreed upon price of $71,700.00.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livingston, that:

1. CEQA Determination. The Project is exempt from CEQA pursuant to 14 CCR §15183(a), consistent with the development density established by existing zoning, community plan, or general plan policies, §15183(f), previously adopted and uniformly applied development policies or standards, and §15183.3, streamlining for eligible infill projects.

2. The Purchase and Sale Agreement, attached hereto as Attachment 2, is hereby ratified.

3. The City Council authorizes the City Manager and City Attorney to take all actions necessary and sign all necessary documents to open and close escrow and to acquire the property as contemplated by the approved agreement.

4. Authorize the Finance Department to make a supplemental appropriation to Streets and Bridges Development Impact Fee – Fund 2004 - Account 2004-700-7500 not to exceed $71,700 to purchase the property SEQ B Street & Winton Parkway (APN 022-010-0007).

I hereby certify that the foregoing Resolution No. 2026-__ is a full, true and correct copy of a resolution duly passed and adopted by the City Council of the City of Livingston at a regular meeting thereof duly held on the 5th day of May 2026, by the vote recorded as follows:

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AYES:

NOES:

ABSTAIN:

ABSENT:

By: ____________________
Jose A. Moran, Mayor
of City of Livingston
ATTEST
______________________________
Monica Cisneros, Deputy City Clerk
Of the City of Livingston

APPROVED AS TO LEGAL FORM

________________________
Marc Barraza Tran, City Attorney

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PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into as of _______ , 202 _ ("Effective Date"), by and between LIVINGSTON UNION ELEMENTARY SCHOOL DISTRICT, a California public school district, as seller ("Seller"), and the CITY OF LIVINGSTON, a municipal corporation, as buyer ("Buyer"). Seller and Buyer may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS
A. Seller is the owner of that certain real property with an unassigned address, located in Livingston, California and identified as APN 022-010-007 (the "Parcel").

B. Buyer desires to acquire a fee simple interest in a portion of the Parcel, as more particularly described in Exhibit A attached hereto (the "Property") and, by separate agreement, a perpetual overhead utility easement ("OUE") in a portion of the Parcel as conceptually depicted in Exhibit E ("OUE Arca"). The precise dimensions of the QUE Area have not yet been identified and Pacific Gas & Electric Company ("PG&E") is reviewing the proposed OUE and will. provide a form easement following PG&E approval. Buyer is evaluating constructing a road and related improvements on the Property and relocated utility facilities on the OUE.

C. The Parties will enter into a separate Overhead Utility Easement Agreement ("OUE Agreement") at a later date to memorialize Buyer's acquisition of the full QUE.

Notwithstanding, Partial consideration for the OUE, in the amount of Three Thousand Seven Hundred Fifty One and 10/100 ($3,751.10) is being provided for in this Agreement for the portion of the Parcel depicted in Exhibit E. If the dimensions of the QUE area increase in size, additional compensation will be provided for the amount of increase in the separate QUE Agreement.

D. The Parties are entering into this Agreement to set forth the terms and conditions under which Buyer will purchase and Seller will sell the Property.

AGREEMENT
IT JS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS:

1. Incorporation of Recitals. The recitals set forth above in the section entitled "Recitals" are true and correct and are incorporated herein by this reference.

2. Sale and Purchase of the Propertv. Seller agrees to sell and convey the Property to Buyer and Buyer agrees to purchase the Property from Seller, on the terms and conditions set forth herein.

3. Condition of the Properry. Upon the Close of Escrow, Buyer shall acquire the Property in its "AS-IS" condition by a fully executed Grant Deed and shall be responsible for any defects in the Property, whether patent or latent, including, without limitation, the exact area and size of the Property, the physical, environmental, and geotechnical condition of the Property,

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and the existence of any contamination, Hazardous Materials (as defined below), debris, or other structure located on, under or about the Property. Except as expressly set forth herein, Seller makes no representation or warranty concerning the physical, environmental, geotechnical, or other condition of the Property, the suitability of the Property for the Buyer's use, or the present use of the Property, and specifically disclaims all representations or warranties of any nature concerning the Property made by Seller and its employees, agents and representatives. The foregoing disclaimer includes, without limitation, topography, climate, air, water rights, utilities, present and future zoning, soil, subsoil, existence of Hazardous Materials or similar substances, the purpose for which the Property is suited, or drainage. Seller makes no representation or warranty concerning the compaction of soil upon the Property, nor the suitability of the soil for construction.

4. Purchase Price. The total purchase price for the Property and the currently designated OUE shall be Seventy One Thousand Seven Hundred and 00/100 Dollars ($71,700.00) (the "Purchase Price). This amount reflects Sixty Seven Thousand Nine Hundred Forty Eight and 90/ 100 ($67,948.90) for the Property, and Three Thousand Seven Hundred Fifty One and 10/100 ($3,751.10) for initial payment of the currently designated OUE (the "OUE Price."). The Parties acknowledge and agree that the Purchase Price is full monetary compensation for Buyer's purchase of the Property. The Parties further acknowledge and agree that the OUE Price is subject to increase if the dimensions of the OUE area increase in size following PG&E approval, which will be memorialized in a separate OUE Agreement. The Purchase Price shall be payable by Buyer to Seller as follows:

4.1 Deposit. Within ten (10) days from the Effective Date, Buyer will deposit One Thousand Seven Hundred Dollars ($1,700) ("Deposit") into escrow with the Escrow Agent (as defined in Section 5.1 below). Upon Buyer's timely delivery of a Contingency Period Notice (as defined in Section 9.1 (b) below), the Deposit shall become non-refundable to Buyer except as otherwise provided in this Agreement. The Deposit will be applied towards the Purchase Price. ·

4.2 Independent Consideration. A portion of the Deposit equal to One Hundred Dollars ($100.00) (the "Independent Consideration") shall be paid to Seller upon the earlier of Close of Escrow or the termination of this Agreement for any reason. The Independent Consideration constitutes consideration for the Contingency Period. The obligation of Buyer to pay the Independent Consideration is unconditional and shall survive any termination of this Agreement.

4.3 Balance of Purchase Price. On or before the Close of Escrow, Buyer shall deposit with Escrow Agent the balance of the Purchase Price, in immediately available funds, which shall be paid to Seller at Close of Escrow.

5. Waiver of Propertv Riehts and Interests.

5. l Seller's Waiver. Seller and its board members, superintendent, officers, officials, employees, attorneys, accountants, other professionals, insurers, and agents, all entities, boards, commissions, and bodies related to any of them (collectively, the "Seller Parties") for themselves and for their respective agents, successors and assigns, fully release, acquit and discharge Buyer and its councilmembers, officers, officials, board members, employees, 4933-6668-6079 v6
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attorneys, accountants, other professionals, insurers, and agents, all entities, boards, commissions, and bodies related to any of them, and designated volunteers (collectively, the "Buyer Parties") from all reasonably foreseeable claims that Seller Parties have or may have against Buyer Parties arising out of or pertaining, directly, to the acquisition of the Property and the construction and maintenance of any improvements thereon, including without limitation, inverse condemnation, nuisance, severance damages, relocation benefits, reestablishment benefits, the cost or value of any equipment or fixtures, attorneys' fees and costs, loss of goodwill, construction-related dust, noise, traffic and other related construction activity, and lost rentals or business associated with construction of any improvements, and any other types of related losses or damages, provided, however, notwithstanding anything to the contrary, nothing herein shall release either the Buyer Parties from any liability resulting from another party's breach of any agreement, warranty, covenant or obligations for which it is responsible under this Agreement. Notwithstanding the foregoing, Seller's waiver shall not extend to any claims for loss or damage pertaining to the portion of the Parcel retained by Seller. 5 .2 Waiver of Civil Code Section 1542. Except as otherwise provided herein, Seller Parties, on behalf of themselves and their respective agents, successors and assigns, expressly waive all rights under Section 1542 of the Civil Code of the State of California ("Section 1542"), or any other federal or state statutory rights or mies, or principles of common law or equity, or those of any jurisdiction, government, or political subdivision thereof, similar to Section 1542 (hereinafter referred to as a "Similar Provision"). Thus, Seller Parties and their respective agents, successors and assigns, and any business, enterprise, or venture in which they are involved, may not invoke the benefits of Section 1542 or any Similar Provision in order to prosecute or assert in any manner a reasonably foreseeable claim released in Section 4.1 , above, arising out of or related to the purchase and sale of the Property or the construction and use of any improvements thereon. Section 1542 provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAlMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE AND THAT, lf
KNOWN BY I-IlM OR HER WOULD HA VE MATERIALLY
AFFECTED ms OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY."
Seller's Initials:
%

5.3 Tenants or Other Interests. Seller represents and warrants that there are no oral or written leases or rental or occupancy agreements in any portion of the Property ("Leases") and, to the best of Seller's knowledge after review of Seller's property records, there are no subleases on any portion of the Property, and there are no claims by a third party of a right to use any p011ion of the Property.
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4.4 Permission to Enter. Upon Seller's signature of this Agreement and approval by its governing board, Seller hereby grants to the Buyer, its agents and contractors, permission to enter upon the subject Property prior to the close of escrow or payment to the Seller, should there be no escrow. Entry shall be only for the preparation of construction of the Buyer's facilities and environmental purposes, subject to all applicable terms and conditions contained in this Agreement and the associated Deed(s).

4.5 Survival. The provisions of this Section 4 shall survive the Closing and shall not be merged into the Grant Deed and shall be fully enforceable after Close of Escrow (Closing and Close of Escrow defined in Section 5.2, below).

6. Escrow.

6.1 Opening of Escrow. Buyer and Seller have opened or shall, within five (5) days of the Effective Date, open an escrow ("Escrow") in accordance with this Agreement at Chicago Title Company ("Escrow Agent"), in Escrow Agent's office located at 7475 N. Palm Avenue, Fresno CA 9371], Attn: Sue Meyer, Tel. (559) 451-3700, E-mail:
[email protected]. This Agreement, together with any supplemental escrow instructions prepared by Escrow Agent and executed by Buyer, and Seller constitutes the joint escrow instructions of Buyer and Seller, and Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. Seller and Buyer shall each execute and deliver to Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and close the transactions contemplated hereby, provided such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

6.2 Close of Escrow. The tenns "Closing" or "Close of Escrow," if and where written in this Agreement, shall be deemed to have occurred on the date the Grant Deed, and other necessary instruments of conveyance are recorded in the office of the Merced County Recorder. Provided that all Buyer Conditions Precedent {defined in Section 9.1 ) have been satisfied or Buyer has waived any unsatisfied Buyer Conditions Precedent in its sole and absolute discretion and that all Seller Conditions Precedent (defined in Section 9.2) have been satisfied or Seller has waived any unsatisfied Seller Conditions Precedent in its sole and absolute discretion, Close of Escrow shall occur within forty-five (45) calendar days after the expiration of the Contingency Period, unless extended by the mutual written consent of the Parties hereto.

7. Conditions of Title. The Property shall be conveyed to Buyer by Seller by a grant deed, substantially in the fonn attached hereto as Exhibit B ("Grant Deed"), subject only to (a) liens to secure payment of current, unpaid real estate taxes and assessments; (b) such title matters ( other than liens to secure payment of real estate taxes and assessments, including supplemental taxes) affecting the Property created by or with the written consent of Buyer; (c) all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; and (d) exceptions which are approved and/or accepted by Buyer in accordance with Section 9.l(a) of this Agreement (collectively, "Approved Conditions of Title").
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8. Title Policv. Title shall be evidenced by Escrow Agent's title insurance underwriter ("Title Company") issuing its standard California Land Title Association ("CLTA") Owner's Policy of Title Insurance or its standard American Land Title Association ("ALT A") Owner's Policy of Title insurance (or, if Buyer elects to obtain either of the following in its sole discretion, an AL TA Extended Coverage Owner's Policy of Title Insurance or any title endorsements) to Buyer in an amount equal to the Purchase Price, together with any endorsements requested by Buyer, showing title to the Property vested in Buyer, subject only to the Approved Conditions of Title ("Title Policy").

9. Closing Procedure.
9 .1 Escrow Agent Authorization. Escrow Agent is authorized to, and shall:
(a) Costs and Expenses.
(i) Charge Buyer the following: (1) all escrow fees and charges, and (2) all premiums for a CL TA or ALT A Standard Coverage Title Policy. (ii) Charge Buyer the cost of any endorsements or Extended Coverage Owner's Policy of Title Insurance Buyer elects to obtain. (iii) Charge neither party for documentary transfer truces or recording fees. No documentary transfer taxes or recording fees are required to record the Grant Deed under Revenue and Taxation Code Section 11922 and Government Code Section 27383, respectively, because Buyer is a political subdivision of the State of Califomia. (iv) If, as a result of no fault of Buyer or Seller, Escrow fails to close, charge Buyer all of the Escrow Holder's fees and charges. (b)
costs to be paid by Seller.

Disburse funds, including the Purchase Price, to Seller, less any (c) Prepare a uniform settlement statement and closing statement and prepare and file with all appropriate governmental or taxing authorities any tax withholding forms or change of ownership forms, and be responsible for withholding taxes, if any such fonns are provided for or required by law.
(d) Record the Grand Deed with Certificate of Acceptance attached in substantially the fonn attached hereto as Exhibit B with the Merced County Recorder. (e) Deliver to Buyer the originals of the Title Policy and the NonForeign Transferor Declaration; deliver to Buyer and Seller confonned copies of the Grant Deed and Certificate of Acceptance when conditions of the Escrow have been fulfilled by Buyer and Seller.

9.2 Time Limits. All time limits within which any matter specified is to be performed may be extended only by the mutual agreement of the Parties. Any amendment of, or supplement to, any instructions must be in writing.
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9.3 FIR.PTA. Seller and Buyer agree to execute and deliver as directed by Escrow Agent any instrument, affidavit, and statement, including without limitation the NonForeign Transferor Declaration which is attached hereto as Exhibit C, if applicable, and to perform any act reasonably necessary to comply with the provisions of the Foreign Investment in Real Property Act, codified at 26 U.S.C. § 1445 ("FIRPTA") and any similar state act and regulation promulgated thereunder.

9.4 Other Costs Paid Outside Escrow. Buyer shall pay outside of Escrow all costs and expenses related to its due diligence investigations, and all legal and professional fees and costs of attorneys and other consultants and agents retained by Buyer. Seller shall pay outside of Escrow all legal fees and costs incurred by Seller in connection with the transaction described in this Agreement.

I 0. Conditions Precedent to Close of Escrow.

10.l Buver Conditions Precedent. The Close of Escrow and Buyer's obligation to consummate the transaction contemplated by this Agreement are subject to the satisfaction of the following conditions (or Buyer's waiver in writing thereof) for Buyer's benefit on or prior to the dates designated below for the satisfaction of such conditions ("Buyer Conditions Precedent"), or the Close of Escrow in the absence of a specified date:
(a) Title. Pursuant to the terms and conditions of this subsection, Buyer shall have the right to approve any and all matters of and exceptions to title of the Property, as disclosed by the following documents and instruments (collectively, "Title Documents"): (A) a Preliminary Report issued by Escrow Agent with respect to the Property; (B) a survey of the Property (if Buyer elects to obtain a survey or update an existing survey); and (C) legible copies of all documents, whether recorded or unrecorded, referred to in such Preliminary Report. Seller shall cause Escrow Agent to deliver the Title Documents in clauses (A) and (C) to Buyer within fifteen (15) calendar days and the Title Documents in clause (B) within thirty (30) days following the Effective Date. Buyer shall have until 5:00 PM (local time) on the date that is forty (40) calendar days following the Effective Date to give Seller and Escrow Agent written notice ("Buyer's Title Notice") of Buyer's approval or disapproval of the Title Documents. The failure of Buyer to give Buyer's Title Notice to Seller within the specified time period shall be deemed Buyer's waiver of any objection to the Title Documents. In the event that Buyer's Title Notice disapproves of any matter of title shown in the Title Documents, Seller shall, within ten (10) business days after Buyer's Title Notice is received by Seller, give Buyer written notice ("Seller's Title Notice") of those disapproved title matters, if any, which .

Seller is unwilling or unable after reasonable and good faith efforts to have eliminated from title to the Property by the Close of Escrow. Seller's failure to provide Seller's Title Notice within said ten (10) business day period shall be deemed Seller's election not to remove any of the disapproved exceptions in Buyer's Title Notice. Notwithstanding the foregoing, Seller agrees to remove on the Close of Escrow any deeds of trust, if any, whereby Seller is the trustor or borrower which are currently recorded against the Property and any other monetary liens or encumbrances on the Property. 1f Seller is unable or unwilling to remove all of the title matters objected to by Buyer in Buyer's Title Notice, or fails to deliver Seller's Title Notice, Buyer shall h~ve_ ten(! 0) calend~ days from receipt of Seller's Title Notice, or expiration of the time period w1thm which Seller 1s to respond, to notify Seller in writing that either (1) Buyer is willing to 4933-6668-6079 v6
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6

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(iii) Buyer and Buyer's employees, agents, contractors, subcontractors and consultants (collectively, "Buyer's Representatives") shall have the right to enter upon the Property, or if reasonably necessary, a portion of the Parcel that is not the Property and conduct any and all non-destructive inspections, investigations, tests and studies (including, without limitation, investigations with regard to zoning, building codes and other governmental regulations, architectural inspections, engineering tests, economic feasibility studies and soils, seismic and geologic reports and environmental testing) with respect to the Property as Buyer may elect to make or maintain. Buyer and Buyer's Representatives shall also have the right to enter upon the Property, or if reasonably necessary, a portion of the Parcel that is not the Property, for purposes of conducting any invasive inspections including, but not limited to, Pha~e 1 and Phase 2 Environmental Site Assessments. The cost of any such inspections, tests and/or studies shall be borne by Buyer. Following any such tests or inspections, Buyer agrees to promptly return any portions of the Property or the Parcel damaged or altered by Buyer or Buyer's Representatives during such tests or inspections to substantially the same condition which existed prior to such test or inspection.

Between the Effective Date and the Close of Escrow, Buyer and Buyer's Representatives shall have the right to enter upon the Property, or ifreasonably necessary, a portion of the Parcel that is not the Property, at reasonable times during ordinary business hours upon notice to Seller at least two (2) business days prior to entry, to perform such inspections, investigations, tests and studies. Buyer, in perfonning its inspections, investigations, tests and studies hereunder shall not unreasonably interfere with Seller's operations, and agrees to coordinate its activities on the Parcel with Seller in advance to avoid any such interference.

Buyer shall indemnify, defend and hold Seller harmless from any and all claims, damages or liabilities arising out of or resulting from the entry onto or activities upon the Parcel by Buyer or Buyer's Representatives or Liens arising from Buyer's due diligence review of the Property. Prior to any entry on to the Parcel by any of Buyer's Representatives, Buyer shall deliver to Seller an endorsement to a commercial general liability insurance policy which evidences that such Buyer's Representative is carrying a commercial general liability insurance policy with a financially responsible insurance company acceptable to Seller, covering the activities of such Buyer's Representative on or upon the Parcel. Such endorsement shall evidence that such insurance policy shall have a per occurrence limit of at least One Million Dollars ($1,000,000) and an aggregate limit of at least Two Million Dollars ($2,000,000); (c) Title Insurance. As of the Close of Escrow, Title Company shall have committed to issue the Title Policy to Buyer in the amount of the Purchase Price; (d) Representations. All representations and warranties made by Seller to Buyer in this Agreement shall be true and correct on the date hereof and shall be true and correct in all material respects as of the Close of Escrow; (e) Seller's Obligations. As of the Close of Escrow, Seller shall have performed all of the obligations required to be performed by Seller under this Agreement; (t) Documents and Materials. Within twenty (20) calendar days after the Effective Date, Seller shall deliver to Buyer all of the documents and materials described on 4933-6668-6079 v6
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Exhibit D attached hereto, to the extent within Seller's possession or control ("Documents and Materials"). Upon delivery of the Documents and Materials, Seller shall deliver an acknowledgment letter to Buyer setting forth the date of compliance with this Section l 0.l (f) and setting forth the list of Documents and Materials actually delivered to Buyer; (g) Grant Deed. At or before the Closing, Seller shall have delivered through Escrow the executed, acknowledged and recordable Grant Deed; (h) FIRPTA Certificate. At or before the Closing, Seller shall have delivered through Escrow a Non-Foreign Transferor Declaration, from each member of Seller, if applicable;
(i) Deposits. At or before the Closing, Seller shall deposit into Escrow such other documents as are reasonably required by the Title Company and/or Escrow Agent to close the Escrow and consummate the purchase and sale of the Property in accordance with the tenns of this Agreement, including any tax forms; and G) Transfers and Occupancy. Seller shall be in compliance with Sections 18 and I 9 of this Agreement.
(k) No Default. Seller shall not be in default of any of their obligations under the tenns of this Agreement, and all of Seller's representations and warranties made as of the date of this Agreement shall continue to be true and correct as of the Close of Escrow.

On failure of any of the conditions set forth above, Buyer may terminate its obligations to purchase the Property pursuant to this Agreement with no further liability to Seller by giving notice to Seller on or before the expiration of the time allowed for each condition. Buyer's failure to elect to terminate its obligations due to failure of a condition listed in this Section 10.1 shall constitute a waiver of the condition by Buyer.

10.2 Seller Conditions Precedent. The Close of Escrow and Seller's obligation to consummate the transaction contemplated by this Agreement are subject to the satisfaction of the following conditions (or Seller's waiver in writing thereof) for Seller's benefit on or prior to the dates designated below for the satisfaction of such conditions ("Seller Conditions Precedent"), or the Close of Escrow in the absence of a specified date:
(a) Certificate of Acceptance. At or before the Closing, Buyer shall have deposited into Escrow a duly executed and acknowledged Certificate of Acceptance in the form attached to the Grant Deed in Exhibit B for the Escrow Agent to attach to the Grant Deed for recordation;
(b) Purchase Price. At or before the Closing, Buyer shall have deposited into Escrow (i) the Purchase Price in immediately available funds, and (ii) the closing costs attributable to Buyer as described in Section 9.l{a) herein; 4933-6668-6079 v6
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(c) Deposits. At or before the Closing, Buyer shall have deposited into Escrow such other documents as are necessary to comply with Buyer's obligations under this Agreement, including any change of ownership forms; (d) No Default. Buyer shall not be in default of any of its obligations under the terms of this Agreement, and all of Buyer's representations and warranties made as of the date of this Agreement shall continue to be true and con-ect as of the Close of Escrow; and (e) Buver's Representations. All representations and warranties made by Buyer to Seller in this Agreement shall be true and correct on the date hereof and shall be true and correct in all material respects as of the Close of Escrow.

On fai lure of any of the conditions set forth above, Seller may terminate its obligations under this Agreement with no further liability to Buyer by giving notice to Buyer on or before the expiration of the time allowed for each condition. Seller's failure to elect to terminate its obi igations due to failure of a condition listed in this Section l 0.2 shall constitute a waiver of the condition by Seller.
11 . Loss or Damage to Property. Loss or damage to the Property or OUE Area, by fire or other casualty, occurring prior to recordation of the Grant Deed and OUE Agreement, shall be at the risk of Seller. In the event that loss or damage to the Property or OUE Area, by fire or other casualty, occurs prior to the recordation of the Grant Deed, Buyer may elect to either terminate this Agreement or waive the right to terminate and close Escrow without any offset to the Purchase Price or any rights to insurance proceeds, if any.

12. Seller's Representations and Warranties. In consideration of Buyer entering into this Agreement, and as an inducement to Buyer to purchase the Property from Seller, Seller makes the following representations and warranties, each of which is material and is being relied upon by Buyer (the continued truth and accuracy of which constitutes a condition precedent to Buyer's obligations hereunder):

12. I Seller's Authority. Seller is the sole owner of fee title to the Parcel and has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby in the execution, delivery and performance of this Agreement. Furthermore, the execution and delivery of this Agreement has been duly authorized and no other action by Seller is required in order to make it a valid and binding contractual obligation of Seller. The individual(s) executing this Agreement on behal fof Seller are authorized to do so.

12.2 No Prior Transfers. Seller has not previously sold, transferred or conveyed the Parcel or the Property, or granted to any other person or entity any right or interest in all or any part of the Parcel or the Property and Seller has not entered into any executory contracts for the sale or lease of the Parcel or the Property (other than this Agreement), nor do there exist any rights of first refusal or options to purchase the Parcel or the Property, other than this Agreement.

12.3 Pending Claims. To the best of Seller's knowledge, there are no actions, suits, claims, legal proceedings, or administrative proceedings pending with respect to the Parcel 4933-6668-6079 v6
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or the Property or any portion of either, at Jaw, or in equity before any court or governmental agency, domestic or foreign.

12.4 Environmental Matters. As of the Effective Date and the Close of Escrow:
(a) Seller has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Parcel or the Property are or have been in violation of any Environmental Laws, or informing Seller that the Parcel or the Property is subject to investigation or inquiry regarding Hazardous Materials (as defined below) on the Parcel or the Property or the potential violation of any EnvironmentaJ Laws (as defined below); (b) To the best of Seller's knowledge, there is no monitoring program required by the United States Environmental Protection Agency or any similar state agency concerning the Parcel or the Property or its improvements; (c) Seller has disclosed to Buyer all material information, records, and studies maintained by Seller in connection with the Parcel or the Property and its improvements concerning Hazardous Materials; and
(d) Except as may be disclosed in the Documents and Materials, to the best of Seller's knowledge, neither Seller nor any tenant or third party, has used, generated, transported, discharged, released, manufactured, stored, or disposed any Hazardous Material from, into, at, on, under, or about the Property. Additionally, Seller has not received any written notice that the Property has been or is in violation of any Environmental Law or any other Law.

The term "Hazardous Material" as used herein shall mean any hazardous or toxic substances, materials, chemicals, or wastes in any form and in any concentration that is or becomes, prior to the Close of Escrow, regulated by the United States or any state or local government authority having jurisdiction over the Property (including any present order or agreement imposing liability or standards concerning any such substances, materials, chemicals, or wastes and any future such order or agreement that becomes effective prior to the Close of Escrow), and includes without limitation: any "hazardous substance," as that tennis defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) (42 United States Code sections 9601-9675); any "hazardous waste," as that tem1 is defined in the Resource Conservation and Recovery Act of l 976 (RCRA) ( 42 United States Code sections 690l-6992k); petroleum products; volatile organic compounds; radioactive materials; asbestos and lead paint, in any form or condition; and substances or compounds containing PCBs. The term "Environmental Law" as used herein shall mean any federal, state~ or local law, ordinance or regulation, or any order, demand or guidance document of any governmental agency, relating to Hazardous Material.

12.5 No Conflict with Am Other Obligation. To the best of Seller's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or breach any of the provisions of any bond, note, evidence of 4933-6668-6079 v6
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indebtedness, contract, lease, covenants, conditions and restrictions, or other agreement or instrument to which Seller may be bound with respect to the Parcel or the Property.

12.6 Bankruptcy. Seller is not the subject ofa bankruptcy proceeding, and permission of a bankruptcy court is not necessary for Seller to be able to transfer the Property and OUE.

12.7 Governmental Compliance. To the best of Seller's knowledge, Seller has not received any notice from any governmental agency or authority alleging that the Parcel or the Property or is currently in violation of any law, ordinance, rule, regulation or requirement applicable to its use and operation. If any such notice or notices are recei ved by Seller following the date this Agreement is signed by Buyer, Seller shall notify Buyer within ten (10) days after receipt of such notice. Buyer shall be entitled to either close Escrow with knowledge of such notice(s) or terminate this Agreement.

12.8 Tenants and Occupants.
(a) Seller represents and warrants that to the best of Seller's knowledge there are no tenants, subtenants, occupants or users of the Parcel or the Property, and there are no written or oral leases or use agreements providing any other third party with the right to use all or any portion of the Parcel or the Property.
(b) Between the Effective Date and the Close of Escrow, Seller agrees not to assign, transfer, or sell to any third party any right, title, or interest Seller has in the Parcel or the Property.

12.9 Non-Foreign Transferor. Seller is not a "foreign person" within the meaning of the FIRPTA or any similar state statute, and Seller will comply with all of the requirements of the Foreign Investment in Real Property Act and any similar state statute in connection with this transaction.

12.10 Change of Situation. Until the Close of Escrow, Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 11 not to be true as of the Close of Escrow, immediately give written notice of such fact or condition to Buyer.

12.l l Survival. Seller's representations, warranties, and covenants contained in this Section 11 shall survive the Close of Escrow and the recordation of the Grant Deed.

13. Buver's Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Property to Buyer, Buyer makes the following representations and warranties, each of which is material and is being relied upon by Seller (the continued truth and accuracy of which constitutes a condition precedent to Seller's obligations hereunder):

13. I Buyer's Authority. Buyer has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby in the execution, delivery and performance of this Agreement and no other action by Buyer is requisite to the valid 4933-6668-6079 v6
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and binding execution, delivery and performance of this Agreement. The individual(s) executing this Agreement on behalf of Buyer are authorized to do so.

13.2 Enforceability. This Agreement and all documents required hereby to be executed by Buyer are and shall be valid, legalJy binding obligations of and enforceable against Buyer in accordance with their terms.

13.3 Buyer to Inspect. Buyer represents, warrants and covenants to Seller that Buyer has entered into this Agreement based upon its rights and intentions to independently inspect the Property. Buyer will be relying solely upon its own independent inspection, investigation, and analysis of the Property as it deems necessary or appropriate in so acquiring the Property from Seller, including, without limitation, any and all matters concerning the condition, use, sale, development or suitability of the Property.

14. Damage or Condemnation Prior to Closing. Seller shall promptly notify Buyer of any casualty to the Property or OUE Area or any condemnation proceeding considered or commenced prior to the Close of Escrow. Tfany such damage or proceeding relates to or may result in the loss of any "material portion" (as defined herein) of the Property, Seller or Buyer may, each at its option, elect either to (i) tem1inate this Agreement, in which event the Deposit, including all accrued interest, shall be returned to Buyer and no Party shall have any further rights or obligations hereunder, or (ii) continue the Agreement in effect, in which event upon the Close of Escrow, Buyer shall be entitled to any compensation, award, or other payments or relief resulting from such casualty or condemnation proceedings. The tenn "material portion" shall mean damages greater than Ten Thousand and No/100 Dollars ($10,000.00).

15. Condition of Propertv. Notwithstanding any other provision of this Agreement to the contrary, Seller makes no representation or warranty (except as expressly set forth in Section 11 above) whatsoever regarding the Property including, without limitation, as to:
15 .1 The size and dimensions of any portion of the Property or OUE;

15.2 The suitability of the Property or OUE for the Buyer's planned use;

15.3 All matters relating to title including extent and conditions of title to the Property and OUE, taxes, assessments, and liens;

15.4 All legal and governmental laws, statutes, rules, regulations, ordinances, restrictions or requirements concerning the Property and OUE, including zoning, use pemiit requirements and building codes;

15.5 Natural hazards, including flood plain issues, currently or potentially concerning or affecting the Property; and
J 5.6 The physical, legal, economic and environmental condition and aspects of the Property, and all other matters concerning the condition, use or sale of the Property, including any permits, licenses, agreements, and liens, zoning reports, engineers' reports and studies and similar information relating to the Property, and Hazardous Materials (as defined above).
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16. OUE Area. Buyer shall promptly notify Seller of any modification to the OUE Area by PG&E. Following PG&E approval of the OUE Area (as it may be modified by PG&E), Buyer will cause a licensed surveyor to prepare (at no expense to Seller) a legal description and plat map of the OUE Area (as it may have been modified by PG&E). Within one (1) year after the Effective Date, Seller's staff shall present for SelJer's legislative body's consideration a resolution declaring the OUE Area surplus land or exempt surplus land and thereafter reasonably promptly provide any notices reasonably required, review any timely and compliant responses to such notices from third parties, and take any other action reasonably required under the Surplus Land Act or other applicable similar law governing disposition of surplus land of a public agency ("Surplus Land Laws"). Following expiration of any required waiting period or conclusion of required negotiations under the Surplus Land Laws, Buyer and Seller shall negotiate the OUE Agreement in good faith and Buyer and Seller each agree to work in good faith to negotiate the OUE Agreement in a form mutually acceptable to the Parties, which may be an amendment to this Agreement and would include provisions substantially similar to this Agreement (including a deposit and the same Buyer Conditions Precedent). Seller acknowledges that Buyer's appraisal dated October 9, 2025 values the OUE Area at $3,680 as of September 25, 2025 and that Three Thousand Seven Hundred Fifty One and 10/ 100 ($3,751.10) has been paid through this Agreement in partial performance of the OUE Agreement. The provisions of this Section 15 shall survive the Close of Escrow.

17. Broker's Commission. Seller and Buyer each warrants and represents that it has not engaged the services of any agent, finder or broker in connection with the transaction which is the subject of this Agreement, and that it is not liable for any real estate commissions, broker's fees or finder's fees which may accrue by means of the sale of the Property and OUE. Seller and Buyer each agree to and do hereby indemnify and hold the others harmless from and against any and all costs, liabilities, losses, damages, claims, causes of action or proceedings which may result from any broker, agent or finder, licensed or otherwise, whlch it bas employed in connection with the transaction covered by this Agreement. The provisions of this Section 16 shall survive the Close of Escrow or termination of this Agreement.

18. Waiver of Breach. Consent and Remedies. Each provision of this Agreement to be performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a material consideration for Seller's, and Buyer's, performance hereunder, as appropriate, and any breach thereof by Buyer or Seller shall be deemed a material default hereunder. Any Party may specificaUy and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving Party may at any time thereafter require further compliance by the other Party with any breach or provision so waived. The consent by one Party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a Party to act, except as otherwise specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other.

19. Seller Covenants Regardine Transfer of the Propeny and OUE Area. Seller covenants and agrees with Buyer that after the Effective Date, Seller shall not in any manner sell, 4933-6668-6079 v6
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Livingston City CouncilMay 5, 2026

Livingston City Council
May 5, 2026