Tracy City Council
April 1, 2025

Date Posted: March 27, 2025

THIS MEETING WILL BE OPEN TO THE PUBLIC FOR IN-PERSON AND REMOTE PARTICIPATION PURSUANT TO GOVERNMENT CODE SECTION 54953(e).

MEMBERS OF THE PUBLIC MAY PARTICIPATE REMOTELY IN THE MEETING VIA THE FOLLOWING METHOD:

As always, the public may view the City Council meetings live on the City of Tracy’s website at CityofTracy.org or on Comcast Channel 26/AT&T U-verse Channel 99. To view from the City’s website, open the “Government” menu at the top of the City’s homepage and select “City Council Meeting Videos” under the “City Council” section.

If you only wish to watch the meeting and do not wish to address the Council, the City requests that you stream the meeting through the City’s website or watch on Channel 26.

Remote Public Comment:

During the upcoming City Council meeting public comment will be accepted via the options listed below. If you would like to comment remotely, please follow the protocols below:
• Comments via:
o Online by visiting https://cityoftracyevents.webex.com and using the following Event Number 2558 475 7636 and Event Password: TracyCC o If you would like to participate in the public comment anonymously, you may submit your comment in WebEx by typing “Anonymous” when prompted to provide a First and Last Name and inserting [email protected] when prompted to provide an email address.
o Join by phone by dialing +1-408-418-9388, enter 25584757636#8722922# Press *3 to raise the hand icon to speak on an item.

• Protocols for commenting via WebEx:
o If you wish to comment on the “Consent Calendar”, “Items from the Audience/Public Comment” or “Regular Agenda” portions of the agenda:
1) Listen for the Mayor to open that portion of the agenda for discussion, then raise your hand to speak by clicking on the Hand icon on the Participants panel to the right of your screen.
2) If you no longer wish to comment, you may lower your hand by clicking on the Hand icon again.
o Comments for the “Consent Calendar” “Items from the Agenda/Public Comment” or “Regular Agenda” portions of the agenda will be accepted until the public comment for that item is closed.
o Comments received on Webex outside of the comment periods outlined above will not be included in the record.

TRACY CITY COUNCIL

REGULAR MEETING AGENDA

Tuesday, April 1, 2025, 7:00 P.M.

Tracy City Hall Chambers, 333 Civic Center Plaza, Tracy Web Site: www.cityoftracy.org

TRACY CITY COUNCIL AGENDA 2 April 1, 2025

Americans With Disabilities Act - The City of Tracy complies with the Americans with Disabilities Act and makes all reasonable accommodations for the disabled to participate in Council meetings. Persons requiring assistance or auxiliary aids should call City Hall (209/831-6105) 24 hours prior to the meeting.

Addressing the Council on Items on the Agenda - The Brown Act provides that every regular Council meeting shall provide an opportunity for the public to address the Council on any item within its jurisdiction before or during the Council's consideration of the item, provided no action shall be taken on any item not on the agenda. To facilitate the orderly process of public comment and to assist the Council to conduct its business as efficiently as possible, members of the public wishing to address the Council are requested to, but not required to, hand a speaker card, which includes the speaker’s name or other identifying designation and address to the City Clerk prior to the agenda item being called. Generally, once the City Council begins its consideration of an item, no more speaker cards will be accepted. An individual’s failure to present a speaker card or state their name shall not preclude the individual from addressing the Council. Each citizen will be allowed a maximum of five minutes for input or testimony. In the event there are 15 or mo re individuals wishing to speak regarding any agenda item including the “Items from the Audience/Public Comment” portion of the agenda and regular items, the maximum amount of time allowed per speaker will be three minutes. When speaking under a specific agenda item, each speaker should avoid repetition of the remarks of the prior speakers. To promote time efficiency and an orderly meeting, the Presiding Officer may request that a spokesperson be designated to represent similar views. A designated spokes person shall have 10 minutes to speak. At the Presiding Officer’s discretion, additional time may be granted. The City Clerk shall be the timekeeper.

Consent Calendar - All items listed on the Consent Calendar are considered routine and/or consistent with previous City Council direction. One motion, a second, and a roll call vote may enact the items listed on the Consent Calendar. No separate discussion of Consent Calendar items shall take place unless a member of the City Council, City staff or the public request discussion on a specific item.

Addressing the Council on Items not on the Agenda – The Brown Act prohibits discussion or action on items not on the posted agenda. The City Council’s Meeting Protocols and Rules of Procedure provide that in the interest of allowing Council to have adequate time to address the agendized items of busines s, “Items from the Audience/Public Comment” following the Consent Calendar will be limited to 15 -minutes maximum period. “Items from the Audience/Public Comment” listed near the end of the agenda will not have a maximum time limit. A five-minute maximum time limit per speaker will apply to all individuals speaking during “Items from the Audience/Public Comment”. For non-agendized items, Council Members may briefly respond to statements made or questions posed by individuals during public comment; ask ques tions for clarification; direct the individual to the appropriate staff member; or request that the matter be placed on a future agenda or that staff provide additional information to Council. When members of the public address the Council, they should be as specific as possible about their concerns. If several members of the public comment on the same issue an effort should be made to avoid repetition of views already expressed.

Notice - A 90 day limit is set by law for filing challenges in the Superior Court to certain City administrative decisions and orders when those decisions or orders require: (1) a hearing by law, (2) the receipt of evidence, and (3) the exercise of discretion. The 90 day limit begins on the date the decision is final (Code of Civil Procedure Section 1094.6). Further, if you challenge a City Council action in court, you may be limited, by California law, including but not limited to Government Code Section 6 5009, to raising only those issues you or someone else raised during the public hearing, or raised in written correspondence delivered to the City Council prior to or at the public hearing.

Full copies of the agenda are available on the City’s website: www.cityoftracy.org

Date Posted: March 27, 2025
TRACY CITY COUNCIL AGENDA 3 April 1, 2025

CALL TO ORDER
ACTIONS, BY MOTION, OF CITY COUNCIL PURSUANT TO AB 2449, IF ANY

ROLL CALL AND DECLARATION OF CONFLICTS

PLEDGE OF ALLEGIANCE

INVOCATION

PRESENTATIONS

1. Employee of the Month for April

2. Certificates of Appointment for Measure V Residents' Oversight Committee

3. Certificate of Recognition for enlistments to the United States Army, Marines, and Air Force

4. Proclamation for National Volunteer Week

ORDER OF BUSINESS

1. CONSENT CALENDAR

1.A. Adoption of March 4, 2025 Closed Session and Regular Meeting and March 18, 2025 Special and Regular Meeting Minutes.

1.B. Staff recommend that the City Council adopt a resolution approving the execution of a General Services Agreement with Telstar Instruments, Inc., a California corporation, to replace and program the Programmable Logic Controller (PLC) for the Final Effluent Pump Station at the City of Tracy Wastewater Treatment Plant in a not- to-exceed amount of $157,401 and a term ending on December 31, 2025.

1.C. Staff recommend that City Council adopt a resolution approving the execution of a General Services Agreement with Valentine Corporation for the replacement of the Sedimentation Basin Sludge Removal Rakes at the John Jones Water Treatment Plant with a term ending on December 31, 2025, and a total not-to-exceed amount of $242,369.

1.D. Staff recommends that City Council adopt a Resolution: 1) determining that compliance with the Formal Contract Procedure is not in the best interest of the City and dispose such requirements for the replacement of certain underdrains at the John Jones Water Treatment Plant for the Capital Improvement Project (CIP) 75126 pursuant to Tracy Municipal Code Section 2.20.180(b)(4); and 2) authorizing the execution of Amendment No. 1 to the General Services Agreement with Calgon Carbon, a Delaware Corporation for Capital Improvement Project No. 75126 Filter Media Replacement at the John Jones Water Treatment Plant, for a total not-to- exceed amount of $2,651,806 and make it effective retroactively from February 1, 2025.

1.E. Staff recommend that the City Council adopt a resolution: (1) Awarding a construction contract to Mozingo Construction, Inc. of Oakdale, California, in the amount of $7,048,372 for construction of the Recycled Water Expansion Project – Pipelines, Capital Improvement Project 74168 (Project); (2) Authorizing the City Manager to approve change orders up to the contingency amount of $704,837; and (3) Authorizing a Not-to-Exceed Construction Budget of $ 7,903,209.

TRACY CITY COUNCIL AGENDA 4 April 1, 2025

1.F. Staff recommends that the City Council adopt a resolution (1) accepting public improvements as complete for the Tracy Desalination Plant constructed by Combined Solar Technologies, Inc., (2) authorizing the City Engineer to release bonds for the public improvements in accordance with the Tracy Municipal Code Section 12.36.080, and (3) authorizing the City Clerk to file the Notice of Completion for improvements with the San Joaquin County Recorder’s Office.

1.G. Staff recommends that the City Council adopt a resolution: (1) making a determination that strict compliance with the standard bidding process is not in the best interests of the City pursuant to Tracy Municipal Code 2.20.180(b)(4) and dispensing such requirements for actions herein; and (2) approving a License Agreement with Magnet Forensics, LLC for the renewal and maintenance of the Tracy Police Department’s Axiom and GrayKey digital forensic technology for a 12-month term not to exceed $63,830.

1.H. Staff recommends that the City Council adopt a resolution, (1) accepting public improvements for Tracy Hills Village 7B, Tract 3956, as complete and assume responsibility for the future maintenance and repairs, (2) authorizing the City Engineer to release the Subdivider furnished bonds in accordance with the Subdivision Improvement Agreement, and Subsequent First Amendment, and (3) authorizing the City Clerk to file a Notice of Completion with the San Joaquin County Recorder’s Office.

1.I Staff recommends that the City Council adopt a resolution (1) accepting public improvements for Tracy Hills Village 7A, Tract 3955, as complete, and assume responsibility for the future maintenance and operations, (2) authorizing the City Engineer to release the Subdivider furnished bonds in accordance with the Subdivision Improvement Agreement, and (3) authorizing the City Clerk to file a Notice of Completion with the San Joaquin County Recorder’s Office.

1.J Staff recommends that the City Council approve amendment no. 2 to the professional services agreement with The Pun Group, LLP to add cannabis revenue auditing services.

1.K. Staff recommend that the City Council adopt a resolution approving the execution of a General Services Agreement with Carbon Activated Corporation, a California corporation to remove, dispose, and replace the iron sponge media at the City of Tracy Wastewater Treatment Plant for a not-to-exceed amount of $58,005 and a term ending December 31, 2025.

1.L. Staff recommends that the City Council adopt a resolution approving the schedule of towing fees charged by private towing service operators for tow services within the City.

1.M. Staff recommends that the City Council adopt a resolution 1) making a determination that strict compliance with standard procurement procedures is not in the best interests of the City and disposing these requirements pursuant to Tracy Municipal Code Section 2.20.180 for the purchase, installation, operation, training and maintenance of Peregrine software; and 2) approving the execution of Master Service Agreement with Peregrine Technologies, Inc. for these services for a two-year term and total not to exceed $220,000.

TRACY CITY COUNCIL AGENDA 5 April 1, 2025

1.N. Staff recommends that the City Council adopt a resolution approving the selection of the Interstate 205/Mountain House Parkway Interchange Project as the City of Tracy 2025 Regional Transportation Project submittal for congressional appropriation requests during San Joaquin Council of Governments’ One Voice trip to Washington D.C.

1. ITEMS FROM THE AUDIENCE

2. REGULAR AGENDA

3.A. Staff recommends that the City Council receive an informational report on the South San Joaquin County Fire Authority (SSJCFA) Board’s February 12, 2025, decision to form a Joint Powers Authority (JPA) with the City of Stockton and the City of Lodi, referred to as the CENCAL Fire EMS Authority (CENCAL), to pursue the award of an ambulance contract for San Joaquin County to provide ambulance services.

3.B. The Tracy Finance Committee recommends that the City Council receive a report on the Five-year forecast for the City’s General Fund and provide direction regarding the City’s preliminary Fiscal Year 2025-26 Operating and Capital Budget.

3. ITEMS FROM THE AUDIENCE

5. STAFF ITEMS

6. COUNCIL ITEMS

7. ADJOURNMENT

TRACY CITY COUNCIL - SPECIAL MEETING MINUTES

March 4, 2025, 5:00 p.m.

Tracy City Hall, 333 Civic Center Plaza, Tracy, CA.

1. Mayor Arriola called the meeting to order at 5:01 p.m.

2. There were no actions taken pursuant to AB 2449.

3. Roll Call and Declaration of Conflicts – Council Members Evans, Nygard, Mayor Pro Tem Abercrombie, and Mayor Arriola present. City Council had no declarations of conflict. Council Member Bedolla was absent from roll call.

4. ITEMS FROM THE AUDIENCE – None.

5. Request to Conduct Closed Session: Time: 5:04 p.m.

5.A Conference with Legal Counsel – Anticipated Litigation (Gov. Code Section 54956.9(d)(2), (e)(3))

A point has been reached where, in the opinion of the City Council on the advice of its legal counsel, based on the below-described existing facts and circumstances, there is a significant exposure to litigation against the City. Receipt of Claim pursuant to Tort Claims Act or other written communication threatening litigation (copy available for public inspection in City Clerk’s office).
(Gov. Code § 54956.9(e)(3)) Claimant: Tad Neave, Workers Compensation Claim NO.FR250137 and Workers Compensation Appeals Board Case #ADJ19742525

5.B. CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION
(Gov. Code Section 54956.9(d)(1))

The City Council finds, based on advice from legal counsel, that discussion in open session will prejudice the position of the City in the litigation. Case Name: Patrick Vargas v. City of Tracy, et al.

USDC Case No. 2:22-cv-01454-WBS-KJN

5.C CONFERENCE WITH LEGAL COUNSEL —EXISTING LITIGATION
(Gov. Code Section 54956.9, (d)(1))

The City Council finds, based on advice from legal counsel, that discussion in open session will prejudice the position of the City in the litigation. Case Name: City of Tracy v. Surland Communities, LLC., San Joaquin County Superior Court, Case No. STK- CV-UBC-2024-0002338

There was no public comment on item 5.A.

ACTION: Motion was made by Mayor Pro Tem Abercrombie and seconded by Council Member Evans to recess to closed session. Time: 5:04 p.m. Roll call found all in favor; passed and so ordered.

Council Member Bedolla arrived at 5:04 p.m.

Special Meeting Minutes 2 March 4, 2025

6. Reconvene to Open Session – Time: 6:43 p.m.

7. Report of Final Action – No report of final action.

8. Council Items and Comments – None.

9. Adjournment: Time: 6:43 p.m.

ACTION: Motion was made by Mayor Pro Tem Abercrombie and seconded by Council Member Evans to adjourn. Roll call found all in favor; passed and so ordered.

The above agenda was posted at the Tracy City Hall on February 27, 2025. The above are action minutes. A recording is available at the office of the City Clerk.

____________________________
Mayor
ATTEST:

___________________________
City Clerk

TRACY CITY COUNCIL REGULAR MEETING MINUTES

March 4, 2025, 7:00 p.m.

City Hall, 333 Civic Center Plaza, Tracy Web Site: www.cityoftracy.org

Mayor Arriola called the meeting to order at 7:00 p.m.

There were no actions taken pursuant to AB 2449.

Roll Call and Declaration of Conflicts – Council Members Bedolla, Evans, Nygard, Mayor Pro Tem Abercrombie and Mayor Arriola present. City Council had no declarations of conflict.

Mayor Arriola led the Pledge of Allegiance.

Pastor Kevin James, New Creation Bible Fellowship offered the invocation.

Mayor Arriola presented a Certificate of Appointment to the Environmental Sustainability Commission to Gurdeep Shergill.

Midori Lichtwardt, City Manager presented to Cristian Cobian, Community and Economic Development Department, Employee of the Month for March.

1. CONSENT CALENDAR – Motion was made by Council Member Bedolla and seconded by Council Member Nygard to adopt the Consent Calendar. Roll call found all in favor; passed and so ordered.

1.A. Adoption of February 4, 2025 Special Meeting, February 18, 2025 Closed Session, Special Meeting and Regular Meeting Minutes. Minutes were adopted.

1.B. Staff recommends that the City Council adopt an Ordinance adding Section

1.24.040 to Chapter 1.24 of the Tracy Municipal Code, establishing an administrative remedies procedure for challenges to fees, charges, and assessments. – Ordinance 1352

1.C. The Tracy Homelessness Advisory Committee recommend that the City Council adopt a Resolution approving Amendment No. 2 to the General Services Agreement with United Site Services of California, Inc. at the Temporary Emergency Housing Facility, Capital Improvement Project 71112, at 370 West Arbor Avenue to: (1) extend the term from June 30, 2025 to June 30, 2026 and (2) increase the total not-to- exceed amount to $646,310 which would provide the additional funds needed for Fiscal Year 2024-2025 in the amount of $135,183 and for Fiscal Year 2025-2026 in the amount of $255,564 for additional sanitation services. – Resolution 2025-042

1.D. The Tracy Homelessness Advisory Committee recommend that the City Council adopt a resolution: (1) Authorizing the acceptance of a grant award from the Emergency Food and Shelter Program ARPA R allocation in the amount of $18,282 to support the cost of meals and shelter bed nights at the Temporary Emergency Housing Facility Project Capital Improvement Project CIP 71112; and (2) Appropriating the full grant funds to the Parks, Recreation and Community Regular Meeting Minutes 2 March 4, 2025

Services Department, Homeless Services Division for Fiscal Year 2024-2025. – Resolution 2025-043

1.E. Staff recommends that the City Council adopt a resolution approving (1) making a determination that compliance with standard procurement process is not in the best interest of the City and dispensing with the procurement requirements for certain software services pursuant to Tracy Municipal Code Section 2.20.140; and (2) the execution of an amendment to an existing contract with Granicus adding services to redesign and modernize the City’s website and extending the term for an additional 4 years for a total not-to exceed amount of $102,400 annually. – Resolution 2025-044

1.F. Staff recommends that the City Council adopt resolutions:
1) authorizing: A) the execution of a Master Professional Services Agreement with West Yost & Associates, Inc, to provide report writing consulting for an initial term of two years and a not-to-exceed amount of $200,000 per fiscal year; and B) the execution of a Master Professional Services Agreement with EKI Environmental & Water, Inc to provide report writing consulting for an initial term of two years and a not-to-exceed amount of $200,000 per fiscal year, and C) the City Manager to administratively extend the length of one or both contracts for up to three additional years upon satisfactory performance and available budget authorization. – Resolution 2025-045 - West Yost & Associates, Inc.

Resolution 2025-046 - EKI Environmental & Water, Inc.

1.G. Staff recommends that the Tracy City Council (1) adopt a resolution amending the existing agreement with San Joaquin County Behavioral Health Services accepting the unused funding balance of $206,406 for the Familiar Faces grant award received from the California Department of Health Services in partnership with the San Joaquin County Behavioral Health Services (2) extend the agreement to June 30, 2025, and (3) appropriate the remaining balance to the Police Department’s operational budget. – Resolution 2025-047

1.H. Staff recommends that the City Council adopt a resolution 1) authorizing the increase of the annual Not to Exceed amount for fuel supply services at the Tracy Municipal Airport from $500,000 per fiscal year to $1,200,000 as part of the agreement with Avfuel Corporation for the remainder of the seven-year term and 2) appropriating $700,000 to the Airport Operating fund (F561). – Resolution 2025-048

1.I Staff recommends that the City Council adopt a resolution (1) awarding a construction contract to Tennyson Electric, LLC., of Livermore, CA, in the amount of $797,850 for the Adaptive Traffic Signal System - Eleventh Street Project, Capital Improvement Project 72098, Federal Project Number STPCML- 5192(051), (2) accepting the Surface Transportation Block Grant in the amount of $379,161 (3) appropriating grant funds to project budget, and (4) authorizing the City Manager to approve change orders up to the contingency amount of $79,785 and an overall project not-to-exceed budget of $1,054,280. – Resolution 2025-049.

Regular Meeting Minutes 3 March 4, 2025

Staff Highlights: Midori Lichtwardt, City Manager shared that PG&E will be holding an open forum with the concerned citizens in the Tracy Hills Community to discuss the installation of the overhead powerlines, that meeting will be held March 5, 2025 and the hour of that meeting will be confirmed at the end of this meeting. Item 3.C will discuss the interim options for the animal shelter.

2. ITEMS FROM THE AUDIENCE – Gary Amata expressed his frustration with a City tree that is located between his and his neighbors home that has caused damage to their water main, filed a claim for reimbursement for the water main repairs, has submitted multiple claims to the Public Works Department and requested further action than just sidewalk repairs.

Robert Tanner wanted to bring awareness for the safe disposal of unused or expired medication including pet medication and shared that the Police Department has a box located in their lobby and an additional box that is utilized as a SHARPS Container where needles and syringes can be disposed of safely.

Denise from Tracy Dog Girls provided Council an update as to the activities that they are participating in rescuing dogs and cats. Shared that a location or warehouse is needed, asked Council for assistance, and that Tracy Dog Girls is open to discussing solutions with Council.

3. REGULAR AGENDA

3.A. The Planning Commission recommends that the City Council conduct a public hearing, and upon its conclusion:

1. Adopt a resolution that (A) certifies an Environmental Impact Report (“EIR”) and adopts a mitigation monitoring and reporting program (“MMRP”), findings of fact and a statement of overriding considerations for the annexation and development of the Tracy Costco Depot Annex project, which consists of approximately 104.46 acres located at 16000 West Schulte Road, (B) approves a Development Review Permit for the Property for construction of two industrial warehouse buildings totaling approximately 1,736,724 square feet, provided that the Development Review Permit will not be effective until the first day following the effective date of San Joaquin County Local Agency Formation Commission’s (“LAFCo”) approval of the annexation of the Property to the City, and (C) authorizes the City Manager to submit a petition to LAFCo to annex that certain 104.46 acres located at 16000 West Schulte Road bearing Assessor’s Parcel Number 209-230-02 (the “Property”) to the City of Tracy; and 2. Introduce an ordinance approving the pre-zoning of that certain 104.46-acre property located at 16000 West Schulte Road bearing Assessor’s Parcel Number 209-230-02 (“property”) to light industrial (M-1); and determining that the actions authorized by this ordinance were adequately evaluated by that certain Environmental Impact Report certified by the City Council on March 4, 2025, in full compliance with the California Environmental Quality Act (“CEQA”).

Mayor Opens Public Hearing

Genevieve Federighi, Associate Planner provided the staff report.

Elise Laws, Consultant – Senior Planner with De Novo Planning Group provided information regarding the Environmental Impact Report.

Regular Meeting Minutes 4 March 4, 2025

Karin Schnaider, Assistant City Manager clarified that in the fiscal section, staff is recommending that the property is not detached from the Tracy Rural Fire District, the income difference for property taxes is over $600,000 that would go to the County if this practice was not followed, and those funds should stay with Tracy Rural Fire District.

Andrew Shen, Interim City Attorney noted that an amended version of the resolution is on the dais and is ready for Council approval.

Christine Lasley, Costco Real Estate Manager shared some of the contributions that Costco has made to the Tracy Community in their partnership over the last 30 years and highlighted that this new project will bring in over 400 construction jobs and over 250 careers.

Council comments and questions.

Liz Sutton, representative from the Sheet Metal Workers Local 104, urged that Council approve this project and highlighted the agreement with Costco that will be allowing the contractors employ apprentices which in turn will allow those individuals at an opportunity at a career.

Manuel Zapata, the political and public relations representative from the Sheet Metal Workers Local 104, urged that Council adopt this project and that the agreement that the hiring priority is a local workforce and that in turn it positively impact the local economy and shared that this project aligns with the City’s General Plan.

Eric Parfrey, Sierra Club representative shared that they sent a letter expressing gratitude to Costco for entering into a settlement agreement and agreeing to accelerate the transition to electric heavy-duty trucks and hopes that this project sets a standard that will be applied as standard practices as to what the City will be approving in future when it comes to big projects and warehouses.

Kevin Carmichael, representative from San Joaquin Residents for Responsible Development, shared that the applicant will be implementing additional environmental measures that go above and beyond the mitigation items that were addressed in the agreement and these measures provide additional safeguards to the community regarding air quality, public health, reduction of fire hazards and the resolution of community concerns and prior objections.

Mayor Closed Public Comment

ACTION: Motion was made by Mayor Arriola and seconded by Council Member Nygard to adopt a Resolution that 1. certifying an Environmental Impact Report (“EIR”), adopting findings and a statement of overriding considerations, and adopting a Mitigation Monitoring And Reporting Plan (“MMRP”) for the annexation and development of industrial buildings on a 104.46 acre property located at 16000 West Schulte Road bearing Assessor’s Parcel Number 209-230-02 (“Property”), all in accordance with the requirements of the California Environmental Quality Act (“CEQA”); and 2. approving a development review permit for that certain 104.46-acre property located at 16000 West Schulte Road bearing Assessor’s Parcel Number 209-230-02 (“the property”) to take effect on the first day Regular Meeting Minutes 5 March 4, 2025

following the effective date of the San Joaquin County Local Agency Formation Commission’s (“LAFCo’s”) approval of the annexation of the property to the City Of Tracy (“City”); and approving the submittal of a petition to the San Joaquin County Local Agency Formation Commission (“LAFCo”) for the annexation of the property to the City of Tracy (“City”) without detachment from the Tracy Rural Fire District. Roll call found Council Members Bedolla, Evans, Nygard, Mayor Pro Tem Abercrombie and Mayor Arriola in favor; passed and so ordered.

Necy Lopez, Acting City Clerk read the title of proposed Ordinance.

ACTION: Motion was made by Council Member Bedolla and seconded by Mayor Pro Tem Abercrombie to waive full reading of text and introduce proposed ordinance approving the pre-zoning of that certain 104.46-acre property located at 16000 West Schulte Road bearing Assessor’s Parcel Number 209-230-02 (“property”) to light industrial (M-1); and determining that the actions authorized by this ordinance were adequately evaluated by that certain Environmental Impact Report certified by the City Council on March 4, 2025, in full compliance with the California Environmental Quality Act (“CEQA”). Roll call found Council Members Bedolla, Evans, Nygard, Mayor Pro Tem Abercrombie and Mayor Arriola in favor; passed and so ordered.

3.B. Planning Commission and Staff recommend that the City Council conduct a public hearing, and upon its conclusion, take the following actions: 1. Introduce an ordinance approving a Zoning Text Amendment, Application Number ZA22- 0004, removing Tracy Municipal Code (TMC) Section 10.08.800, “Service Station” definition, adding TMC Section 10.08.175, “Car Wash” definition, add TMC Section 10.08.375, “Fuel Station” definition, and amending TMC Section

10.08.1080, Permitted Uses, Use Group No. 44, removing and replacing “Automobile Service Stations” with “Car Washes” and “Fuel Stations;” 2. Adopt a resolution: (a) granting a Conditional Use Permit to allow a car wash to be located at 4600 S. Corral Hollow Road, Application Number CUP24-0006; and (b) approving a Development Review Permit for construction of a car wash facility and related site improvements located at 4600 S. Corral Hollow Road, Application Number D22-0044.

Mayor Opens Public Hearing

Genevieve Federighi, Associate Planner provided the staff report.

Council comments and questions.

There was no public comment.

Mayor Closed Public Comment

Necy Lopez, Acting City Clerk read the title of proposed Ordinance.

Regular Meeting Minutes 6 March 4, 2025

ACTION: Motion was made by Council Member Bedolla and seconded by Mayor Pro Tem Abercrombie to waive full reading of text and introduce proposed ordinance approving a zoning text amendment, Application Number ZA22-0004, to remove Tracy Municipal Code (TMC) Section 10.08.800, “Service Station” definition, add TMC Section 10.08.175, “Car Wash” definition, add TMC Section 10.08.375, “Fuel Station” definition, and amend TMC Section 10.08.1080, permitted uses, use group No. 44, to remove and replace “Automobile Service Stations” with “Car Washes” and “Fuel Stations”. Roll call found Council Members Bedolla, Evans, Nygard, Mayor Pro Tem Abercrombie and Mayor Arriola in favor; passed and so ordered.

ACTION: Motion was made by Council Member Bedolla and seconded by Mayor Pro Tem Abercrombie to Motion to adopt a Resolution (A) granting a Conditional Use Permit to allow a car wash to be located at 4600 S. Corral Hollow Road, Application Number CUP24-0006; and (B) approving a Development Review Permit for construction of a car wash facility and related site improvements located at 4600 S. Corral Hollow Road, Application Number D22-0044. Roll call found Council Members Bedolla, Evans, Nygard, Mayor Pro Tem Abercrombie and Mayor Arriola in favor; passed and so ordered.

3.C. Discuss interim solutions for Animal Services to address capacity and kennel space, and upon conclusion of such discussion, by motion, direct staff to proceed with specific solution(s).

Brittany Pasquale, Animal Services Supervisor, provided the staff report.

Council comments and questions.

Julie Selner from Tracy Animal Rescue expressed appreciation to the Animal Shelter staff and stated that unfortunately staff is impacted with meeting the growing needs of the City, there needs to be more outreach.

Denise from Tracy Dog Girls expressed concerns regarding free adoptions, shared that these pets can end up back in the shelter or as bait dogs for those that fight dogs, rehoming dogs for free would not be good practice.

Conrad Levoit asked about a dog that was adopted after being in the shelter for over 400 days and asked why and how that process took place, congratulated staff on that dog getting adopted.

Council discussion continued.

ACTION: Motion was made by Mayor Arriola and seconded by Council Member Nygard to incorporate option A, amended option B that would reduce adoption fees, option C increasing outreach and education and enhanced partnering with non-profit organizations.

Friendly amendment to motion was made by Mayor Arriola to include option C regarding incentives. Seconded by Council Member Nygard. Roll call found Council Members Bedolla, Evans, Nygard, Mayor Pro Tem Abercrombie and Mayor Arriola in favor; passed and so ordered.

Regular Meeting Minutes 7 March 4, 2025

4. ITEMS FROM THE AUDIENCE – Conrad Levoit shared a poem and asked if Council could present his son with a certificate of recognition for his enlistment in the United States Army and requested that Council acknowledge those that have enlisted in the Armed Forces.

5. STAFF ITEMS – Midori Lichtwardt, City Manager shared:
• State of the City will be held on March 25, 2025 at 9:00 a.m. at the Grand Theatre as we reflect on our City progress and what is next • Student Government Day registration closes tomorrow (3/5/2025) it is an all-day event that gives High School students that live or attend school in Tracy the opportunity to get an insider look at how at your local government, learn about our departments, participate in a mock Council Meeting and meet City Leaders • There is a vacancy on the Environmental Sustainability Commission – seeking a passionate youth representative, this role will help shape policies that will protect and enhance air, water, and land. This recruitment closes on Friday, March 28, 2025, at 5:00 p.m. and those that are interested can do so by visiting:
https://www.cityoftracy.org/government/boards-and-commissions/environmental- sustainability-committee
• There are several vacancies on the Youth Advisory Commission, this recruitment closes on April 18, 2025, and those that are interested in applying can do so by visiting: https://www.cityoftracy.org/government/boards-and-commissions/youth- advisory-commission
Reminder that PG&E will be holding an open forum tomorrow, March 5, 2025, starting at 6:00 p.m. at the Tracy Hills Welcome Center located at 2230 Criseldo Mina Ave. in the Tracy Hills Community.

6. COUNCIL ITEMS – Council Member Nygard wished Conrad Levoit’s son well in his enlistment in the Army and attended the following:
• Advisory Water Commission on February 19, 2025, and participated in several presentations including one from a non-profit called River Partners, https://riverpartners.org/
• AVA Energy and encouraged community to visit https://avaenergy.org/ to see what incentives are available regarding lowering energy costs • San Joaquin Partnership on February 20, 2025
• Stockton Chamber of Commerce REXPO recycling Event that is scheduled for March 12, 2025, for more information visit https://stocktonchamber.org/ • Attended ribbon cutting for first ZERO emissions Taco Bell located on International Parkway
• Acknowledged public comments that were received and looks forward to the expansion and openings of City amenities
• Will be attending the NLC Congressional Conference from March 8-12, 2025 in Washington D.C.
• Announced that Tracy Earth Project will be sponsoring Earth Day on April 26, 2025, https://www.tracyearthproject.org/.

Council Member Evans thanked Mr. Levoit and his son, requested to add a policy that during the presentations portion of a Regular Council Meeting, presentations be expanded to those individuals that enlist in the Armed Forces, seconded by Mayor Pro Tem Abercrombie, and attended the Tracy Police Department crab feed and the Youth Art Awards reception that was held at Menchie’s.

Regular Meeting Minutes 8 March 4, 2025

Mayor Pro Tem Abercrombie thanked Mr. Levoit and his son, attended the Babe Ruth opening day ceremonies, Menchie’s Art Show, THAC meeting, Tracy Police Department Crab Feed, and a Special Meeting of the JPA. Requested that the policy regarding the naming of the parks be brought back to Council, Council Member Evans seconded.

Mayor Arriola shared highlights from his Mayor’s Report including his attendance at the San Joaquin County Rail Commission Meeting and adopted CEQA Addendum & Approved “Stockton Diamond Grade Separation Project” and attended the SJCOG Meeting on February 27, 2025 and learned about the introduction to “I-205 Managed Lanes” Project which features the potential to “Tolling Lanes” as concept, discussion of managed lanes “Addition” versus “Conversion” alternatives, along with potential following timelines:
• June 2026 -- Circulate draft environmental docs
• June 2027 – Complete documents
• 2032/2034 – Open to traffic
Safe Travel to all those attending the National League of Cities Conference, congratulated Mr. Levoit and his son, and wished everyone a Happy St. Patrick’s Day.

7. ADJOURNMENT – Time: 9:32 p.m.

ACTION: Motion was made by Mayor Pro Tem Abercrombie and seconded by Council Member Nygard to adjourn. Roll call found all in favor, passed and so ordered.

The above agenda was posted at the Tracy City Hall on February 27, 2025. The above are action minutes. A recording is available at the office of the City Clerk.

____________________________
Mayor

ATTEST:

___________________________
City Clerk

TRACY CITY COUNCIL - SPECIAL MEETING MINUTES

March 18, 2025, 5:00 p.m.

Tracy City Hall, 333 Civic Center Plaza, Tracy, CA.

1. Mayor Arriola called the meeting to order at 5:03 p.m.

2. There were no actions taken pursuant to AB 2449.

3. Roll Call and Declaration of Conflicts – Council Members Evans, Nygard, Mayor Pro Tem Abercrombie, and Mayor Arriola present. Council Member Bedolla was absent from roll call. Council Member Bedolla arrived at 5:04 p.m.

4. Items from the audience – There was no public comment.

5. DISCUSSION ITEMS

5.A. By motion, (1) Establish interview protocols to fill two vacancies on the Measure V Residents’ Oversight Committee; (2) Conduct interviews of seven applicants for two vacancies; and (3) Upon conclusion of the interviews, appoint two applicants to fill two vacancies and establish an eligibility list, if appropriate

Necy Lopez, Acting City Clerk provided the staff report.

Mayor Arriola announced a conflict and recused himself.

Mayor Pro Tem Abercrombie announced the following selection: Mohammad Ibrahimi and Gerald Jeffs to serve on the Measure V Residents’ Oversight Committee, the term will begin upon appointment and end on February 28, 2027.

ACTION: Motion was made by Council Member Evans and seconded by Council Member Nygard to appoint Mohammad Ibrahimi and Gerald Jeffs to serve on the Measure V Residents’ Oversight Committee, the term will begin upon appointment and end on February 28, 2027. Roll call found Council Members Bedolla, Evans, Nygard, Mayor Pro Tem Abercrombie in favor; passed and so ordered. Mayor Arriola was absent from roll call.

ACTION: Motion was made by Council Member Evans and seconded by Council Member Nygard to add Nihad Jabbar, Ametrius Sidney, and Thomas Huffman to the eligibility list for the Measure V Residents’ Oversight Committee. Roll call found Council Members Bedolla, Evans, Nygard, Mayor Pro Tem Abercrombie in favor; passed and so ordered. Mayor Arriola was absent from roll call.

Special Meeting Minutes 2 March 18, 2025

There were no Council items.

Adjournment Time: 6:21 p.m.

ACTION: Motion to adjourn was made by Council Member Bedolla and seconded by Council Member Evans. Roll call found Council Members Bedolla, Evans, Nygard, Mayor Pro Tem Abercrombie in favor; passed and so ordered. Mayor Arriola was absent from roll call.

The above agenda was posted at the Tracy City Hall on March 13, 2025. The above are action minutes. A recording is available at the office of the City Clerk.

____________________________
Mayor
ATTEST:

___________________________
City Clerk

TRACY CITY COUNCIL REGULAR MEETING MINUTES

March 18, 2025, 7:00 p.m.

City Hall, 333 Civic Center Plaza, Tracy Web Site: www.cityoftracy.org

Mayor Arriola called the meeting to order at 7:00 p.m.

There were no actions taken pursuant to AB 2449.

Roll Call and Declaration of Conflicts – Council Members Bedolla, Evans, Nygard, Mayor Pro Tem Abercrombie and Mayor Arriola present. City Council had no declarations of conflict.

Mayor Arriola led the Pledge of Allegiance.

Deacon Jack Ryan, St. Bernard’s Catholic Church offered the invocation.

Police Chief Sekou Millington swears in Lateral Officers Zaccray Baker and Richard Francis; Lt.

Miguel Contreras (Promoted to Captain), Sgt. Daniel Garcia (Promoted to Lieutenant), Corporal Matt Grijalva (Promoted to Sergeant), Detective Andrew Glover (Promoted to Corporal).

Mayor Arriola presents Women’s History Month Proclamation to Council Member Dotty Nygard.

Mayor Arriola presents Proclamation for Transgender Day of Visibility & Collaborative Opportunities to Cris Bunnell from San Joaquin Pride Center.

Mayor Arriola presents Certificates of Recognition to Jiraeh Faiaipau, Jasmine Lund, and Noah Porter for their participation in the 2025 California Interscholastic Federation Wrestling State Championship.

1. CONSENT CALENDAR – Motion was made by Mayor Pro Tem Abercrombie and seconded by Council Member Nygard to adopt the Consent Calendar. Roll call found all in favor; passed and so ordered.

1.A. Staff recommends that the City Council adopt a resolution (1) accepting public improvements for the following, each by separate resolution:
• Tracy Hills Phase 1A, Tract 3890, Village 4A Public Improvements and Parkway Landscaping, - Resolution 2025-052
• Tracy Hills Phase 1A, Tract 3946, Village 4B Public Improvements and Parkway Landscaping, Resolution 2025-053
• Tracy Hills Phase 1A, Tract 3947, Village 4C Public Improvements and Parkway Landscaping, Resolution 2025-054
• Tracy Hills Phase 1A, Tract 3953, Village 6A Public Improvements and Parkway Landscaping, Resolution 2025-055
as complete, and assume responsibility for the future maintenance and repairs, (2) authorizing the City Engineer to release the Developer furnished bonds in accordance with the Subdivision Improvement Agreements, and (3) authorizing the City Clerk to file Notices of Completion for all accepted public improvements with the San Joaquin County Recorder’s Office.

Regular Meeting Minutes 2 March 18, 2025

1.B. Staff recommends that the City Council adopt a Resolution: 1) Approving the purchase of one Toro GM5900 ride-on mower from Turf Star Western utilizing a competitively bid Sourcewell Cooperative Agreement in the amount of $154,530 for the Parks Department 2) Declaring the existing mower as surplus and approving its disposition pursuant to Tracy Municipal Code Section 2.20.310. – Resolution 2025-056

1.C. Staff recommends that the City Council adopt a resolution (1) making a determination that compliance with standard procurement procedures is not in the best interests of the City and disposing these requirements for the rental of a wheel loader for the wastewater treatment plant; and (2) ratifying Purchase Order 2500509 for such services and authorize a payment in the amount of $50,948 – Resolution 2025-057

1.D. Staff recommends that the City Council adopt a resolution (1) accepting the construction improvements for Pavement Rehabilitation Project Fiscal Year 2020/2021, Lincoln and Lowell, Capital Improvement Project 73178, (2) authorizing the City Clerk to file the Notice of Completion with the San Joaquin County Recorder’s Office, (3) authorizing the City Engineer to release the improvement security and retention payment in accordance with the Project Contract and Tracy Municipal Code Section 12.36.080, and (4) authorizing the Finance Department to close the Project. – Resolution 2025-058

1.E. Staff recommends that the City Council receive the 2024 Annual Progress Report for the General Plan and Housing Element.

1.F. Staff recommends that the City Council adopt a resolution: (1) accepting the San Joaquin County Regional Active Transportation Program (ATP) grant in the amount of $1,712,000, (2) authorizing the Assistant City Manager: (A) to execute and submit a claim for Cycle Two Measure K Bicycle, Pedestrian and Safe Routes to School Non-Competitive Program funds in the amount of $399,060.41, (B) to execute and submit all future claims for Measure K Bicycle, Pedestrian and Safe Routes to School Non-Competitive Program funds, (3) appropriating the entire funds received from Measure K (Fund 242) to East Schulte Safety and Multimodal Community Corridor – MacArthur Phase Project, Capital Improvement Project 73202, for a total project amount of $2,111,060.41, and (4) authorizing the City Manager to execute the ATP grant related documents to effectuate the grant. – Resolution 2025-059

1.G. Staff recommends that the City Council adopt a resolution (1) accepting the public improvements for Ellis Dog Park, constructed by Woodside 05N LP, and assuming all future operations and maintenance, (2) authorizing the City Clerk to file the Notice of Completion for Ellis Dog Park with the San Joaquin County Recorder’s Office, (3) authorizing the City Engineer to release the Ellis Dog Park improvement security in accordance with the terms of the Park Improvement and Refund Agreement, and (4) authorizing the City Clerk to accept a grant deed from the owner of the Park Site and file with the San Joaquin County Recorder’s Office. – Resolution 2025-060

Regular Meeting Minutes 3 March 18, 2025

1.H. Staff recommends that the City Council adopt an Ordinance 1) approving the pre- zoning of that certain 104.46-acre property located at 16000 West Schulte Road bearing Assessor’s Parcel Number 209-230-02 (“Property”) to light Industrial (M- 1); and 2) determining that the actions authorized by this Ordinance were adequately evaluated by that certain Environmental Impact Report certified by the City Council on March 4, 2025, in full compliance with the California Environmental Quality Act (“CEQA”). – Ordinance 1353

1.I Staff recommends that the City Council adopt an Ordinance approving a zoning text amendment, Application Number ZA22-0004, to remove Tracy Municipal Code (TMC) Section 10.08.800, Service Station definition, add TMC Section

10.08.175, Car Wash Definition, add TMC Section 10.08.375, Fuel Station definition, and amend TMC Section 10.08.1080, permitted uses, use group No. 44, to remove and replace Automobile Service Stations with Car Washes and Fuel Stations. – Ordinance 1354

1.J Staff recommends that the City Council adopt a resolution (1) approving Amendment No. 2 to the Professional Services Agreement with Kimley-Horn and Associates, Inc. to amend the scope for the Citywide Roadway, Transportation, and Bikeways Master Plan Update, Capital Improvement Projects 73173 and 78171, increasing the compensation by an additional $346,520, for a total contract amount of $1,095,005, and (2) authorizing an appropriation of $201,639 from the Program Management Fund (F391) to CIP 73173. - Resolution 2025- 061

2. ITEMS FROM THE AUDIENCE – Robert Tanner shared the importance of proper disposal of unfinished or expired medication and utilizing the medical disposal bin that is located in the Police Department.

William Logan expressed concerns regarding an accident on the corner of Taft and 10th street and shared that he was almost struck in that same intersection the prior week, the signage should be clearly displayed, and it should be a sign that should state “cars in either direction do not stop” hopes that this simple fix could potentially save folks from harm.

Community Member supported the comments provided by Mr. Logan, she is a resident on that street that has had multiple vehicles damaged due to individuals speeding and shared that since the beginning of the year there have already been four accidents and is concerned about the children and families that live in that area.

Community Member shared that this intersection has had over sixteen to twenty accidents, including her vehicles being damaged due to drivers and excessive speeding and requested that maybe speeding should be monitored by police and seems that these incidents are more frequent and getting worse.

Member of Tracy Dog Girls and Community Member shared that volunteers have logged over 200 hours of work in caring for and capturing stray dogs, concerned that the data that they have does not align with the shelter data , shelter response times and requested help from the City.

Regular Meeting Minutes 4 March 18, 2025

Tracy Hills Community Members shared that PG&E held a town hall meeting, the work continues, expressed frustration regarding the designation that Tracy Hills has on the fire maps as low-fire zones, lack of compassion from PG&E. They would like for Council to work with the developer and PG&E so that the power lines can be placed underground and provide a timeline.

Janel Borg expressed her concerns regarding animal related issues and if viable solutions are not found that contributes to the problem, shared personal account of a stray diseased cat that found its way into her garage and the issues that she faced in communicating with the animal shelter and requested that Council hold a Special Meeting that addresses the animal issues throughout the City.

3. REGULAR AGENDA

3.A. Staff recommends that the City Council receive an informational report regarding the annual report of the Transportation Advisory Commission

Maurice Francis, Transportation Commission Vice Chair, provided the staff report.

Council comments and questions.

ACTION: Motion was made by Mayor Pro Tem Abercrombie and seconded by Council Member Evans to accept the annual report of the Transportation Advisory Commission. Roll call found Council Members Bedolla, Evans, Nygard, Mayor Pro Tem Abercrombie and Mayor Arriola in favor; passed and so ordered.

3.B. Staff recommends that the City Council receive an information report and provide direction regarding vacant commercial buildings.

Forrest Ebbs, Director of Community and Economic Development provided the staff report.

Council comments and questions.

Robert Tanner asked if this included the warehouses and Yellow Freight by I205 and referenced empty large retail spaces such as the old JC Penny building and the Save Mart building and is in favor of action items one and two, and instead of a 30-to-60-day vacant building registration, allow for a 90-day period instead so that building owners have the ability to acquire new tenants, regarding fees; the City can charge a fee based on square footage but recommends a flat fee, and requested that the mall be exempt from these conditions.

Forrest Ebbs, Director of Community and Economic Development clarified that this item is focused on retail that is located within the City Limits.

Pat Howell expressed the same concerns as the previous speaker, referenced the Save Mart building and if the Council can look to Save Mart not allowing the building to be used/leased.

Regular Meeting Minutes 5 March 18, 2025

Community Member shared that building owners be held accountable for the buildings sitting empty for a long period of time and referenced the Save Mart building.

Council questions and discussion continued.

Mayor Arriola summarized Council consensus as follows:
• Mayor Arriola in support of items 1-5
• Council Member Nygard in support of items 1, 2, and 4 • Council Member Evans in support of items 1-5
• Mayor Pro Tem Abercrombie in support of items 4 and 5 • Council Member Bedolla in support of items 4 and 5

ACTION: Motion was made by Council Member Evans and seconded by Mayor Arriola to accept the report and provide direction as just noted by Mayor Arriola regarding vacant commercial buildings. Roll call found Council Members Bedolla, Evans, Nygard, Mayor Pro Tem Abercrombie and Mayor Arriola in favor; passed and so ordered.

4. ITEMS FROM THE AUDIENCE – Sara Wood, a volunteer at the animal shelter, provided statistical information regarding the animals that are not spayed or neutered, neonatal kits for kittens and the education required to bottle feed kittens, would like expansion on the Teen Ambassador Program, identified staffing shortages, requested additional funding for shelter expansion and additional staff.

5. STAFF ITEMS – Midori Lichtwardt shared:
• The State of the City is going on next week, on March 25, 2025, from 9 am to noon at the Grand Theatre. This year’s event is hosted by the City of Tracy, Mayor Dan Arriola will be speaking, if you would like to reserve your tickets, they are free but they are doing a head count to ensure seat availability, there is a QR code on the main website for the City.
• Updates on the Corral Hollow Sewer Upgrade, there will be sone night work and some closures on North of Eleventh St. intersection to Fieldview Dr. intersection from Sunday, 3/30 to Thursday, 4/3, for ongoing updates and timelines of construction, please visit:
https://www.cityoftracy.org/Home/Components/News/News/753/78 • Applications are now open for the 2025 Tracy Mayor’s Summer Youth Internship, this paid opportunity is open to 9th-12th grade students living or attending school in Tracy. Gain hands-on experience, develop leadership skills, and make an impact in your community this summer. Apply at
https://www.governmentjobs.com/careers/tracyca
• The Tracy Homelessness Advisory Committee for March 20, 2025, has been cancelled.

6. COUNCIL ITEMS – Mayor Pro Tem Abercrombie attended the JPA meeting, requested that Council bring back an item regarding the radio upgrade for the Fire District that the JPA already approved, seconded by Council Member Evans.

Mayor Pro Tem Abercrombie also requested that Council consider bringing an item for the dog park to be named after Duke, a Tracy Police Department K-9 that was killed in the line of duty, Council Member Bedolla seconded.

Regular Meeting Minutes 6 March 18, 2025

Council Member Evans attended the Artist Recognition event at TCS Insurance for the unveiling of Tracy’s newest mural, would like to bring more art of this nature to Tracy, asked if this is an item that is done through the Art Commission, if not, would like Council to have a discussion, shared that this will increase visitors to Tracy. Mayor Arriola seconded.

Council Member Nygard announced that any women who are interested in entering skilled work with building trades can go online and visit https://valleybuild.net/, attended the National League of Cities Conference in Washington DC, attended the Chamber Mixer at Sutter Tracy Hospital, requested a Council discussion on warehouse growth for a possible ordinance and address space, land use and how warehouse complexes are developed, would like the model that Costco developed be put into practice. Council Member Bedolla seconded. Mayor Arriola asked if this was for a sustainability ordinance, Council Member Nygard confirmed, and Council Member Bedolla seconded.

Mayor Arriola shared that the State of the City event will be next week, March 25, 2025, will be hosting the Mayor’s Youth Town Hall and is looking forward to the discussion and engagement with the youths. Attended National League of Cities Conference and shared some highlights of the sessions that Council Member Nygard, Arturo Sanchez, Assistant City Manager and he participated in. Requested that Council discuss a potential partnership with Tracy Connects, a program that was started by former Mayor Nancy Young. Council Member Nygard supported.

Mayor Arriola requested to bring back to Council a Youth Entertainment Initiative that would be an Economic Development Policy that would incentivize businesses specifically that provide activities for young people to do in our City. Mayor Pro Tem Abercrombie supported.

Mayor Pro Tem Abercrombie, commended staff on Student Government Day where three Council Members attended and shared that the students expressed that they enjoyed it and that it was a success for it being the first year and is looking forward to that continuing.

Midori Lichtwardt, City Manager clarified that the warehouse ordinance request that Council Member Nygard and Council Member Bedolla seconded, and shared that this item was brought up previously by former Mayor Pro Tem Davis and Council Member Bedolla, wanted to let Council know that staff has been working on something regarding this, since it is not a new ask, the expected timeline is sometime around June.

Karin Schnaider, Assistant City Manager elaborated on the steps that staff has taken in the last year and anticipates that by June or July they will know where the State stands on Bill Number AB98 that was passed on November 2024.

Regular Meeting Minutes 7 March 18, 2025

7. ADJOURNMENT – Time: 9:18 p.m.

ACTION: Motion was made by Mayor Pro Tem Abercrombie and seconded by Council Member Evans to adjourn. Roll call found all in favor; passed and so ordered.

The above agenda was posted at the Tracy City Hall on March 13, 2025. The above are action minutes. A recording is available at the office of the City Clerk

____________________________
Mayor

ATTEST:

___________________________
City Clerk

April 1, 2025
Agenda Item 1.B

RECOMMENDATION
Staff recommend that the City Council adopt a resolution approving the execution of a General Services Agreement with Telstar Instruments, Inc., a California corporation, to replace and program the Programmable Logic Controller (PLC) for the Final Effluent Pump Station at the City of Tracy Wastewater Treatment Plant in a not-to-exceed amount of $157,401 and a term ending on December 31, 2025.

EXECUTIVE SUMMARY
This agenda item seeks adoption of a resolution by the City Council approving a General Service Agreement (GSA) with Telstar Instruments, Inc. to replace and program the Programmable Logic Controller (PLC) for the Final Effluent Pump Station at the City of Tracy Wastewater Treatment Plant (WWTP) for the not-to-exceed amount of $157,401. The final effluent pump station conveys fully treated wastewater (final effluent) through the outfall pipeline to the Old River. The pumps
for this process are all operated and controlled by
automation through the PLCs. The existing PLCs are outdated and need to be upgraded to provide reliability
and efficiency. Staff requests that City Council approve the GSA with Telstar Instruments, Inc. to provide these necessary services
BACKGR

OUND AND LEGISLATIVE HISTORY
The City of Tracy (City) treats 10.5 million gallons per day (MGD) of residential and industrial wastewater at its Wastewater Treatment Plant, located at 3900 Holly Drive, Tracy, CA 95034.

The function of the fi
nal effluent pump station is to deliver fully treated wastewater (final effluent) to
its final discharge destination, the Old River, which is approximately 4.5 miles from WWTP. All effluent pumps are operated and controlled by automatic controllers utilizing the PLCs. The current PLC model is aging and obsolete resulting in multiple reliability issues. The recommended GSA is for replacement and programming of a new PLC model to ensure reliable and accurate readings for effective pump control. This increases the efficiency of the treated wastewater delivery to its final discharge destination in compliance with the discharge permit from the State.

ANALYSIS
On December 6, 2024, in accordance with the TMC 2.20.180, the City issued a Notice Inviting Bids (NIB) to perform services to replace and program the Programmable Logic Controller (PLC) for the Final Effluent Pump Station at the City of Tracy Wastewater Treatment P lant. Two (2) bid proposals were received on January 15, 2025.

Vendor Price
Aspect Engineering Group $115,534.46
Telstar Instruments $157,401.00
After evaluating the bi
d proposals, staff determined that the proposal from Aspect Engineering Group did not include all the tasks detailed in the scope of work. Staff attempted to contact Agenda Item 1.B
April 1, 2025

Aspect Engineering Group for clarification of their bid, but the bidder did not respond and was therefore found to be unresponsive. The proposal from Telstar Instruments, Inc. (Contractor) was found to be responsive and to be the best fit for the City's needs for these services. The Contractor is qualified and experienced and has provided satisfactory services to both the Water and Wastewater Facilities in the past.

Staff negotiated and reached terms for an agreement with the Contractor with the term of agreement beginning on the date of execution of this agreement and shall terminate on December 31, 2025, once the City
confirms that all services were performed to the City’s satisfaction or earlier by termination pursuant to Section 6 of this agreement.

CEQA DETERMINATION
The approval of the proposers
in this request or the execution of this contract with the Contractor will not result in a phy
sical change in the environment and therefore is not
considered as a projec
t defined by Section 21065 of the Public Resources Code. The approval of this contract and completion of this work is also exempt from CEQA review under CEQA Guidelines Section 15301 as
repairs to an existing facility.

STRATEGIC PLAN
This agenda item is consistent with the City’s Quality of Life Strategy and meets the goals to ensure physical infrastructure and systems are necessary for the health and safety of the Tracy community through improved water quality.

FISCAL IMPACT
The cost of the services provided by the Contractor is not to exceed $157,401 for the entire task and will be accounted for in the FY24/25 adopted annual operations and maintenance budget of the Wastewater Fund (521).

The Contractor has been used by both the Water and
Wastewater Treatment Plants for many years. The total amount spent with the Contractor since September 2015 is
$746,440 as shown below.

ACTION REQUESTED OF THE CITY COUNCIL
Adopt a resolution approvi
ng the execution of a General Services Agreement with Telstar Instruments, Inc., a California corporation, to replace and program the Programmable Logic Controller (PLC) for the Final Effluent Pump Station at the City of Tracy Wastewater Treatment Plant in a not-to-exceed amount of $157,401 and a term ending on December 31, 2025.

Agenda Item 1.B
April 1, 2025

Prepared by: Aloke Vaid, Wastewater Operations Superintendent Reviewed by: Stephanie Reyna-Hiestand, Assistant Director of Utilities Gordon M
acKay, Interim Director of Public Works
Sara Castro, Director of Finance
Andrew Shen, Interim City Attorney
Karin Schnaider, Assistant City Manager
Approv
ed by: Midori Lichtwardt, City Manager
Attachments:

A - GSA
with Telstar Instruments, Inc.

City of Tracy – General Services Agreement with Telstar Instruments, Inc.

CITY OF TRACY

GENERAL SERVICES AGREEMENT
This General Services Agreement ( Agreement) is entered into between the City of Tracy, a municipal corporation (City), and TelStar Instruments, Inc. a California corporation (Contractor). City and Contractor are referred to individually as “Party” and collectively as “Parties.” Recitals
A. City desires to retain Contractor to perform services to replace and program the Programmable Logic Controller (PLC) for the Final Effluent Pump Station at the Wastewater Treatment Plant; and B. On December 5, 2024 , the City issue d a Notice Inviting Bids (NIB) for the Final Effluent Programmable Logic Controller (PLC) Replacement and Programming Services (Project).

C. On January 6, 2025, two (2) bid proposals were submitted , however, only one bid was deemed responsive and responsible. City has determined that Contractor possesses the skills, experience and certification required to provide the services pursuant to Tracy Municipal Code (TMC) 2.20.180.

D. After negotiations between the City and Contractor, the Parties have reached an agreement for the performance of services in accordance with the terms set forth in this Agreement.

E. This Agreement is being executed pursuant to Resolution No. 2025-____ approved by Tracy City Council on ____________, 2025.

Now therefore, the Parties mutually agree as follows:

1. Scope of Work. Contractor shall perform the services described in Exhibit “A” attached and incorporated by reference. The services shall be performed by, or under the direct supervision of, Contractor’s Authorized Representative: Mickie Gardiner. Contractor shall not replace its Authorized Representative, nor shall Contractor replace any of the personnel listed in Exhibit “A,” nor shall Contractor use or replace any subcontractors or sub consultants, without City’s prior written consent. A failure to obtain the City’s prior written consent for any change or replacement in personnel or subcontractor may result in the termination of this Agreement.

2. Time of Performance. Time is of the essence in the performance of services under this Agreement and the timing requirements set forth shall be strictly adhered to unless otherwise modified in writing in accordance with this Agreement. Contractor shall begin performance, and shall complete all required services no later than the dates set forth in Exhibit “A.” Any services for which times for performance are not specified in this Agreement shall be started and completed by Contractor in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the Contractor. Contractor shall submit all requests for time extensions to the City in writing no later than ten days after the start of the condition which purportedly caused the delay, and not later than the date on which performance is due. City shall grant or deny such requests at its sole discretion.

2.1 Term. The term of this Agreement shall commence on the date this agreement is executed and terminate on December 31, 2025, or once the City confirms that all services were performed to the City’s satisfaction, unless terminated in accordance with Section 6.

3. Compensation. City shall pay Contractor on a time and expense basis, at the billing rates set forth in Exhibit “B,” attached and incorporated by reference for services performed under this Agreement.

Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 Attachment A
City of Tracy – General Services Agreement with Telstar Instruments, Inc.

3.1 Not to Exceed Amount. Contractor’s total compensation under this Agreement shall not exceed $157,401 (One Hundred Fifty-Seven Four Hundred One Dollars). Contractor’s billing rates shall cover all costs and expenses for Contractor’s performance of this Agreement. No work shall be performed by Contractor in excess of the total compensation amount provided in this section without the City’s prior written approval.

3.2 Invoices. Contractor shall submit monthly invoices to the City that describe the services performed, including times, dates, and names of persons performing the services.

3.2.1. Contractor’s failure to submit invoices in accordance with these requirements may result in the City rejecting said invoices and thereby delaying payment to Contractor.

3.3 Payment. Within 30 days after the City’s receipt of invoice, City shall make payment to the Contractor based upon the services described on the invoice and approved by the City.

4. Indemnification. Contractor shall, to the fullest extent permitted by law, indemnify, defend (with independent counsel approved by the City), and hold harmless the City from and against any claims arising out of Contractor’s performance or failure to comply with obligations under this Agreement, except to the extent caused by the sole, active negligence or willful misconduct of the City.

In this section, “City” means the City, its officials, officers, agents, employees and volunteers; “Contractor” means the Contractor, its employees, agents and subcontractors; “Claims” includes claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all related costs and expenses) and any allegations of these; and “Arising out of” includes “pertaining to” and “relating to”.

The provisions of this section survive completion of the services or the termination of this Agreement and are not limited by the provisions of Section 5 relating to insurance.

5. Insurance. Contractor shall, throughout the duration of this Agreement, maintain insurance to cover Contractor, its agents, representatives, and employees in connection with the performance of services under this Agreement at the minimum levels set forth herein.

5.1 Commercial General Liability (with coverage at least as broad as ISO form CG 00 01 01 96) “per occurrence” coverage shall be maintained in an amount not less than $ 4,000,000 general aggregate and $2,000,000 per occurrence for general liability, bodily injury, personal injury, and property damage.

5.2 Automobile Liability (with coverage at least as broad as ISO form CA 00 01 07 97, for “any auto”) “claims made” coverage shall be maintained in an amount not less than $1 ,000,000 per accident for bodily injury and property damage.

5.3 Workers’ Compensation coverage shall be maintained as required by the State of California.

5.4 Professional Liability “claims made” coverage shall be maintained to cover damages that may be t he result of errors, omissions, or negligent acts of Contractor in an amount not less than $1,000,000 per claim.

5.5 Endorsements. Contractor shall obtain endorsements to the automobile and commercial general liability insurance policies with the following provisions:

5.5.1 The City (including its elected officials, officers, employees, agents, and volunteers) shall be named as an additional “insured.”

5.5.2 For any claims related to this Agreement, Contractor’s coverage shall be primary insurance with respect to the City. Any insurance maintained by the City shall be excess of the Contractor’s insurance and shall not contribute with it.

5.6 Notice of Cancellation. Contractor shall notify the City if the policy is canceled before the expiration date. For the purpose of this notice requirement, any material change in the policy prior to the expiration shall be considered a cancellation. Contractor shall immediately obtain a replacement policy.

Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 City of Tracy – General Services Agreement with Telstar Instruments, Inc.

5.7 Authorized Insurers. All insurance companies providing coverage to Contractor shall be insurance organizations authorized by the Insurance Commissioner of the State of California to transact the business of insurance in the State of California.

5.8 Insurance Certificate. Contractor shall provide evidence of compliance with the insurance requirements listed above by providing a certificate of insurance and endorsements, in a form satisfactory to the City, before the City signs this Agreement.

5.9 Substitute Certificates. Contractor shall provide a substitute certificate of insurance no later than 30 days prior to the policy expiration date of any insurance policy required by this Agreement.

5.10 Contractor’s Obligation. Maintenance of insurance by the Contractor as specified in this Agreement shall in no way be interpreted as relieving the Contractor of any responsibility whatsoever (including indemnity obligations under this Agreement), and the Contractor may carry, at its own expense, such additional insurance as it deems necessary. Failure to provide or maintain any insurance policies or endorsements required herein may result in the City terminating this Agreement.

6. Termination. The City may terminate this Agreement by giving ten days ’ written notice to Contractor. Upon termination, Contractor shall give the City all original documents, including preliminary drafts and supporting documents, prepared by Contractor for this Agreement. The City shall pay Contractor for all services satisfactorily performed in accordance with this Agreement, up to the date notice is given.

7. Dispute Resolution. If any dispute arises between the City and Contractor that cannot be settled after engaging in good faith negotiations, City and Contractor agree to resolve the dispute in accordance with the following:

7.1 Each Party shall designate a senior management or executive level representative to negotiate the dispute;

7.2 The representatives shall attempt, through good faith negotiations, to resolve the dispute by any means within their authority.

7.3 If the issue remains unresolved after fifteen (15) days of good faith negotiations, the Parties shall attempt to resolve the disagreement by negotiations between legal counsel. If the aforementioned process fails, the Parties shall resolve any remaining disputes through mediation to expedite the resolution of the dispute.

7.4 The mediation process shall provide for the selection within fifteen (15) days by both Parties of a disinterested third person as mediator, shall be commenced within thirty (30) days and shall be concluded within fifteen (15) days from the commencement of the mediation.

7.5 The Parties shall equally bear the costs of any third party in any alternative dispute resolution process.

7.6 The dispute resolution process is a material condition to this Agreement and must be exhausted prior to either Party initiating legal action. This dispute resolution process is not intended to nor shall be construed to change the time periods for filing a claim or action specified by Government Code §§ 900 et seq.
8 Labor Code Compliance . Contractor is aware of the requirements of Chapter 1 of Part 7 of Division 2 of the California Labor Code and applicable regulations which require the payment of prevailing wage rates (§1771, §1774, and §1775); employment of apprentices (§1777.5), certified payroll records (§1776), hours of labor (§1813 and §1815), debarment of contractors and subcontractors (§1777.1) and the performance of other requirements on “public works” and “maintenance” projects. The services being performed under this Agreement are part of a “public works” or “maintenance” project, as defined in the Prevailing Wage Laws, Contractor agrees to fully comply with such Prevailing Wage Laws.

8.1 Rates. These prevailing wage rates are on file with the City and are available online at http://www.dir.ca.gov/DLSR. Each Contractor and Subcontractor must pay no less than the specified rates to all workers employed to perform the services described herein. The schedule of per diem wages Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 City of Tracy – General Services Agreement with Telstar Instruments, Inc.

is based upon a working day of eight hours. The rate for holiday and overtime work must be at least time and one-half. Contractor assumes all responsibility for such payments and shall defend, indemnify and hold the City harmless from any and all claims made by the State of California, the Department of Industrial Relations, any subcontractor, any worker, or any other third party.

8.2 Registration with DIR. Contractor warrants that it is registered with the Department of Industrial Relations and qualified to perform the services consistent with Labor Code section 1725.5.

8.3 Monitoring. This Agreement will be subject to compliance monitoring and enforcement by the DIR, under Labor Code section 1771.4.

9. Ownership of Work. All original documents prepared by Contractor for this Agreement, whether complete or in progress, are the property of the City, and shall be given to the City at the completion of Contractor’s services, or upon demand from the City. No such documents shall be revealed or made available by Contractor to any third party without the City’s prior written consent.

10. Independent Contractor Status . Contractor is an independent contractor and is solely responsible for the acts of its employees or agents, including any negligent acts or omissions. Contractor is not City’s employee and Contractor shall have no authority, express or implied, to act on behalf of the City as an agent, or to bind the City to any obligation, unless the City provides prior written authorization.

Contractor is free to work for other entities while under contract with the City. Contractor, and its agents or employees, are not entitled to City benefits.

11. Conflicts of Interest. Contractor (including its employees, agents, and subcontractors) shall not maintain or acquire any direct or indirect interest that conflicts with the performance of this Agreement.

If Contractor maintains or acquires such a conflicting interest, the City may terminate any contract (including this Agreement) involving Contractor’s conflicting interest.

12. Rebates, Kickbacks, or Other Unlawful Consideration. Contractor warrants that this Agreement was not obtained or secured through rebates, kickbacks, or other unlawful consideration either promised or paid to any City official or employee. For breach of this warranty, City shall have the right, in its sole discretion, to terminate this Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full a mount of such rebate, kickback, or other unlawful consideration.

Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 City of Tracy – General Services Agreement with Telstar Instruments, Inc.

13. Notices. All notices, demands, or other communications which this Agreement contemplates or authorizes shall be in writing and shall be personally delivered or mailed to the other party to the addresses listed below. Communications shall be deemed to have been given and received on the first to occur of: (1) actual receipt at the address designated below, or (2) three working days after the deposit in the United States Mail of registered or certified mail, sent to the address designated below.

To City: To Contractor:

City of Tracy Telstar Instruments, Inc.

Attn: Assistant Director of Utilities Attn: Mickie Gardiner 3900 Holly Drive 4017 Vista Park Court
Tracy, CA 95034 Sacramento, CA 95834

With a copy to:

City Attorney
333 Civic Center Plaza
Tracy, CA 95376

14. Miscellaneous.

14.1 Standard of Care. Unless otherwise specified in this Agreement, the standard of care applicable to Contractor’s services will be the degree of skill and diligence ordinarily used by reputable professionals performing in the same or similar time and locality, and under the same or similar circumstances.

14.2 Amendments. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by both Parties.

14.3 Waivers. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subseque nt breach of the same or any other provision of this Agreement.

14.4 Assignment and Delegation. Contractor may not assign, transfer or delegate this Agreement or any portion of it without the City’s written consent. Any attempt to do so will be void. City’s consent to one assignment shall not be deemed to be a consent to any subsequent assignment.

14.5 Jurisdiction and Venue. The interpretation, validity, and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court o f competent jurisdiction in the County of San Joaquin.

14.6 Compliance with the Law. Contractor shall comply with all applicable local, state, and federal laws, whether or not those laws are expressly stated in this Agreement.

14.6.1 Hazardous Materials. Contractor is responsible for all costs of clean up and/or removal of hazardous and toxic substances spilled as a result of performing their services.

14.6.2 Non-discrimination. Contractor represents and warrants that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Contractor shall also comply with all applicable anti -discrimination federal and state laws, in cluding but not limited to, the California Fair Employment and Housing Act (Gov. Code 12990 (a-f) et seq.).

14.7 Business Entity Status. Contractor is responsible for filing all required documents and/or forms with the California Secretary of State and meeting all requirements of the Franchise Tax Board, to the extent such requirements apply to Contractor. By entering into this Agreement, Contractor represents that it is not a suspended corporation. If Contractor is a suspended corporation at the time it enters this Agreement, City may take steps to have this Agreement declared voidable.

Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 City of Tracy – General Services Agreement with Telstar Instruments, Inc.

14.8 Business License. Before the City signs this Agreement, Contractor shall obtain a City of Tracy Business License. Contractor shall maintain an active City of Tracy Business License during the term of this Agreement.

14.9 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.

14.10 Construction of Agreement. Each P arty hereto has had an equivalent opportunity to participate in the drafting of this Agreement and/or to consult with legal counsel. Therefore, the usual construction of an agreement against the drafting Party shall not apply hereto.

14.11. Severability. If a term of this Agreement is held invalid by a court of competent jurisdiction, the Agreement shall be construed as not containing that term, and the r emainder of this Agreement shall remain in effect.

14.12 Controlling Provisions. In the case of any conflict between the terms of this Agreement and the Exhibits hereto, and Contractor’s proposal (if any), the Agreement shall control. In the case of any conflict between the Exhibits hereto and the Contractor’s proposal (if any), the Exhibits shall control.

14.13 Entire Agreement. This Agreement and the attached Exhibits comprise the entire integrated understanding between the Parties concerning the services to be performed. This Agreement supersedes all prior negotiations, representations or agreements. All exhibits attached hereto are incorporated by reference herein.

15. Signatures. The individuals executing this Agreement on behalf of Contractor represent and warrant that they have the right, power, legal capacity and authority to enter into and to execute this Agreement on behalf of Contractor.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 City of Tracy – General Services Agreement with Telstar Instruments, Inc.

The Parties agree to the full performance of the terms set forth here.

City of Tracy
_____________________________
By: Dan Arriola
Title: Mayor
Date: _______________________
Attest:
________________________________
Necy Lopez, Interim City Clerk
Approved as to form:
________________________________
Andrew Shen, Interim City Attorney
Telstar Instruments, Inc.
________________________________
By: Kyle Johnsen
Title: Vice President/Officer
Date: _______________________
Federal Employer Tax ID No. ___________
_______________________________
By: Ben Herston
Title: Treasurer/Officer
Date: _______________________
Exhibits:

A Scope of Work, including personnel and time of performance (See Agreement sections 1 and 2.)
B Compensation (See Agreement section 3.)
Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 3/5/2025 | 4:26 PM PST
3/5/2025 | 4:20 PM PST
94-2785168
City of Tracy – General Services Agreement with Telstar Instruments, Inc.

EXHIBIT A - Scope of Work
Tasks to be Performed:

1. Project Management and Engineering
a. Conduct onsite visits for RTU40 panel design, I/O verification, and process control confirmation for the Final Effluent Pump Station design. b. Perform onsite assessment for electrical design, RTU backplane, and field I/O rewiring. c. Prepare PLC replacement panel drawing and submit for approval. d. Furnish one (1) newly designed RTU40 control panel (backplane). e. Perform PLC backplane factory acceptance test.

2. Replacement of Existing PLC:
a. Remove the existing Tesco L2000 PLC, currently known as RTU40. b. Replace the existing Tesco L2000 RTU40 backplane with a Schneider Electric M340 CPU and I/O cards.
c. Install and wire a new M340 backplane into the existing cabinet. d. Wire the new PLC and related equipment and I/O cards in the existing cabinet.

3. PLC Programming:
a. Program PLC40 to mimic all functions of RTU40, including controls for the four effluent pumps and the 3W pump.
b. Add a new automatic diversion function to redirect plant flow to Pond 5 when high-high pH, high-high chlorine, or high-high turbidity alarms are activated. This function will include a disabled feature.
c. Perform PLC control strategy factory acceptance Test.

4. SCADA Integration:
a. Integrate PLC40 into the plant existing Wonderware SCADA system. b. Update existing SCADA screens to work with the new PLC. c. Develop and add new graphics for all the new electronic equipment associated with this project.
d. Ensure compatibility with the existing Hach WIMS report generator to maintain NPDES reporting functionality.

5. Plant Outage Management:
a. Develop a plan and schedule for any expected disruptions to plant operations. b. Ensure that outages do not exceed 12 hours per occurrence, with Final Effluent Pumps available for manual operation 24/7.
c. Coordinate with the City to schedule shutdowns, ensuring no single shutdown exceeds 8 hours. Multiple shutdowns may be arranged if necessary.

6. Startup Functional Testing and Training:
a. Conduct startup and functional control testing for the existing RTU40 final effluent control functionality.
b. Provide RTU-SCADA programming backups and as-built final effluent pump control strategy.
c. Provide 4 hours of PLC- SCADA operation training as required.

7. As-Built Documentation:

Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 City of Tracy – General Services Agreement with Telstar Instruments, Inc.

a. Provide the City with as-built drawings for all work performed, including BOM and I/O drawings for the RTU40 panel.
b. Supply a comprehensive list of passwords and IP addresses for the installed equipment.

8. Warranty and Maintenance:
a. Provide a warranty for all parts and labor for five (5) years. b. Perform annual routine maintenance of the PLC, verification, and testing of all installed equipment during the annual visit.

9. Site Cleanup:
a. Clean up the job site upon completion of work.
b. Either retain old parts and garbage or present them to the city for disposal.

Project Deliverables:

1. Project schedule and biweekly project updates.

2. New M340 RTU with I/O card, built on a new backplane, and installed in the field.

3. RTU40 panel drawings (BOM) and new I/O drawings.

4. RTU-SCADA programming backups and as-built final effluent pump control strategy.

Project Deadlines:

1. All specified work will be completed by September 30, 2025.

2. The City may grant time extensions for parts backordered for more than thirty (30) days, provided the Contractor submit a written request within two (2) business days of discovering the issue.

Project Coordination:

1. Coordinate with and yield priority to other construction activities underway during this project Personnel performing work:

1. Project Manager: Suresh Patil

2. Electrical: James Akers

3. Lead Programmer: Brett Stickler

4. Field Engineer/Technician: Jared Jolley

5. Panel Buidling: Telstar Panel Shop

6. SCADA Integration Specialist: Suresh Patril and Brett Stickler Classification Hours Assigned Personnel Percentage
Supervision (Project Manager) 32 Suresh Patil 7
Engineering Sr & Draftsman 88 Jared Jolley 18
Electrical & Apprentice 40 James Akers 8
PLC Programming 160 Brett Stickler 33
SCADA Programming 96 Brett Stickler & Suresh Patil 20
Panel Building 72 Telstar UL 508 Panel Shop 15
Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 City of Tracy – General Services Agreement with Telstar Instruments, Inc.

EXHIBIT B - Compensation
Contractor’s total compensation under this Agreement shall not exceed $157,401 (One Hundred Fifty- Seven Four Hundred One Dollars). Contractor’s billing rates shall cover all costs and expenses for Contractor’s performance of this Agreement. No work shall be performed by Contractor in excess of the total compensation amount provided in this section without the City’s prior written approval.

Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3

APPROVED AS TO FORM AND LEGALITY
________________________
CITY A
TTORNEY’S OFFICE

TRACY CITY

COUNCIL
RESOL
UTION NO. _______________

APPROVING THE EXECUTION OF A GENERAL SERVICES AGREEMENT WITH TELSTAR INSTRUMENTS, INC., A CALIFORNIA CORPORATION, TO

REPLACE AND PROGRAM THE PROGRAMMABLE LOGIC CONTROLLER
(PLC) FOR THE FINAL EFFLUENT PUMP STATION AT THE CITY OF

TRACY WASTEWATER TREATMENT PLANT IN A NOT-TO-EXCEED
AMOUNT OF $157,401 AND A TERM ENDING ON DECEMBER 31, 2025.

WHEREAS, City of Tracy (City) treats 10.5 MGD of residential and industrial wastewater at its Wastewater Treatment Plant, located at 3900 Holly Drive, Tracy, CA 95034; and WHEREAS, all effl uent pum ps ar e operated and controlled by autom atic c ontrollers featuring Programmable Logic Controllers (PLCs); and
WHE
REAS, the final effluent pump station conveys fully treated wastewater (final effluent) through the outfall pipeline to the Old River; and
WHEREAS, the current PLC model is aging and obsolete and is creating multiple reliability issues; and
WHEREAS, this necessary service will enable the replacement and programming of a new PLC model to ensure reliable reading, which also increases the effectiveness and efficiency of the treated
wastewater delivery to its final discharge destination and in compliance with its discharge permit from the State; and WHEREAS, on December 6, 2024, staff followed established procedures, in accordance with Tracy Municipal Code, Section 2.20.180, and issued a Notice Inviting Bids for this service; and
WHEREAS, prior to the deadline, the City received two (2) bids, one of which was from Telstar Instrument
s, Inc. (Contractor); and
WHEREAS, Contractor was the only responsive and qualified bidder and has the expertise and experience required to provide the necessary and desired services , as the other bidder’s bid was not responsive because it did not include all of the tasks in the scope of work in the Notice Inviting Bids; and
WHEREAS, staff is requesting that the City Council authorize the execution of the General Agreement with the Contractor, in the form attached as Exhibit 1, for the total amount not- to-exceed amount of $157,401 and a term commencing upon the execution of this Agreement and terminating on December 31, 2025; and
WHEREAS, the cost of services provided by Contractor will be accounted for in the adopted FY24/25 annual operations and maintenance budget of the Wastewater Fund (521); and Resolution 2025-

WHEREAS,
the proposed contract is for replacing and programming the Programmable Logic Controller (PLC) for the Final Effluent Pump Station and approval of it will not result in a physical change in the environment; therefore, this action is not considered as a project as defined by Section 21065 of the Public Resources Code; and
NOW, THEREFORE, be it resolved as follows:

RESOLVED: That the above recitals are true and correct; and be it FURTHER RESOLVED: That the City Council of the City of Tracy, hereby approves the General Services Agreement with
Telstar Instruments, Inc., a California corporation, attached as Exhibit 1, to replace and program the Programmable Logic Controller (PLC) for the Final Effluent Pump Station at the City of Tracy Wastewater Treatment Plant in a not-t o-exceed amount of $157,401 and a term ending on December 31, 2025; and be it
FURTHER RESOLVED: That the City Council finds that the actions taken herein are not considered as a Project as defined by Section 21065 of the Public Resource Code and are exempt from CEQA (California Environmental Quality Act) review and are also exempt from CEQA review under CEQA Guidelines Section 15301 as repairs to an existing facility. * * * * * * * * * * * * * *
The foregoing Resolution 2025-_____ was adopted by the Tracy City Council on the 1st day of April, 2025, by the following vote:

AYES: COUNCI
L MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTENTION: COUNCIL MEMBERS:
___________________________________________

DAN ARRIOL
A
Mayor of the City of Tracy, California
ATTEST:

NECY LOPEZ
Acting City Clerk and Clerk of the Council of the
City of Tracy, California
Exhibit 1: GSA with Telstar Instruments, Inc.

City of Tracy – General Services Agreement with Telstar Instruments, Inc.

CITY OF TRACY

GENERAL SERVICES AGREEMENT
This General Services Agreement ( Agreement) is entered into between the City of Tracy, a municipal corporation (City), and TelStar Instruments, Inc. a California corporation (Contractor). City and Contractor are referred to individually as “Party” and collectively as “Parties.” Recitals
A. City desires to retain Contractor to perform services to replace and program the Programmable Logic Controller (PLC) for the Final Effluent Pump Station at the Wastewater Treatment Plant; and B. On December 5, 2024 , the City issue d a Notice Inviting Bids (NIB) for the Final Effluent Programmable Logic Controller (PLC) Replacement and Programming Services (Project).

C. On January 6, 2025, two (2) bid proposals were submitted , however, only one bid was deemed responsive and responsible. City has determined that Contractor possesses the skills, experience and certification required to provide the services pursuant to Tracy Municipal Code (TMC) 2.20.180.

D. After negotiations between the City and Contractor, the Parties have reached an agreement for the performance of services in accordance with the terms set forth in this Agreement.

E. This Agreement is being executed pursuant to Resolution No. 2025-____ approved by Tracy City Council on ____________, 2025.

Now therefore, the Parties mutually agree as follows:

1. Scope of Work. Contractor shall perform the services described in Exhibit “A” attached and incorporated by reference. The services shall be performed by, or under the direct supervision of, Contractor’s Authorized Representative: Mickie Gardiner. Contractor shall not replace its Authorized Representative, nor shall Contractor replace any of the personnel listed in Exhibit “A,” nor shall Contractor use or replace any subcontractors or sub consultants, without City’s prior written consent. A failure to obtain the City’s prior written consent for any change or replacement in personnel or subcontractor may result in the termination of this Agreement.

2. Time of Performance. Time is of the essence in the performance of services under this Agreement and the timing requirements set forth shall be strictly adhered to unless otherwise modified in writing in accordance with this Agreement. Contractor shall begin performance, and shall complete all required services no later than the dates set forth in Exhibit “A.” Any services for which times for performance are not specified in this Agreement shall be started and completed by Contractor in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the Contractor. Contractor shall submit all requests for time extensions to the City in writing no later than ten days after the start of the condition which purportedly caused the delay, and not later than the date on which performance is due. City shall grant or deny such requests at its sole discretion.

2.1 Term. The term of this Agreement shall commence on the date this agreement is executed and terminate on December 31, 2025, or once the City confirms that all services were performed to the City’s satisfaction, unless terminated in accordance with Section 6.

3. Compensation. City shall pay Contractor on a time and expense basis, at the billing rates set forth in Exhibit “B,” attached and incorporated by reference for services performed under this Agreement.

Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 Exhibit 1
City of Tracy – General Services Agreement with Telstar Instruments, Inc.

3.1 Not to Exceed Amount. Contractor’s total compensation under this Agreement shall not exceed $157,401 (One Hundred Fifty-Seven Four Hundred One Dollars). Contractor’s billing rates shall cover all costs and expenses for Contractor’s performance of this Agreement. No work shall be performed by Contractor in excess of the total compensation amount provided in this section without the City’s prior written approval.

3.2 Invoices. Contractor shall submit monthly invoices to the City that describe the services performed, including times, dates, and names of persons performing the services.

3.2.1. Contractor’s failure to submit invoices in accordance with these requirements may result in the City rejecting said invoices and thereby delaying payment to Contractor.

3.3 Payment. Within 30 days after the City’s receipt of invoice, City shall make payment to the Contractor based upon the services described on the invoice and approved by the City.

4. Indemnification. Contractor shall, to the fullest extent permitted by law, indemnify, defend (with independent counsel approved by the City), and hold harmless the City from and against any claims arising out of Contractor’s performance or failure to comply with obligations under this Agreement, except to the extent caused by the sole, active negligence or willful misconduct of the City.

In this section, “City” means the City, its officials, officers, agents, employees and volunteers; “Contractor” means the Contractor, its employees, agents and subcontractors; “Claims” includes claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all related costs and expenses) and any allegations of these; and “Arising out of” includes “pertaining to” and “relating to”.

The provisions of this section survive completion of the services or the termination of this Agreement and are not limited by the provisions of Section 5 relating to insurance.

5. Insurance. Contractor shall, throughout the duration of this Agreement, maintain insurance to cover Contractor, its agents, representatives, and employees in connection with the performance of services under this Agreement at the minimum levels set forth herein.

5.1 Commercial General Liability (with coverage at least as broad as ISO form CG 00 01 01 96) “per occurrence” coverage shall be maintained in an amount not less than $ 4,000,000 general aggregate and $2,000,000 per occurrence for general liability, bodily injury, personal injury, and property damage.

5.2 Automobile Liability (with coverage at least as broad as ISO form CA 00 01 07 97, for “any auto”) “claims made” coverage shall be maintained in an amount not less than $1 ,000,000 per accident for bodily injury and property damage.

5.3 Workers’ Compensation coverage shall be maintained as required by the State of California.

5.4 Professional Liability “claims made” coverage shall be maintained to cover damages that may be t he result of errors, omissions, or negligent acts of Contractor in an amount not less than $1,000,000 per claim.

5.5 Endorsements. Contractor shall obtain endorsements to the automobile and commercial general liability insurance policies with the following provisions:

5.5.1 The City (including its elected officials, officers, employees, agents, and volunteers) shall be named as an additional “insured.”

5.5.2 For any claims related to this Agreement, Contractor’s coverage shall be primary insurance with respect to the City. Any insurance maintained by the City shall be excess of the Contractor’s insurance and shall not contribute with it.

5.6 Notice of Cancellation. Contractor shall notify the City if the policy is canceled before the expiration date. For the purpose of this notice requirement, any material change in the policy prior to the expiration shall be considered a cancellation. Contractor shall immediately obtain a replacement policy.

Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 City of Tracy – General Services Agreement with Telstar Instruments, Inc.

5.7 Authorized Insurers. All insurance companies providing coverage to Contractor shall be insurance organizations authorized by the Insurance Commissioner of the State of California to transact the business of insurance in the State of California.

5.8 Insurance Certificate. Contractor shall provide evidence of compliance with the insurance requirements listed above by providing a certificate of insurance and endorsements, in a form satisfactory to the City, before the City signs this Agreement.

5.9 Substitute Certificates. Contractor shall provide a substitute certificate of insurance no later than 30 days prior to the policy expiration date of any insurance policy required by this Agreement.

5.10 Contractor’s Obligation. Maintenance of insurance by the Contractor as specified in this Agreement shall in no way be interpreted as relieving the Contractor of any responsibility whatsoever (including indemnity obligations under this Agreement), and the Contractor may carry, at its own expense, such additional insurance as it deems necessary. Failure to provide or maintain any insurance policies or endorsements required herein may result in the City terminating this Agreement.

6. Termination. The City may terminate this Agreement by giving ten days ’ written notice to Contractor. Upon termination, Contractor shall give the City all original documents, including preliminary drafts and supporting documents, prepared by Contractor for this Agreement. The City shall pay Contractor for all services satisfactorily performed in accordance with this Agreement, up to the date notice is given.

7. Dispute Resolution. If any dispute arises between the City and Contractor that cannot be settled after engaging in good faith negotiations, City and Contractor agree to resolve the dispute in accordance with the following:

7.1 Each Party shall designate a senior management or executive level representative to negotiate the dispute;

7.2 The representatives shall attempt, through good faith negotiations, to resolve the dispute by any means within their authority.

7.3 If the issue remains unresolved after fifteen (15) days of good faith negotiations, the Parties shall attempt to resolve the disagreement by negotiations between legal counsel. If the aforementioned process fails, the Parties shall resolve any remaining disputes through mediation to expedite the resolution of the dispute.

7.4 The mediation process shall provide for the selection within fifteen (15) days by both Parties of a disinterested third person as mediator, shall be commenced within thirty (30) days and shall be concluded within fifteen (15) days from the commencement of the mediation.

7.5 The Parties shall equally bear the costs of any third party in any alternative dispute resolution process.

7.6 The dispute resolution process is a material condition to this Agreement and must be exhausted prior to either Party initiating legal action. This dispute resolution process is not intended to nor shall be construed to change the time periods for filing a claim or action specified by Government Code §§ 900 et seq.

8 Labor Code Compliance . Contractor is aware of the requirements of Chapter 1 of Part 7 of Division 2 of the California Labor Code and applicable regulations which require the payment of prevailing wage rates (§1771, §1774, and §1775); employment of apprentices (§1777.5), certified payroll records (§1776), hours of labor (§1813 and §1815), debarment of contractors and subcontractors (§1777.1) and the performance of other requirements on “public works” and “maintenance” projects. The services being performed under this Agreement are part of a “public works” or “maintenance” project, as defined in the Prevailing Wage Laws, Contractor agrees to fully comply with such Prevailing Wage Laws.

8.1 Rates. These prevailing wage rates are on file with the City and are available online at http://www.dir.ca.gov/DLSR. Each Contractor and Subcontractor must pay no less than the specified rates to all workers employed to perform the services described herein. The schedule of per diem wages Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 City of Tracy – General Services Agreement with Telstar Instruments, Inc.

is based upon a working day of eight hours. The rate for holiday and overtime work must be at least time and one-half. Contractor assumes all responsibility for such payments and shall defend, indemnify and hold the City harmless from any and all claims made by the State of California, the Department of Industrial Relations, any subcontractor, any worker, or any other third party.

8.2 Registration with DIR. Contractor warrants that it is registered with the Department of Industrial Relations and qualified to perform the services consistent with Labor Code section 1725.5.

8.3 Monitoring. This Agreement will be subject to compliance monitoring and enforcement by the DIR, under Labor Code section 1771.4.

9. Ownership of Work. All original documents prepared by Contractor for this Agreement, whether complete or in progress, are the property of the City, and shall be given to the City at the completion of Contractor’s services, or upon demand from the City. No such documents shall be revealed or made available by Contractor to any third party without the City’s prior written consent.

10. Independent Contractor Status . Contractor is an independent contractor and is solely responsible for the acts of its employees or agents, including any negligent acts or omissions. Contractor is not City’s employee and Contractor shall have no authority, express or implied, to act on behalf of the City as an agent, or to bind the City to any obligation, unless the City provides prior written authorization.

Contractor is free to work for other entities while under contract with the City. Contractor, and its agents or employees, are not entitled to City benefits.

11. Conflicts of Interest. Contractor (including its employees, agents, and subcontractors) shall not maintain or acquire any direct or indirect interest that conflicts with the performance of this Agreement.

If Contractor maintains or acquires such a conflicting interest, the City may terminate any contract (including this Agreement) involving Contractor’s conflicting interest.

12. Rebates, Kickbacks, or Other Unlawful Consideration. Contractor warrants that this Agreement was not obtained or secured through rebates, kickbacks, or other unlawful consideration either promised or paid to any City official or employee. For breach of this warranty, City shall have the right, in its sole discretion, to terminate this Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full a mount of such rebate, kickback, or other unlawful consideration.

Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 City of Tracy – General Services Agreement with Telstar Instruments, Inc.

13. Notices. All notices, demands, or other communications which this Agreement contemplates or authorizes shall be in writing and shall be personally delivered or mailed to the other party to the addresses listed below. Communications shall be deemed to have been given and received on the first to occur of: (1) actual receipt at the address designated below, or (2) three working days after the deposit in the United States Mail of registered or certified mail, sent to the address designated below.

To City: To Contractor:

City of Tracy Telstar Instruments, Inc.

Attn: Assistant Director of Utilities Attn: Mickie Gardiner 3900 Holly Drive 4017 Vista Park Court
Tracy, CA 95034 Sacramento, CA 95834

With a copy to:

City Attorney
333 Civic Center Plaza
Tracy, CA 95376

14. Miscellaneous.

14.1 Standard of Care. Unless otherwise specified in this Agreement, the standard of care applicable to Contractor’s services will be the degree of skill and diligence ordinarily used by reputable professionals performing in the same or similar time and locality, and under the same or similar circumstances.

14.2 Amendments. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by both Parties.

14.3 Waivers. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subseque nt breach of the same or any other provision of this Agreement.

14.4 Assignment and Delegation. Contractor may not assign, transfer or delegate this Agreement or any portion of it without the City’s written consent. Any attempt to do so will be void. City’s consent to one assignment shall not be deemed to be a consent to any subsequent assignment.

14.5 Jurisdiction and Venue. The interpretation, validity, and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court o f competent jurisdiction in the County of San Joaquin.

14.6 Compliance with the Law. Contractor shall comply with all applicable local, state, and federal laws, whether or not those laws are expressly stated in this Agreement.

14.6.1 Hazardous Materials. Contractor is responsible for all costs of clean up and/or removal of hazardous and toxic substances spilled as a result of performing their services.

14.6.2 Non-discrimination. Contractor represents and warrants that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Contractor shall also comply with all applicable anti -discrimination federal and state laws, in cluding but not limited to, the California Fair Employment and Housing Act (Gov. Code 12990 (a-f) et seq.).

14.7 Business Entity Status. Contractor is responsible for filing all required documents and/or forms with the California Secretary of State and meeting all requirements of the Franchise Tax Board, to the extent such requirements apply to Contractor. By entering into this Agreement, Contractor represents that it is not a suspended corporation. If Contractor is a suspended corporation at the time it enters this Agreement, City may take steps to have this Agreement declared voidable.

Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 City of Tracy – General Services Agreement with Telstar Instruments, Inc.

14.8 Business License. Before the City signs this Agreement, Contractor shall obtain a City of Tracy Business License. Contractor shall maintain an active City of Tracy Business License during the term of this Agreement.

14.9 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.

14.10 Construction of Agreement. Each P arty hereto has had an equivalent opportunity to participate in the drafting of this Agreement and/or to consult with legal counsel. Therefore, the usual construction of an agreement against the drafting Party shall not apply hereto.

14.11. Severability. If a term of this Agreement is held invalid by a court of competent jurisdiction, the Agreement shall be construed as not containing that term, and the r emainder of this Agreement shall remain in effect.

14.12 Controlling Provisions. In the case of any conflict between the terms of this Agreement and the Exhibits hereto, and Contractor’s proposal (if any), the Agreement shall control. In the case of any conflict between the Exhibits hereto and the Contractor’s proposal (if any), the Exhibits shall control.

14.13 Entire Agreement. This Agreement and the attached Exhibits comprise the entire integrated understanding between the Parties concerning the services to be performed. This Agreement supersedes all prior negotiations, representations or agreements. All exhibits attached hereto are incorporated by reference herein.

15. Signatures. The individuals executing this Agreement on behalf of Contractor represent and warrant that they have the right, power, legal capacity and authority to enter into and to execute this Agreement on behalf of Contractor.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 City of Tracy – General Services Agreement with Telstar Instruments, Inc.

The Parties agree to the full performance of the terms set forth here.

City of Tracy

_____________________________
By: Dan Arriola
Title: Mayor

Date: _______________________

Attest:

________________________________
Necy Lopez, Interim City Clerk

Approved as to form:

________________________________
Andrew Shen, Interim City Attorney
Telstar Instruments, Inc.

________________________________
By: Kyle Johnsen
Title: Vice President/Officer

Date: _______________________

Federal Employer Tax ID No. ___________

_______________________________
By: Ben Herston
Title: Treasurer/Officer

Date: _______________________

Exhibits:

A Scope of Work, including personnel and time of performance (See Agreement sections 1 and 2.)
B Compensation (See Agreement section 3.)

Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 3/5/2025 | 4:26 PM PST
3/5/2025 | 4:20 PM PST
94-2785168
City of Tracy – General Services Agreement with Telstar Instruments, Inc.

EXHIBIT A - Scope of Work

Tasks to be Performed:

1. Project Management and Engineering
a. Conduct onsite visits for RTU40 panel design, I/O verification, and process control confirmation for the Final Effluent Pump Station design. b. Perform onsite assessment for electrical design, RTU backplane, and field I/O rewiring. c. Prepare PLC replacement panel drawing and submit for approval. d. Furnish one (1) newly designed RTU40 control panel (backplane). e. Perform PLC backplane factory acceptance test.

2. Replacement of Existing PLC:
a. Remove the existing Tesco L2000 PLC, currently known as RTU40. b. Replace the existing Tesco L2000 RTU40 backplane with a Schneider Electric M340 CPU and I/O cards.
c. Install and wire a new M340 backplane into the existing cabinet. d. Wire the new PLC and related equipment and I/O cards in the existing cabinet.

3. PLC Programming:
a. Program PLC40 to mimic all functions of RTU40, including controls for the four effluent pumps and the 3W pump.
b. Add a new automatic diversion function to redirect plant flow to Pond 5 when high-high pH, high-high chlorine, or high-high turbidity alarms are activated. This function will include a disabled feature.
c. Perform PLC control strategy factory acceptance Test.

4. SCADA Integration:
a. Integrate PLC40 into the plant existing Wonderware SCADA system. b. Update existing SCADA screens to work with the new PLC. c. Develop and add new graphics for all the new electronic equipment associated with this project.
d. Ensure compatibility with the existing Hach WIMS report generator to maintain NPDES reporting functionality.

5. Plant Outage Management:
a. Develop a plan and schedule for any expected disruptions to plant operations. b. Ensure that outages do not exceed 12 hours per occurrence, with Final Effluent Pumps available for manual operation 24/7.
c. Coordinate with the City to schedule shutdowns, ensuring no single shutdown exceeds 8 hours. Multiple shutdowns may be arranged if necessary.

6. Startup Functional Testing and Training:
a. Conduct startup and functional control testing for the existing RTU40 final effluent control functionality.
b. Provide RTU-SCADA programming backups and as-built final effluent pump control strategy.
c. Provide 4 hours of PLC- SCADA operation training as required.

7. As-Built Documentation:

Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 City of Tracy – General Services Agreement with Telstar Instruments, Inc.

a. Provide the City with as-built drawings for all work performed, including BOM and I/O drawings for the RTU40 panel.
b. Supply a comprehensive list of passwords and IP addresses for the installed equipment.

8. Warranty and Maintenance:
a. Provide a warranty for all parts and labor for five (5) years. b. Perform annual routine maintenance of the PLC, verification, and testing of all installed equipment during the annual visit.

9. Site Cleanup:
a. Clean up the job site upon completion of work.
b. Either retain old parts and garbage or present them to the city for disposal.

Project Deliverables:

1. Project schedule and biweekly project updates.

2. New M340 RTU with I/O card, built on a new backplane, and installed in the field.

3. RTU40 panel drawings (BOM) and new I/O drawings.

4. RTU-SCADA programming backups and as-built final effluent pump control strategy.

Project Deadlines:

1. All specified work will be completed by September 30, 2025.

2. The City may grant time extensions for parts backordered for more than thirty (30) days, provided the Contractor submit a written request within two (2) business days of discovering the issue.

Project Coordination:

1. Coordinate with and yield priority to other construction activities underway during this project Personnel performing work:

1. Project Manager: Suresh Patil

2. Electrical: James Akers

3. Lead Programmer: Brett Stickler

4. Field Engineer/Technician: Jared Jolley

5. Panel Buidling: Telstar Panel Shop

6. SCADA Integration Specialist: Suresh Patril and Brett Stickler Classification Hours Assigned Personnel Percentage
Supervision (Project Manager) 32 Suresh Patil 7
Engineering Sr & Draftsman 88 Jared Jolley 18
Electrical & Apprentice 40 James Akers 8
PLC Programming 160 Brett Stickler 33
SCADA Programming 96 Brett Stickler & Suresh Patil 20
Panel Building 72 Telstar UL 508 Panel Shop 15
Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 City of Tracy – General Services Agreement with Telstar Instruments, Inc.

EXHIBIT B - Compensation
Contractor’s total compensation under this Agreement shall not exceed $157,401 (One Hundred Fifty- Seven Four Hundred One Dollars). Contractor’s billing rates shall cover all costs and expenses for Contractor’s performance of this Agreement. No work shall be performed by Contractor in excess of the total compensation amount provided in this section without the City’s prior written approval.

Docusign Envelope ID: 2715BCBE-0509-47EC-9BF2-2935893786A3 Apri l 1, 2025
Agenda Item 1.C

RECOMME

NDATION
Staff recom
mend that City Council adopt a resolution approving the execution of a General Services Agreement with Valentine Corporation for the replacement of the Sedimentation Basin Sludge Removal Rakes at the John Jones Water Treatment Plant with a term ending on December 31, 2025, and a total not-to-exceed amount of $242,369.

EXECUT

IVE SUMMARY
This agenda
item seeks adoption of a resolution by the City Council approving the execution of a General Services Agreement (GSA) with Valentine Corporation (Contractor) for replacement of the sludge removal rakes at the John Jones Water Treatment Plant (JJWTP).

The recommended GSA is for a term ending on December 31, 2025, with a total not-to- exceed amount of $242,369 from the FY24/25 Operations and Maintenance Budget (Fund 511). This item is necessary as the existing sludge rakes are over 17 years old and have far exceeded their useful life. This GSA will remove the existing sludge rakes and replace them with new wear material, per specifications, while following all applicable rules and regulations.

BACK

GROUND AND LEGISLATIVE HISTORY
The JJWTP
has the capacity to treat up to thirty (30) million gallons a day (MGD) of water.

During the water treatment process the water flows through two clarifiers, each rated at 15MGD.

In 2007, a new sedimentation basin was added to this clarifying process which included sludge rakes. The clarifying process settles the impurities in the water into sludge at the bottom of the basin. The sludge is then collected, by the sludge rakes, and transported to a sump where it is then pumped out. The rakes have annually been maintained and repaired but are now far beyond their useful life and are no longer effective. Replacement is required.

If the rakes
are not replaced, the sedimentation basin will not operate as designed. Sludge will build up in the basin, reducing the total volume causing the failure of the treatment process and limiting our water treatment capacity. If this occurs, potential penalties could be levied for non- compliance with our drinking water permit.

ANALYSI
S
On Decem
ber 9, 2024, in accordance with Tracy Municipal Code 2.20.180, the City released a Notice of Inviting Bids (NIB) for the replacement of the JJWTP Sludge Rakes. On January 13, 2025, staff received one proposal from Valentine Corporation, with a bid amount of $242,369.

The contractor has good references and has satisfactorily completed similar work for the City.

Their bid price is considered to be reasonable. Staff is recommending award of this project to Valentine Corporation, as a responsive and responsible bidder.

FISCA

L IMPACT
The Water Treatm
ent Plant Sedimentation Basin Sludge Rake Replacement project is a routine Agenda Item 1.C
April 1, 2025

maintenance task. There are sufficient funds available in the Water Plant Operations & Maintenance Budget (Fund 511) to fund this project at the not-to-exceed amount of $242,369.

CEQA DETERMINATION
The project is for the removal and replacement of Sedimentation Basin Sludge Rake at the John Jones Water Treatment Plant and approval of it will not result in the physical change in the environment, therefore this action is not considered as a project defined by Section 21065 of the Public Resources Code. The approval of this contract and completion of this work is also exempt from
CEQA review under CEQA Guidelines Section 15301 as repairs to an existing facility.

STRATEGIC PLAN
Thi
s agenda item is consistent with the City’s Quality of Life Strategy and meets the goals to ensure physical infrastructure and systems are necessary for the health and safety of the Tracy community through improved water quali ty.

ACTION REQUESTED OF THE CITY COUNCIL
Staff recommend that City Council adopt a resolution approving the execution of a General Services Agreement with Valentine Corporation for the replacement of the Sedimentation Basin Sludge Removal Rakes at the John Jones Water Treatment Plant with a term ending on December 31, 2025, and a total not-to-exceed amount of $242,369.

Prepared by: Lea Emmons, Water Operations Superintendent Reviewed by: Stephanie Reyna-Hiestand, Assistant Director of Utilities Gordon MacKay, Interim Public Works
Director Sara Castro, Director of Finance
Andrew Shen, Interim City Attorney
Karin Schnaider, Assistant City Manager
Approved
by: Midori Lichtwardt, City Manager
Attachments
:

A: GSA – Valentine Corporation
Attachment A

APPROVED AS TO FORM AND LEGALITY
________________________
CITY
ATTORNEY’S OFFICE

TRACY CIT

Y COUNCIL
RES
OLUTION NO. _______________

APPROVING THE EXECUTION OF A GENERAL SERVICES AGREEMENT

WITH VALENTINE CORPORATION FOR THE REPLACEMENT OF THE

SEDIMENTATION BASIN SLUDGE REMOVAL RAKES AT THE JOHN JONES WATER TREATMENT PLANT WITH A TERM ENDING ON DECEMBER 31, 2025, AND A TOTAL NOT-TO-EXCEED AMOUNT OF $242,369.

WHERE
AS, the John Jones Water Treatment Plant (JJWTP) has the capacity to treat up to 30 million gallons a day (MGD) of water which flows through two clarifiers, each rated at 15 MGD; and
WHERE
AS, a new sedimentation basin was added to this clarifying process in 2007, which installed the sludge rake as part of that system; and WHERE
AS, the rakes have been annually maintained and repaired and are now far beyond their useful life providing no efficiency; and
WHERE
AS, on December 9, 2024, in accordance with the Tracy Municipal Code

2.20.180, the City released a Notice of Inviting Bids for the replacement of the JJWTP Sludge Rakes; and
WHERE
AS, prior to the deadline, staff received only one proposal from Valentine Corporation (Contractor) with a bid amount of $242,369; and WHERE
AS, staff conducted a formal review of the proposal and found that Contractor has good references, has done similar work for the City previously, and conducted themselves in a satisfactory manner; and
WHERE
AS, staff is requesting that the City Council authorize the execution of the General Services Agreement with Contractor, in the form attached as Exhibit 1, with the term ending on December 31, 2025, and a total not-to-exceed amount of $242,369; and WHERE
AS, the cost of services provided by the Contractor will be accounted for the adopted annual operations and maintenance budget of the Water Fund (511); and WHERE
AS, the proposed contract is for the removal and replacement of Sedimentation Basin Sludge Rake at the John Jones Water Treatment Plant and approval of it will not result in any physical change in the environment, therefore this action is not considered as a project defined by Section 21065 of the Public Resources Code, and further this action is also exempt from CEQA review under CEQA Guidelines Section 15301 as repairs to an existing facility; and NOW,
THEREFORE, be it resolved as follows:

RESO
LVED: That the above recitals are true and correct; and be it,

FURTHE
R RESOLVED: That the City Council of the City of Tracy, hereby approves the General Services Agreement with Valentine Corporation, attached as Exhibit 1, with the term ending on December 31, 2025, and a total not-to-exceed amount of $242,369; and be it FURTHE
R RESOLVED: That the City Council finds the actions taken herein are not considered as a Project as defined by Section 21065 of the Public Resource Code and are exempt from CEQA (California Environment Quality Act) review and are also exempt from CEQA review under CEQA Guidelines Section 15301 as repairs to an existing facility. * * * * *
* * * * * * * * *
The foregoing Resolution 2025-_____ was adopted by the Tracy City Council on the 1st day of April, 2025, by the following vote:

AYES: CO
UNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTENTION: COUNCIL MEMBERS:
___________________________________________
DA

N ARRIOLA
Mayor of the City of Tracy, California
ATTEST:

NECY LOPEZ
Acting City Clerk and Clerk of the Council of the
City of Tracy, California
Resolution 2025-

Exhibit 1: GSA - Valentine Corporation
Exhibit 1

April 1, 2025
Agenda Item 1.D

RECOMMENDATION
Staff recommends that City Council adopt a Resolution:
1) determining that compliance with the Formal Contract Procedure is not in the best interest of the City and dispose such requirements for the replacement of certain underdrains at the John Jones Water Treatment Plant for the Capital Improvement Project (CIP) 75126 pursuant to Tracy Municipal Code Section 2.20.180(b)(4); and 2) authorizing the execution of Amendment No. 1 to the General Services Agreement with Calgon Carbon, a Delaware Corporation for Capital Improvement Project No. 75126 Filter Media Replacement at the John Jones Water Treatment Plant, for a total not-to-exceed amount of $2,651,806 and make it effective retroactively from February 1, 2025.

EXECUTIVE SUMMARY
This agenda item seeks adoption of a resolution by the City Council for two items related to CIP No. 75126 Filter Media Replacement at the John Jones Water Treatment Plant (JJWTP) approved by
Resolution No. 2024-199 on November 19, 2024. The first request is to determine that compliance with the Formal Contract Procedure under Tracy Municipal Code (T.M.C)

2.20.180(b)(4) is not in the best interest of the City due to the necessity to provide reliable and
uninterrupted service to the City’s public water system. The JJWTP is currently not in operation to allow
for maintenance that is typically undertaken in the months of December
to February each year. During this maintenance process significant failures in the underdrains for the large filters have been discovered. The time necessary to conduct the formal
contract procedure for the necessary repairs and come back to Council would postpone the JJWTP from coming back online in time to meet the increased demands on the water
system during the summer months. Calgon Carbon is also already completing other work on the same equipment and proceeding through the standard bidding process risks having two different contractors working on the same pieces of equipment at the same time, which would be detrimental to ensuring the filter system is offline for as short a period as possible and that the equipment functions
as designed in an integrated, seamless manner.

The second reques
t is to authorize the execution of Amendment No. 1 to the General Services
Agreement (GSA) with Calgon Carbon Corporation, to conduct the additional work necessary
to replace three of the six underdrains. The consultant determined that Filters 4 – 6 would need to be replaced before they
could be utilized in this calendar year. If the City is not able to make these repairs, the treatment plant’s capacity would be reduced by 50 percent.

As Calgon Carbon is currently approved to provide the necessary work to replace the filter
media in those filters, staff is requesting that Council approve the additional necessary replacement of the underdrains increasing the approved not-to-exceed (NTE) from $1,206,478 to $2,651,806. Staff is also recommending that Council make this amount retroactive to February 1, 2025.

Agenda Item 1.D
April 1, 2025

BACKGROUND AND LEGISLATIVE HISTORY
Each year, the JJWTP shuts down to conduct routine and necessary maintenance and replacement of parts and equipment. This shut down generally occurs from sometime in late November to early March depending on the City’s water demand. The six filters at the JJWTP are part of the treatment process providing removal of constituents in the water to meet Federal, State and Local drinking water standards. The filters contain granular activated carbon media to conduct this process. The water percolates through this media and is
collected in underdrains at the bottom of the filters. The media must be replaced every three to five years to ensure proper removal and comply with drinking water standards. On Nov
ember 19, 2024, after conducting the formal RFP process, City Council approved Resolution 2024-199 authorizing a General Services Agreement with Calgon Carbon Corporation to perform this filter media replacement under CIP 75126.

Staff identified that filter five (5) appeared to have an issue and asked the contractor to start their investigation and work at that location. In December the contractor removed the old media from filter five (5) and encountered large chunks of grout. This grout is used to hold the underdrains, which sit in channels to keep the sand and filter media out of the finish water, in place. It was subsequently discovered that the underdrain for filter five (5) had failed, and that sand and media were in the channel. The contractor discovered that the two adjacent filters had similar defects, and it was concluded that filters four, five and six ( 4, 5, and 6) could not be operated without replacing the underdrains. Filters one to three (1 – 3) are in better condition and have been put back into operation, but their underdrains will need to be replaced in the next shutdown cycle.

ANALYSIS
Due to the limited available time to complete the project before the plant had to be back online for spring/summer water demand, staff determined that it would not be cost-effective nor efficient to request bids on this project. Time and limited workspace were two of the factors considered. As previously stated, the plant is generally shut down for a l imited time to conduct maintenance before the increase in demand in the spring. The process for a formal procurement process would delay that startup by several months. Also, with the limited work space inside the filters, i t was not desirable or practical to have two separate contractors working in the same limited space, on the same systems, with equipment and manpower. Staff therefore recommend that Council determine that compliance with the formal procurement process is not in the best interest of the City for this repair work.

If approved, author
izing the execution of Amendment No. 1 will ensure the uninterrupted operations of the John Jones Water Treatment Plant (JJWTP) and its ability to meet peak summer demands from its potable water customers. The amendment will repair three of the malfunctioning underdrains discovered during the initial media replacement project. While all six (6) of the filters were found to have degradation, only three of the six filters will have the under
drains replaced during this plant shut down cycle. The remaining three filter underdrains will need to be replaced during the next plant shutdown, November 2025 to February 2026. Staff will bring back a separate Council request later in the year for that replacement.

Resolution 2024-199 approved a not-to-exceed amount of $1,206,478 to replace the filter media (not including sand) in all six filters with a term ending on February 28, 2026.

Am
endment No. 1 would add an additional task to demolition, prepare, and install three new Agenda Item 1.D
April 1, 2025

underdrains in filters four to six (4 – 6) at a cost of $1,445,328, retroactive to February 1, 2025.

The underdrains
would be the same brand, type and style (Xylem) using the 2008 Engineered Drawings for the facilities. Further, the City would approve of the use of a subcontractor to perform the neces
sary skilled work that the contractor is unable to perform at their cost and included in the bi
d price. The new total not-to-exceed request is $2,651,806 and would come from the FY24/25 Water Treatment Plant Operations and Maintenance budget (Water Fund 511).

The JJWTP has the capacity to treat up to thirty (30) million gallons a day (mgd) of w ater when all six filters are operating. If the requested actions are not approved, only half of the filters would be operational, and capacity would be limited to 15 MGD. This limitation could result in violations
from the State for non-compliance with its permit. Further, the City would have to depend on other water sources (groundwater) to fulfill higher demands which typically results in customer complaints for odor and taste.

CEQA DETERMINATION
The project is for the removal and replacement of filter underdrains in three of the six filters at the John Jones Water Treatment Plant and approval of it will not result in the physical change in the environment, therefore this action is not considered as a project defined by Section 21065 of the Public Resources Code. The approval of this contract and completion of this work is also exempt from CEQA review under CEQA Guidelines Section 15301 as repairs to an existing facility.

STRATEGIC PLAN
This agenda item is consistent with the City’s Quality of Life Strategy and meets the goals to ensure physical infrastructure and systems necessary for the health and safety of the Tracy community through improved water quality.

FISCAL IMPACT
The Water Treatment Plant Media Filter Replacement Project, CIP 75126, is an approved Capi
tal Improvement Project with an approved agreement with Calgon Carbon under Resolution 2024-199 for not-to-exceed amount of $1,206,478. This project would increase the not-to-exceed to $2,651,806 retroactive to February 1, 2025. The additional task in the amount of $1,445,328 is available in the Project budget as follows:

Funding Source Budget
Expensed/
Committed Balance
513 - Water Capital $ 3,539,830 $ 2,094,502 $ 1,445,328 Current Budget $ 3,539,830 $ 2,094,502 $ 1,445,328 Agenda Item 1.D
April 1, 2025

ACTION REQUESTED OF THE CITY COUNCIL
Staff recommends that City Council adopt a Resolution:
1) determining that compliance with the Formal Contract Procedure is not in the best interest of the City and dispose such requirements for the replacement of certain underdrains at the John Jones Water Treatment Plant or the Capital Improvem ent Project (CIP) 75126
pursuant to Tracy Municipal Code Section 2.20.180(b)(4); and 2) authorizing the execution of Amendment No. 1 to the General Services Agreement with Calgon Carbon, a Delaware Corporation for Capital Improvement Project No. 75126 Filter Media Replacement
at the John Jones Water Treatment Plant, for a total not-to-exceed amount of $2,651,806 and make it effective retroactively from February 1, 2025.

Prepared by: Stephanie Reyna-Hiestand, Assistant Director of Utilities Reviewed by: Gordon MacKay, Interim Public Works Director Sara Castro, Director of Finance
Andrew Shen, Interim City Attorney
Karin Schnaider, Assistant City Manager
Approved by: Midori Lichtwardt, City Manager
Attachments:

A – Amendment No. 1 to the General Service Agreement for John Jones Water Treatment Plant Filter Media Replacement CIP 75126
B – Resolution 2024-199

Amendment No. 1
General Services Agreement – Calgon Carbon, A Delaware Corporation

This Amendment No. 1 (Amendment) to the General Services Agreement entered between the City of Tracy, a municipal corporation (City), and Calgon Carbon, a Delaware Corporation (Contractor) dated November 19, 2024 (Agreement). City and Contractor are referred to individually as “Party” and collectively as “Parties.”

Recitals

A. The City and Contractor entered in to a General Service Agreement for CIP 75126 Filter Media Replacement at the John Jones Water Treatment Plant (JJWTP), which was executed pursuant to the authority granted in Resolution No. 2024-199, approved by the Tracy City Council on November 19, 2024.

B. The Parties seek to amend the Agreement as set forth in this Amendment.

C. During the initial approved scope of work under this Agreement, it was discovered that the filter underdrains in all six filters were no longer performing to regulatory standards due to multiple failures of their underdrains. These underdrains are vital in the treatment process as they are the barrier in keeping the sand and media from entering the system. The result of this finding requires that three of the six filters (4,5, and 6) must replace the underdrains with the same type, brand, and style as was approved per the 2008 Engineered Drawings (“Underdrains”).

D. The Contractor will subcontract with Valentine Corporation (“Valentine”) to provide the Underdrains.

E. Valentine is further subcontracting with Xylem Water Solutions Zelienople, LLC (“Xylem”) for the provision of the Underdrains.

F. Parties hereby intend and agree that this Amendment shall be effective retroactively as of February 1, 2025.

G. This Amendment is approved pursuant to Resolution 2025 - ________ adopted by the Tracy City Council on April 1, 2025.

Now therefore, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to amend the Agreement as follows:

1. Terms of Amendment

A. Section 3, Compensation

Subsection 3.1 of Section 3 is hereby amended to read as follows: “Contractor’s total compensation under this Agreement shall not exceed $1,206,47 8 by January 31, 2025. Effective February 1, 2025 , Contractor’s total compensation under this Agreement shall not exceed $2,651,806. Contractor’s billing rates shall cover all costs and expenses for Contractor’s performance of this Agreement. No work shall be Attachment A
City of Tracy – Amendment No. 1 to Agreement with Calgon Carbon, A Delaware Corporation

performed by Contractor in excess of the total compensation amount provided in this section without the City’s prior written approval.”

B. “Exhibit A” is hereby modified to include the additional task for demolition, preparation, and replacement of the Underdrains, as approved by the City . City approves Contractor’s use of Valentine (and Valentine’s use of Xylem) , at their expense, to perform the necessary repairs. Valentine and Xylem each must maintain professional liability insurance as specified in Section 2.1.

C. “Exhibit B” is hereby modified to include the costs associated with the additional task in the amount of $1,445,328 for a total not-to-exceed proposal amount of $2,651,806.

2. Insurance. Valentine and Xylem (Subcontractors) shall throughout the duration of this Agreement, maintain insurance to cover Subcontractors, their agents, representatives, and employees in connection with the performance of services under this Agreement at the minimum levels set forth herein.

2.1. Professional Liability “claims made” coverage shall be maintained to cover damages that may be the result of errors, omissions, or negligent acts of such Subcontractor in an amount not less than $1,000,000 per claim.

3. Effect. The Parties hereto ratify the Agreement and, except as expressly modified by this
Amendment, all provisions of the Agreement will remain unchanged and in full force and effect.

4. Entire Agreement. This Amendment represents the entire agreement and understanding of the Parties and shall supersede any prior agreement —written or oral—between the Parties. This Amendment will not be valid and enforceable until executed by all the Parties hereto. This Amendment may not be modified or altered except through a subsequent writing signed by both Parties.

5. Severability. If any term of this Amendment is held invalid by a court of competent jurisdiction, this Amendment shall be construed as not containing that term, and the remainder of this Amendment shall remain in effect.

5. Signatures. The individuals executing this Amendment represent and warrant that they have the right, power, legal capacity, and authority to enter and to execute this Amendment. This Amendment shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. This Amendment may be executed in one or more counterparts. All counterparts so executed shall constitute one contract, binding on all Parties, even though all Parties are not signatory to the same counterpart.

The Parties agree to the full performance of the terms set forth here.

City of Tracy – Amendment No. 1 to Agreement with Calgon Carbon, A Delaware Corporation

City
of Tracy, a Municipal corporation
By:
_________________________
Dan Arriola
Titl
e: Mayor, City of Tracy
Date:
________________________
Approved
as to form.

By:
________________________________
Andrew Shen, City Attorney
Attest:

By:
________________________________
Necy Lopez, Acting City Clerk
Calgon Car
bon, a Delaware Corporation
By: _ _
___________________________
Jacob Blake
Title
: DWS Project Manager
Date:
________________________
Federal
Tax Employer ID No. 250530110
By: _ ________
_________________
Jeremy J. Jones
Title
: DWS Project Manager
Date:
________________________
03/10/2025
03/10/2025
EXHIBIT A – SCOPE OF WORK

The scope of work is hereby modified to include the following task item.

Additional Task – Demolition, Preparation, and Replacement of Underdrains in Filters, 4, 5, and 6:
• Remove and properly dispose of the existing underdrains in Filters 4, 5, and 6 o Disposal shall be approved by Water Operations Superintendent • Prepare the filters for installation of new underdrains. o Ensure all filters are free of debris and demolition material. • Install new underdrains in Filters 4, 5, and 6 per manufacturer’s recommendations and instructions.
o Underdrains shall be consistent with the 2008 Engineered Drawings as no new Engineering is required. (Xylem is approved for replacement.)

EXHIBIT B – COMPENSATION

The compensation is hereby modified to include the additional work as described in Exhibit B – Additional Task.

Approved Total NTE – RESOLUTION No. 2024-199 - $1,206,478

Additional Task:

Underdrain replacement – parts and labor = $1,395,100 Replacement sand for filters 4 – 6 (tax included) = $ 50,228 Total NTE as modified = $2,651,806

APPROVED AS TO FORM AND LEGALITY

ITY ATT RNEY' S F ICE

TRACY CITY COUNCIL
RESOLUTION NO. 2024- 199
1) APPROVING THE EXECUTION OF A GENERAL SERVICES AGREEMENT

WITH CALGON CARBON, A DELAWARE CORPORATION, FOR CAPITAL IMPROVEMENT PROJECT NO. 75126, FOR REMOVAL AND

REPLACEMENT OF GRANULAR ACTIVATED CARBON FOR THE JOHN

JONES WATER TREATMENT PLANT FOR A SIXTEEN - MONTH TERM IN A TOTAL NOT - TO - EXCEED AMOUNT OF$ 1, 206, 478; AND
2) REJECTING CARBON ACTIVATED CORPORATION' S BID AS NOW

RESPONSIVE
WHEREAS, the JJWTP has the capacity to treat up to thirty ( 30) million gallons a day mgd) of water and a part of the water treatment process, the water flows through six (6) filters containing media; and
WHEREAS, the media in these filters must be refurbished or replaced on a regular cycle to ensuretheCityis meetingwaterqualitystandardsandprovidingtheoutputrequiredto fulfill City demand; and
WHEREAS, the City needs to engage the services of qualified and experienced contractors to provide the labor and materials required to remove and replace this filter media in order to meet water quality standards; and
WHEREAS, Capital Improvement Project ( CIP) 75126 was initially funded to remove and replace three ( 3) of the six ( 6) filters for an estimated $ 692, 006; and WHEREAS, due to the visible signs of wear, in the fall of 2023, a technical study was performed on the filter media under a Master Professional Services Agreement with Carollo Engineers, to determine if there was an issue with the media along with possible cause and solution; and
WHEREAS, per the results of the technical study, it was identified that the media in all six ( 6) filters was beyond useful life; and
WHEREAS, on August 14, 2024, staff followed established procedures, in accordance with Tracy Municipal Code 2. 20. 180, and issued a Notice Inviting Bids ( NIB) for this service on all six ( 6) filters; and
Attachment B
Resolution 2024- 199

WHEREAS, prior to the deadline, the City receivedtwo (2) proposalsof which the review committee determined that only Calgon Carbon ( Calgon) met all required specifications in the NIB and was responsive; and
WHEREAS, Calgon was the lowest responsive and qualified bidder and has the expertise and experience required to provide the necessary and desired services; and WHEREAS, the second bidder, Carbon Activated Corporation' s proposal did not meet the required specification in the NIB and is considered non-responsive; and WHEREAS, staff negotiated a General Service Agreement ( GSA) with Calgon for removalof all currentfilter media in six (6) filters and replaceit with new domesticallyproduced and sourced granular activated carbon ( GAC), per specifications, while obeying all rules and regulations of local, State, and Federal regulation at the JJWTP for a sixteen month term and a total not to exceed amount of $ 1,206, 478; and
WHEREAS, on October 22, 2024, staff requested the Finance Committee to recommend to City Council an appropriation of an additional $ 514, 472 to be allocated for the Water Reserve Fund ( 511) to CIP 75126 to provide the services for all six (6) filters in the First Quarter Budget update; and
WHEREAS, the FinanceCommitteeis requestingthe City Councilto adopt a resolution amendingthe City's Operatingand Capital Budgetfor the FiscalYear ending June 30, 2025 augmenting the existing budget to provide funds needed for this project in a separate agenda item presentedat the Council Meetingtoday; and
WHEREAS, staffacknowledgesthatadoptionofthisResolutionapprovingthe execution of the GSA is contingent upon City' s Council adoption of the former Resolution allowing allocation of required funds to this CIP; and
WHEREAS, in this item staff is requestingthat City Councilauthorizethe executionof a General Services Agreement with Calgon, in the form attached as Exhibit 1, for a sixteen - month term with a total not - to - exceed amount of $ 1,206, 478 to provide the services required to meet water quality standards; and
WHEREAS, the cost of the services providedby Calgonwill be accountedfor in CIP 75126; and
WHEREAS, the proposed contract is for the removal and replacement of filter media at the John Jones Water Treatment Plant and approval of it will not result in the physical change in theenvironment, thereforethisactionis notconsideredasa projectdefinedbySection21065of the Public Resources Code; and
NOW, THEREFORE, be it resolved as follows:

RESOLVED: That the above recitals are true and correct; and be it, FURTHER RESOLVED: That the City Councilof the City of Tracy, herebyapprovesthe General Services Agreement with Calgon Carbon, a Delaware Corporation, as attached as Exhibit 1, for Capital Improvement Project No, 75126 for a one year and four- month term in a not - to - exceed amount of $ 1, 206, 478, except that such approval is subject to the City Council' s Resolution 2024- 199

approval of an updated Operating and Capital Budget for the Fiscal Year ending June 30, 2025, per Resolution 2024- 199; and be it
FURTHER RESOLVED: That the City Council of the City of Tracy, hereby rejects Carbon Activated Corporation' s bid as non- responsive; and be it FURTHER RESOLVED: That the City Council finds that the actions taken herein are not considered as a Project as defined by Section 21065 of the Public Resource Code and are exempt from the requirements of CEQA ( California Environment Quality Act).

The foregoing Resolution 2024- 199 was adopted by the Tracy City Council on November 19, 2024, by the following vote:

AYES: COUNCIL MEMBERS: ARRIOLA, BEDOLLA, EVANS, DAVIS, YOUNG NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
ABSTENTION: COUNCIL MEMBERS: NONE
L
NANCY D'. YOUNG
Mayor of the City of - racy, Cali ornia
ATTEST:"

ADRIANNE RICHARDSON
City Clerk and Clerk of the Council of the
City of Tracy, California
EXHIBIT 1: General Services Agreement with Calgon Carbon Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation EXHIBIT 1

CITY OF TRACY

GENERAL SERVICES AGREEMENT WITH
John Jones Water Treatment Plant Filter Media Replacement ClP 75126 This General Services Agreement ( Agreement) is entered into between the City of Tracy, a municipal corporation ( City), and Calgon Carbon, a Delaware Corporation ( Contractor). City and Contractor are referred to individually as " Party" and collectively as " Parties." Recitals
A. Citydesiresto retainContractorto performmediafilterreplacementservicesattheJohnJones Water Treatment Plant as further described in Exhibit A.

B. On August 14, 2024, the City issued a Notice Inviting Bids ( NIB) for John Jones Water Treatment Plant Filter Media Replacement CIP 75126 ( Project) pursuant to Tracy Municipal Code

2. 20. 180. On September 5, 2024, Contractor submitted its proposal for the Project to the City. City has determined that Contractor possesses the skills, experience, and certifications required to provide the services.

C. After negotiationsbetweenthe City and Contractor, the Parties have reachedan agreementfor the performance of services in accordance with the terms set forth in this Agreement.

D. This Agreement is being executed pursuant to Resolution No. 2024- approved by Tracy City Council on November 19, 2024.

Now therefore, the Parties mutually agree as follows:

1. Scope of Work. Contractor shall perform the services described in Exhibit " A" attached and incorporated by reference. The services shall be performed by, or under the direct supervision of, Contractor' s Authorized Representative: Ben Goecke. Contractor shall not replace its Authorized Representative, nor shall Contractor use or replace any subcontractors or subconsultants, without City' s prior written consent. A failure to obtain the City's prior written consent for any change or replacement in personnel or subcontractor may result in the termination of this Agreement.

1. 1 Non -Exclusive Agreement. The City reserves the right to contract with other consultantsprovidingthe same or similar scope of services describedabove duringthe term of this Agreement. The City further reservesthe right to assignwork, at its sole discretion, to contractorsother than Contractorbased on the City's budget, experience, and skills of the contractorsbased on the City' s specific needs.

2. Time of Performance. Time is of the essence in the performance of services under this Agreement and the timing requirements set forth shall be strictly adhered to unless otherwise modified in writing in accordance with this Agreement. Contractor shall begin performance, and shall complete all required services no later than the dates set forth in Exhibit " A." Any services for which times for performance are not specified in this Agreement shall be started and completed by Contractor in a reasonablypromptandtimelymannerbaseduponthecircumstancesanddirectioncommunicatedto the Contractor. Contractor shall submit all requests for time extensions to the City in writing no later than ten days after the start of the condition which purportedly caused the delay, and not later than the date on which performance is due. City shall grant or deny such requests at its sole discretion.

Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation

2. 1 Term. The term of this Agreementshall begin on November19. 2024, and end on February 28, 2026, unless terminated in accordance with Section 6.

3. Compensation. CityshallpayContractoronatimeandexpensebasis, atthebillingratesset forth in Exhibit " B," attached and incorporated by reference for services performed under this Agreement.

3. 1 Not to Exceed Amount. Contractor' s total compensation under this Agreement shall not exceed $ 1, 206, 478 total. Contractor' s billing rates shall cover all costs and expenses for Contractor' s performance of this Agreement. No work shall be performed by Contractor in excess of the total compensation amount provided in this section without the City's prior written approval.

3. 2 Invoices. Contractorshall submit monthlyinvoicesto the City that describethe services performed, includingtimes, dates, and names of personsperformingthe services.

3. 2. 1. Contractor' s failure to submit invoices in accordance with these requirements may result in the City rejectingsaid invoicesand thereby delayingpaymentto Contractor.

3. 3 Payment. Within 30 days after the City's receiptof invoice, City shall make paymentto theContractorbasedupontheservicesdescribedonthe invoiceandapprovedbytheCity.

4. Indemnification. Contractorshall, to the fullest extent permittedby law, indemnify, defend (with independent counsel approved by the City), and hold harmless the City from and against any claims arising out of Contractor's performanceor failure to complywith obligationsunderthis Agreement, exceptto theextentcausedbythesole, activenegligenceorwillfulmisconductoftheCity.

In this section, " City" means the City, its officials, officers, agents, employees and volunteers; Contractor" means the Contractor, its employees, agents and subcontractors; " Claims" includes claims, demands, actions, losses, damages, injuries, andliability, director indirect (includinganyand all related costs and expenses) and any allegations of these; and "Arising out of includes " pertaining to" and " relating to".

The provisions of this section survive completion of the services or the termination of this Agreement, and are not limitedby the provisionsof Section5 relatingto insurance.

5. Insurance. Contractor shall, throughout the duration of this Agreement, maintain insurance to cover Contractor, its agents, representatives, and employees in connection with the performance of services under this Agreement at the minimum levels set forth herein.

5. 1 Commercial General Liability ( with coverage at least as broad as ISO form CG 00 01 01 96) " per occurrence" coverage shall be maintained in an amount not less than $ 4, 000, 000 general aggregate and $
2,000,000peroccurrenceforgeneralliability, bodilyinjury, personalinjury, and property damage.

5. 2 Automobile Liability ( with coverage at least as broad as ISO form CA 00 01 07 97, for any auto") " claims made" coverage shall be maintained in an amount not less than $ 1, 000, 000 per accident for bodily injury and property damage.

5. 3 Workers' Compensationcoverageshallbemaintainedas requiredbytheStateof California.

5. 4 Professional Liability " claims made" coverage shall be maintained to cover damages that may be the result of errors, omissions, or negligent acts of Contractor in an amount not less than 1, 000, 000 per claim.

5. 5 Endorsements. Contractor shall obtain endorsements to the automobile and commercialgeneral liability insurancepolicieswith the following provisions:

5. 5. 1 The City (including its elected officials, officers, employees, agents, and volunteers) shall be named as an additional " insured."

Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation

5. 5. 2 For any claimsrelatedto this Agreement, Contractor's coverageshall be primary insurance with respect to the City. Any insurancemaintainedby the City shall be excess of the Contractor' s insurance and shall not contribute with it.

5. 6 Notice of Cancellation. Contractor shall notify the City if the policy is canceled before the expiration date. For the purpose of this notice requirement, any material change in the policy prior to the expiration shall be considered a cancellation. Contractor shall immediately obtain a replacement policy.

5. 7 Authorized Insurers. All insurance companies providing coverage to Contractor shall be insuranceorganizationsauthorizedby the InsuranceCommissionerof the State of Californiato transact the business of insurance in the State of California.

5. 8 Insurance Certificate. Contractor shall provide evidence of compliance with the insurancerequirementslistedabove by providinga certificateof insuranceand endorsements, in a form satisfactory to the City, before the City signs this Agreement.

5. 9 Substitute Certificates. Contractor shall provide a substitute certificate of insurance no laterthan 30 days prior to the policyexpirationdate of any insurancepolicy requiredby this Agreement.

5. 10 Contractor' s Obligation. Maintenance of insurance by the Contractor as specified in this Agreement shall in no way be interpreted as relieving the Contractor of any responsibility whatsoever ( including indemnity obligations under this Agreement), and the Contractor may carry, at its own expense, such additional insurance as it deems necessary. Failure to provide or maintain any insurance policies or endorsements required herein may result in the City terminating this Agreement.

6. Termination. The City mayterminatethis Agreement by givingten days' written noticeto Contractor. Upon termination, Contractor shall give the City all original documents, including preliminary drafts and supporting documents, prepared by Contractor for this Agreement. The City shallpayContractorforallservicessatisfactorilyperformedin accordancewiththisAgreement, upto the date notice is given.

7. Dispute Resolution. If any disputearises betweenthe City and Contractorthat cannot be settled afterengagingingoodfaithnegotiations, CityandContractoragreeto resolvethedisputein accordance with the following:

7. 1 EachPartyshalldesignatea seniormanagementor executivelevelrepresentativeto negotiate the dispute;

7. 2 The representatives shall attempt, through good faith negotiations, to resolve the dispute by any means within their authority.

7. 3 If the issue remains unresolved after fifteen ( 15) days of good faith negotiations, the Partiesshall attemptto resolvethe disagreementby negotiationsbetweenlegal counsel. If the aforementioned process fails, the Parties shall resolve any remaining disputes through mediation to expedite the resolution of the dispute.

7. 4 The mediation process shall provide for the selection within fifteen ( 15) days by both Parties of a disinterested third person as mediator, shall be commenced within thirty ( 30) days and shall be concluded within fifteen ( 15) days from the commencement of the mediation.

7. 5 The Partiesshall equallybear the costs of anythird party in any alternativedispute resolution process.

7. 6 The dispute resolution process is a material condition to this Agreement and must be exhaustedpriorto eitherPartyinitiatinglegalaction. Thisdisputeresolutionprocessis notintendedto nor shall be construed to change the time periods for filing a claim or action specified by Government Code §§ 900 et seq.
8 Labor Code Compliance. Contractor is aware of the requirements of Chapter 1 of Part 7 of Division 2 of the California Labor Code and applicable regulations which require the payment of prevailing wage rates (§ 1771, § 1774, and § 1775); employment of apprentices (§ 1777. 5), certified

Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation payroll records (§ 1776), hours of labor (§ 1813 and § 1815), debarment of contractors and subcontractors (§ 1777. 1) and the performance of other requirements on " public works" and maintenance" projects. The services being performed under this Agreement are part of a " public works" or "maintenance" project, as defined in the PrevailingWage Laws, Contractoragreesto fully comply with such Prevailing Wage Laws.

8. 1 Rates. These prevailingwage rates are on file with the City and are availableonline at http:// www.dir.ca.gov/DLSR. EachContractorandSubcontractormustpaynolessthanthespecified rates to all workers employed to perform the services described herein. The schedule of per diem wagesis baseduponaworkingdayof eighthours. Theratefor holidayandovertimeworkmustbeat leasttimeand one-half. Contractorassumesallresponsibilityfor suchpaymentsandshalldefend, indemnifyandholdtheCityharmlessfromanyandall claimsmadebytheStateof California, the Departmentof IndustrialRelations, anysubcontractor, anyworker, oranyotherthirdparty.

8. 2 Registration with DIR. Contractor warrants that it is registered with the Department of IndustrialRelationsand qualifiedto performthe servicesconsistentwith Labor Code section 1725.5.

8. 3 Monitoring. This Agreementwill be subjectto compliancemonitoringand enforcement by the DIR, under Labor Code section 1771. 4.

9. Ownership of Work. All original documents prepared by Contractor for this Agreement, whether completeor in progress, arethe propertyoftheCity, andshallbegivento theCityatthecompletionof Contractor' s services, or upon demand from the City. No such documents shall be revealed or made available by Contractorto any third partywithout the City's priorwritten consent.

10. Independent Contractor Status. Contractoris an independentcontractorand is solely responsiblefor the acts of its employeesor agents, includingany negligentacts or omissions.

Contractoris notCity's employeeandContractorshallhavenoauthority, expressor implied, to acton behalfoftheCityasanagent, orto bindtheCityto anyobligation, unlesstheCityprovidespriorwritten authorization.

Contractorisfreeto workfor otherentitieswhileundercontractwiththeCity.

Contractor, anditsagentsoremployees, arenotentitledto Citybenefits.

11. Conflicts of Interest. Contractor ( including its employees, agents, and subcontractors) shall not maintain or acquire any direct or indirect interest that conflicts with the performance of this Agreement.

If Contractormaintainsoracquiressucha conflictinginterest, theCitymayterminateanycontract includingthis Agreement) involvingContractor's conflictinginterest.

12. Rebates, Kickbacks, or Other Unlawful Consideration. Contractor warrants that this Agreement was not obtained or secured through rebates, kickbacks, or other unlawful consideration either promised or paid to any City official or employee. For breach of this warranty, City shall have the right, in itssolediscretion, to terminatethisAgreementwithoutliability; to payonlyforthevalueof the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback, or other unlawful consideration.

Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation

13. Notices. All notices, demands, or other communications which this Agreement contemplates or authorizesshall be in writing and shall be personallydeliveredor mailedto the other party to the addresses listed below. Communications shall be deemed to have been given and received on the first to occur of: ( 1) actual receipt at the address designated below, or (2) three working days after the deposit in the United States Mail of registered or certified mail, sent to the address designated below.

To City: To Contractor:

Director of Public Works Calgon Carbon
520 S. Tracy Blvd Attn: Jeremy Jones
Tracy, CA 95376 3000 GSK Drive
publicworks@cityoftracy. org Moon Township, PA 15108
With a copy to:

City Attorney
333 Civic Center Plaza
Tracy, CA 95376

14. Miscellaneous.

14. 1 Standard of Care. Unless otherwise specified in this Agreement, the standard of care applicable to Contractor' s services will be the degree of skill and diligence ordinarily used by reputable professionals performing in the same or similar time and locality, and under the same or similar circumstances.

14. 2 Amendments. This Agreementmay not be modified orally or in any mannerother than by an agreementin writing signed by both Parties.

14. 3 Waivers. Waiver of a breach or default under this Agreement shall not constitute a continuingwaiver or a waiver of a subsequentbreachof the same or any other provisionof this Agreement.

14. 4 Assignment and Delegation. Contractor may not assign, transfer or delegate this Agreement or any portion of it without the City' s written consent. Any attempt to do so will be void.

City's consentto one assignmentshall not be deemedto be a consentto any subsequentassignment.

14. 5 Jurisdiction and Venue. The interpretation, validity, and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. Any suit, claim, or legal proceedingof any kind relatedto this Agreementshall be filed and heard in a court of competent jurisdiction in the County of San Joaquin.

14. 6 Compliance with the Law. Contractor shall comply with all applicable local, state, and federal laws, whether or not those laws are expressly stated in this Agreement.

14. 6. 1 Hazardous Materials. Contractor is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of performing their services.

14. 6. 2 Non- discrimination. Contractor represents and warrants that it is an equal opportunityemployerandit shallnotdiscriminateagainstanysubcontractor, employeeor applicantfor employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Contractor shallalsocomplywithallapplicableanti -discriminationfederalandstatelaws, includingbutnotlimited to, the California Fair Employment and Housing Act ( Gov. Code 12990 ( a -f) et seq.).

14. 7 Business Entity Status. Contractoris responsiblefor filing all requireddocuments and/or forms with the CaliforniaSecretaryof State and meetingall requirementsof the FranchiseTax Board, to the extent such requirements apply to Contractor. By entering into this Agreement,

Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation Contractor representsthat it is not a suspendedcorporation. If Contractoris a suspendedcorporationat the time it entersthis Agreement, City may take steps to havethis Agreementdeclaredvoidable.

14. 8 Business License. BeforetheCitysignsthisAgreement, Contractorshallobtaina City ofTracyBusinessLicense. ContractorshallmaintainanactiveCityofTracyBusinessLicenseduring the term of this Agreement.

14. 9 Successors and Assigns. This Agreementshall inure to the benefitof and be binding upon the Parties hereto and their respective successors and assigns.

14. 10 Construction of Agreement. Each Party heretohas had an equivalentopportunityto participate in the drafting of this Agreement and/ or to consult with legal counsel. Therefore, the usual construction of an agreement against the drafting Party shall not apply hereto.

14. 11. Severability. If a term of this Agreement is held invalid by a court of competent jurisdiction, theAgreementshallbeconstruedasnotcontainingthatterm, andthe remainderofthis Agreement shall remain in effect.

14. 12 Controlling Provisions. In the case of any conflict between the terms of this Agreement and the Exhibits hereto, and Contractor' s proposal ( if any), the Agreement shall control. In the case of any conflict between the Exhibits hereto and the Contractor' s proposal ( if any), the Exhibits shall control.

14. 13 Entire Agreement. This Agreement and the attached Exhibits comprise the entire integrated understanding between the Parties concerning the services to be performed. This Agreement supersedesall prior negotiations, representationsor agreements. All exhibits attached hereto are incorporated by reference herein.

15. Signatures. The individuals executing this Agreement on behalf of Contractor represent and warrant that they have the right, power, legal capacityand authorityto enter into and to executethis Agreement on behalf of Contractor.

SIGNATURES ON FOLLOWING PAGE]

Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation The Parties agree to the full performance of the terms set forth here.

City of Tracy Contractor
Cal-qon Carbon, a Delaware Corporation
lyned by:

By: Nancy D. Young
Title: Mayor
Date: By:
a < e
Title: DWS Project manager
Date: 2: 03 PM PDT
Attest: 250530110
Federal Employer Tax ID No.

Adrianne Richardson, City Clerk DocuSlpned by:
k,v, 9• ,9MLS
Approved as to form: By:
er' emy 7. pones
Title: DWS Project Manager
Date: 10/ 3/ 2024 1 1: 39 PM PDT
Bijal M. Patel, City Attorney
Exhibits:

A Scope of Work, including personnel and time of performance B Compensation

Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation EXHIBIT A - Scope of Work
Thescopeofworkgenerallyincludesremoval, disposal, andreplacementof theexistingGranular Activated Carbon ( GAC) filter media from filters 1, 2, 3, 4, 5, and 6 at John Jones Water Treatment Plant in Tracy, CA ( Project Site) with new GAC. The Contractor shall perform all work in accordance with the following the following requirements.

PART1 GENERAL

1. 01 SUMMARY
A. Section Includes:

1. CONTRACTORshall be responsiblefor removingGACfrom existingfilters and properly disposing of the material.

2. CONTRACTOR shall provide CITY time to inspect, backwash, and disinfect the underlying sand for each the filters as specified herein.

3. CONTRACTOR shall provide, transport, and deliver the filter GAC media at a location within the Project Site approved by the CITY.

4. CONTRACTOR shall install the GAC media over the existing sand layer in Filters 1, 2, 3, 4, 5, and 6.

B. Filter Media Quantity:

1. Filter Dimensions:
a. Existing Filters No. 1, 2, 3, 4, 5, and 6: 640 square feet ( each filter).

2. CONTRACTORshallprovidesufficientmediasuchthatafterplacement, soaking, backwashing, and leveling, the final depth of the media is . The new GAC will be placed over 12 - inches of the existing filter sand bed. Existing filter sand layer shall be left in place undisturbedwhen CONTRACTORremovesthe existingGAC.

1. 02 REFERENCES
A. American Water Works Association ( AWWA):

1. AWWA B 100- 16 Granular Filter Material, including any addenda.

2. AWWA B 604-18 GranularActivated Carbon, includingany addenda.

B. NSF International:

1. NSF/ANSI 61-2023: Drinking Water System Components.

C. American Society for Testing and Materials ( ASTM):

1. ASTM C123 Standard Test Method for Lightweight Particles in Aggregate.

2. ASTM E 11 Standard Specification for Woven Wire Test Sieve Cloth and Test Sieves.

3. ASTM D 2854 StandardTest Methodfor Apparent Densityof Activated Carbon.

4. ASTM D 3174 Standard Test Method for Ash in the Analysis Sample of Coal and Coke from Coal.

5. ASTM D 3175 Standard Test Method for Volatile Matter in the Analysis Sample of Coal and Coke.

6. ASTM D 4607 Standard Test Method for Determination of Iodine Number of Activated Carbon.

D. Food ChemicalCodex: FourteenthEdition, includingany supplements.

Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation

1. 03 SUBMITTALS
A. Submit in accordance with the industry standards and listed requirements.

B. Submit qualifications of the independent testing laboratory( ies) for approval.

C. Complete GAC Analysis

1. Sieve analysis ( particle size distribution), effective size, and uniformity coefficient.

2. Moisture ( AWWA B 604).

3. Apparent density (AWWA B 604 or ASTM D 2854).

4. Iodine number ( ASTM D 4607).

5. Abrasion resistance ( AWWA B 604 - RO- Tap method).

6. Water extractables test ( per Food Chemical Codex).

7. Ash content ( ASTM D 3174).

D. GAC Submittals:

1. Manufactured GAC Testing and Samples.
a. Purpose: To demonstrate that media produced during the manufacturing process is consistent with contract requirements.
1) It is anticipated that there may be a reasonable variation in the effective size and uniformitycoefficientbetweendifferent media lots producedduring the manufacturing process for the Project.
2) CITY may reject any or all individuallots producedduring the manufacturing process that do not meet the requirements of the specification. Rejected lots will not be shipped to the Project site without additional remanufacturing or reprocessingand subsequentapproval of test resultsby the CITY. b. Schedule:
1) GAC samples and test result approval is required not less than 14 days prior to shipping of the media from the point of manufacture. 2) Separate submittals for individual production lots are required for large media quantities involving production runs over an extended duration. It is anticipated that individual lot test results will be submitted to the CITY as soon as they are availableduringthe productionof the GAC c. Requirement:
1) Certified test results of Complete GAC Analysis ( 1. 03. C), from an approved Independent Media Testing Laboratory ( 1.03.13) employed by the CONTRACTOR.
2) Samplecollectionand frequencyfor individualproductionlots shall be in accordance with AWWA B 100. All test results shall be identified by traceable production lot and bag identification.
3) Manufactured GAC Samples:
a) Submit one sample of each production lot.
b) Shipped in durable, non -glass containers of not less than 1/2 cubic foot, clearly labeled with Project name, GAC source, effective size, uniformity coefficient, and apparent density.
c) CITY reserves the right to retest ( at CITY' s expense) the samples to confirm that the samples reasonably match certified test results submitted.

Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation

2. Delivered Media Testing.
a. Purpose: To demonstrate that GAC delivered to the Project site matches the Manufactured GAC.
1) Mediashallbesampledandtestedforeffectivesize, uniformitycoefficient, and GAC apparentdensity by the approvedindependentlaboratory employed by the CONTRACTOR.
2) Although variation may be acceptable, the CITY reserves the right to use the test results to direct the CONTRACTOR to install individual bags or lots in differentfilters to providethe best possiblemedia compatibilitymatchesat no additional cost to the CITY.
3) The CITY reserves the right to test the GAC received at the Project site at the CITY' S expense.
4) GAC that does not comply with the specified requirements, certified test results, or acceptance criteria may be rejected at the sole discretion of the CITY and shall be replaced with approved GAC at no additional cost to the CITY. The rejected media shall be removed from the project site and appropriately disposed of by the CONTRACTOR at no additional cost to the CITY.
5) If the deliveredGAC is rejected by the CITY, an independentlaboratory, acceptable to the CITY, may be employed by the CONTRACTOR to sample and test disputed material. For material that is not in compliance with the specified requirements, the CONTRACTOR shall bear the cost of testing the deliveredmedia and any retestingrequiredby the CITY to demonstrate compliance. Otherwise, the CITY is responsiblefor costs of testing the delivered media.
b. Schedule: After delivery to the Project site and before installation. c. Requirement:
1) Sample collection in accordance with AWWA B 100.
2) Test results provided by the independent lab, acceptable to the CITY.

3. Installed GAC Testing.
a. Purpose: To document the characteristics of the installed GAC in each filter for the use of the CITY in tracking changes in GAC characteristics over time. It is understood that the effective size and uniformity coefficient of the installed GAC, after placement, soaking, and backwashing, may differ from values prior to installation. Therefore, acceptance of GAC will be based upon the results of the DeliveredGACtesting, not InstalledGACtesting.
b. Schedule:
1) GAC shall be sampledafter completeinstallation, soaking, and backwashing of all GAC to the required depth.
c. Requirement:
1) Collectmedia samples using a cleantrowel or samplingtube to providea sample from the entire filter depth.
2) Store samplesin clean clear plastic bags, securelysealed and labeledwith location, and collection date using indelible marker.
3) Providetest resultsof the GAC effectivesize, uniformitycoefficientand specific gravity for each sample. ASTM C 123 will be used to separate the sand from the GAC in each sample.
4) Sampling Locations:
a) Collect one sample from each quarter quadrant and combine the four samples to make one composite sample per each filter cell. Each filter has two cells.

Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation b) Samplingand testing is the responsibilityof the CONTRACTORusing a laboratory approved by the CITY.

E. CONTRACTOR' s written certification of the following:

1. Volumes of existing GAC removed from each filter cell.

2. Proposed disposal site for existing GAC (subject to approval by CITY).

3. Vertical measurement from the top of the concrete filter box wall and the top of the sand layer remainingafter existingGAC removaland bed leveling, measuredat least two locations along each filter cell wall.

4. Disinfection procedures and results.

5. Volume, dry weight, and thickness of GAC media installedin eachfilter cell.

F. Digital photographs to document the following conditions:

1. Immediately prior to commencement of existing GAC removal.

2. During existing GAC removal.

3. After existingGAC removaland before CITY inspection, cleaning, and, backwashing of the underlying sand for each filter cell.

4. After CITY in -filter activities and before CONTRACTOR installation of GAC.

5. During installation of GAC media.

6. After completion of GAC media installation in each filter cell, including visual indication of achievement of specified top -of -GAC media elevation after backwashing and topping off of media.

7. After final cleanup.

G. Existing GAC disposal plan for approval by CITY.

H. Certificates: Submit proper documentation showing ANSI/ NSF- 61 certification of all supplied GAC.

GAC installation instructions from the GAC supplier including approved mixing plan, washing requirements and procedures.

J. Filter GAC MixingPlan: Based upon GAC testing information, CONTRACTORshall developandprovidea mixingplandesignatingthe numberofthebagsandtheorderin which the bags should be used to fill each filter cell in order to obtain GAC physical characteristics and depth that conform to this specification. Testing data and calculations usedto developthemixingplanshallbeprovidedto theCITYbeforeinstallingtheGAC.

K. Submit GAC head loss curves.

1. 04 QUALITY ASSURANCE
A. All testing of filter mediashall be performedby an CITY -approvedindependenttesting laboratory employed by the Supplier.

B. Allsamplingandtestingshallbeperformedin accordancewiththe requirementsofAWWA B 604 except as modified and supplemented herein. Approved samples shall meet the requirements of AWWA B 604, including all addenda.

C. CONTRACTOR shall not place GAC in the filter cells before the CITY has approved the delivered media ( 1. 03. E. 2). Any media placed in the filter without the CITY's acceptance

Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation shall be subjectto rejection, removal, and replacementbythe CONTRACTORat no cost to the CITY.

D. Determination of particle size distribution:

1. Determineparticlesize distributionby screeningthrough standardinspectiongrade or calibration grade sieves, Tyler fourth root of two series or equivalent U.S. series. a. Sieve dimensions shall conform to ASTM E11 Table 1.
b. Sieves are to be certified ASTM E11 Standard Calibration Grade or Inspection Grade. The certified values for the average aperture sizes are to be utilized in performing the sieve analysis.

2. Determinepercentsizes from a plot, on semilog or probabilitypaper, of the percentagesof the materialpassingeach sieve againstthe ratedopeningof the sieve or the equivalent diameter of the grains.

3. Definepercentsize as the size of the theoreticalopeningof a sievethrough which that percentage of the filter media, by weight, will pass. For example, if the size distribution of the filter media particles is such that 10 percent of the sample is finer than 0.50 millimeters, the filter media shall be said to have a 10 percent size of 0.50 millimeters.

4. Define uniformity coefficient as the ratio of the 60 percent size to the 10 percent size of the filter media.

1. 05 PRODUCT DELIVERY AND STORAGE
A. Packaging:

1. Filter GAC shall be packaged in 1/2 ton ultraviolet -resistant polyethylene bags ( super sacks with bottom pour spout) on pallets. Each bag of materialshall be clearly marked with the following information: effectivesize, uniformitycoefficient, source, date of bagging, individual bag number, and lot identifier.

B. Place or store all filter mediaonly in designatedstaging areaswithin the site and approved bythe CITY. PolyethylenebagsshallbeplacedonpalletssuppliedbytheCONTRACTOR.

C. All filter media at the jobsite shall be stored off the ground, protected from weather, and covered with a suitable membrane by the CONTRACTOR to prevent contamination of the mediafromwindblowndebrisandsoil. Allfiltermediais subjectto gradationandretesting at the CITY' s direction if visual evidence of contamination is observed or suspected.

D. Placementof filter media in the filters shall comply in all respectswith AWWA B 604, except as modified or supplemented herein.

PART 2 PRODUCTS

2. 01 FILTER GRANULAR ACTIVATED CARBON ( GAC)
A. Quality:

1. Carbon shall be based on bituminous coal. Carbons based on wood, lignite, subbituminous, peat, or coconut shall not be permitted. Product shall be virgin GAC.

2. Manufacturing process shall include re -agglomeration. Carbon shall be manufactured in the United States by a supplier with a minimum of 5 years experience. Product shall have 5 years history in water treatment.

3. Extruded or pelletized carbon shall not be accepted.

Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation

4. Carbon shall be thoroughlywashed, screened, andfree of clay, loam, dust, dirt, organic matter, and other foreign material.

5. GAC shall conform to AWWA B604 in addition to the modifications listed herein. GAC shall also conform to Food Chemical Codex when tested under the conditions outlined in the Food Chemical Codex.

6. Controlled activation shall produce a material having a high internal surface area with optimum pore size for the effective adsorption of a broad range of high and low molecular weight organic material. Carbon shall have a minimum iodine number of 900 milligrams/ gram.

7. Carbon shall be composed of hard, durable grains with an abrasion resistance of no less than 75 by the RO- tap method.

8. Maximum moisture content of the as -packed GAC shall be 2 percent.

9. Maximum Total Ash: 8 percent.

B. Size:

1. GAC shall meet the following requirements:
a. Effective ( 10 percent) size ( mm): 1. 3 to 1. 5.
b. Uniformity Coefficient: Less than 1.4.
c. Larger than No. 8: No more than 15 percent.
d. Smaller than No. 16: No more than 5 percent.

2. The particle size distribution shall be determined as indicated in 1.04. D of this Specification Section.

C. Depth: 48 - inches final.

2. 02 ACCEPTABLE SUPPLIERS
A. Filter GAC:

1. Calgon Carbon Corporation a Kuraray Company
3000 GSK Drive,
Moon Township, PA 15108
412- 787- 6700

2. Jacobi
432 McCormick Blvd.

Columbus, OH 43213
714- 292- 6198

3. Norit Activated Carbon
3200 University Ave
Marhsall, TX 75670
903- 923- 1000

4. Xylem + Evoqua
251 W. Channel Road
Benicia, CA 94510
916- 730- 2384

5. No substitution allowed.

Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation PART 3 EXECUTION

3. 01 GAC REMOVAL
A. Prior to initiating removal of the existing GAC, plant staff will drain Filters 1, 2, 3, 4, 5, and 6, as far as possiblewhile maintainingthe remainingfilters in operation.

B. CONTRACTOR will remove existing GAC layer from Filter 1, 2, 3, 4, 5, and 6, while minimizingdisturbanceof the underlyingsand layer. The existingGAC layeris approximately 48 inches deep ( underlying sand layer is approximately 12 inches deep). Do not remove sand underlying existing GAC layer.

C. Donotstandorwalkdirectlyonanylayeroftheexistingfiltermedia. Workersenteringthe filter boxes shall walk on clean plywood mats that will sustain their weight without displacingthefiltermedia. Minimumdimensionsof theplywoodmatsshallbetwofeetby two feet by 1/2 thick.

D. ProperlydisposeofexistingGACat afacilityapprovedbyCITY.

E. Markthewallsof eachfilterat a level60inchesabovethefiltercapto indicatethetarget levelofthetop of theGACmediaafterGACplacement, backwashing, scraping, and topping - off activities.

F. CleanupanyspillsthatoccurredduringtheremovaloftheexistingGAC.

3. 02 CITY INSPECTION
A. CONTRACTOR shall provide the CITY ten ( 10) business days to inspect, backwash, and disinfect each filter once the existing GAC has been removed.

B. CITYwillverifythat thecontractorhasremovedtheappropriateamountof media, leaving only 12 inches of sand in each filter. CONTRACTORmay only proceedwith installation upon CITY approval.

3. 03 GAC PLACEMENT
A. GACmustbeaddedtothefiltersfromthetop ofthefilter. Thereisnoexistingpipingor equipment to handle filter media at the site. All equipment required to transfer GAC into the filtersmustbesuppliedbytheCONTRACTOR. Personnelshallnotenterfiltercellsduring GAC media installation.

B. CONTRACTORshallprovidealllaborandmaterialsnecessaryto deliverandinstallthe GAC media. \
C. CONTRACTORshallbecarefulin placingthe mediato avoiddamagingthefiltertroughs, filter underdrainsystem, or any equipmentand piping in the filter units.

D. CONTRACTORshallpreventcontaminationduringtransportingandplacingthefilter media. Any filter media which has become contaminated, either before or after placement in the filters, shall be removed and replaced with new or washed and cleaned material in a manner approved by the CITY.

Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation E. Workers shall not stand or walk directly on filter media. The workers shall walk on plywood mats that will sustain their weight without displacing the material ( minimum dimensions 2 feet by 2 feet by 1/2 inch thickness).

F. The filter may be floodedwith water to use as a levelinggaugefor each layer of material.

G. GAC Washing:

1. Plant staff shall operate all filter backwash controls when washing the new GAC media installed in the filter basin.

2. CONTRACTOR is responsible for coordinating the scheduling of filter media washing through the CITY with plant operations. Plant operations shall govern scheduling the use of the backwash system and volume of washwater produced. CONTRACTOR is responsible for this coordination to avoid delays to the schedule.

3. GACwashingwill be allowedas determinedby the CITY so as not to interrupt operation of the plant. At no time shall the plant' s Backwash Equalization Basins overflowfrom the mediawashing operations. Filtermediawashing shall be terminated before reachinga liquid levelthat would affect plantoperationsregardlessof the status of the media washing operation.

4. Ensure that water from the media washing operation is directed to the Backwash Equalization Basins.

H. Method of placement of the media shall be submitted to the CITY for approval.

I. Filter GAC:

1. GAC shall be placed in a manner so as not to disturb the filter sand.

2. Placement of GAC and backwashing shall be as specified in AWWA B 604, except as modified and supplemented herein. The finished depth for GAC at the end of placement, soaking, backwashing, and levelingoperationsshall be as specified in this Section.

3. Priorto placingGAC in filters, plant staff will flood the filters to approximatelyone third of the GAC volume.

4. GAC must be carefullyplaced in the filters from just abovethe water surfaceto prevent damage to the GAC and to limit the dust resulting from the transfer process.

Release of airborne GAC dust must be mitigated.

5. Performplacement, soaking, backwashing, and levelingof GAC media in each filter in accordance with AWWA B604, Sections C. 1.3. Plant staff will operate all filter controls andvalves during backwashing. Backwashingrates and durationswill be determined by the CITY.

6. Followingcompletionof placement, soaking, backwashing, and leveling of GAC media in each filter, CITY shall verify the surface of the GAC is free of contaminated material and the depth of media is as specified ( with in a range of - 1/ 4" to + 1/ 2"). If there are any contaminatedmaterialon the surface of the GAC, it should be removedand replaced with virgin GAC.

7. CleanupanyspillsthatoccurredduringtheadditionofGACto thefilters.

8. Upon approved completion, collect and test representative installed GAC sample from the filter in accordance with Paragraph 1.03. E.3 of this Specification. Test results shall be submitted to the CITY.

Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation

3. 04 CLEANING
A. Filter StructureCleaning: Once installedmediatesting samples have been collected, remove all debris and media from all backwash drain conduits, troughs, pipelines, and structures.

PART 4 TIMELINE
A.

WorkisanticipatedtostartuponissuanceofNoticetoProceed. FiltersNo. 1-3mustbefully functional for operation by March 1, 2025. If additional funding is approved for Filters No. 4- 6, staffwillissueasecondNoticetoProccedwithadeadlinetobecompletedby.

PART 5 BOND
A. A performance and payment bonds, for 100% of the maximum Contract Price, and a warranty bond for 10% of the maximum Contract Price will be required after execution of the contract, but before a Notice to Proceed will be issued for each phase of the project.

Docusign Envelope ID: 99673B8D- ADA4- 4D20- 987E- 1800FE8EFA72 City of Tracy — General Services Agreement with Calgon Carbon Corporation EXHIBIT B — Compensation
Total for Filters No. 1- 3: $ 603, 239
Total for Filters No. 4- 6: $ 603, 239
Grand Total: $ 1, 206, 478

APPROVED AS TO FORM AND LEGALITY
________________________
CITY
ATTORNEY’S OFFICE

TRACY CIT

Y COUNCIL
RES
OLUTION NO. _______________
1) DETERMINING THAT COMPLIANCE WITH THE FORMAL CONTRACT

PROCEDURE IS NOT IN THE BEST INTEREST OF THE CITY AND

DISPOSE SUCH REQUIREMENTS FOR THE REPLACEMENT OF CERTAIN

UNDERDRAINS AT THE JOHN JONES WATER TREATMENT PLANT FOR THE CAPITAL IMPROVEMENT PROJECT (CIP) 75126 PURSUANT TO TRACY MUNICIPAL CODE 2.20.180(B)(4); AND
2) AUTHORIZING THE EXECUTION OF AMENDMENT NO. 1 TO THE

GENERAL SERVICES AGREEMENT WITH CALGON CARBON, A

DELAWARE CORPORATION FOR CAPITAL IMPROVEMENT PROJECT
NO. 75126 FILTER MEDIA REPLACEMENT AT THE JOHN JONES WATER

TREATMENT PLANT, FOR A TOTAL NOT-TO-EXCEED AMOUNT OF
$2,651,806 AND MAKE IT EFFECTIVE RETROACTIVELY FEBRUARY 1, 2025.

WHEREAS, the John Jones Water Treatment Plant (JJWTP) has the capacity to treat up to 30 million gallons a day (MGD) of water which flows through six filters, three on each side rated at 15 MGD; and
WHEREAS, the JJWTP shuts down the plant each year from approximately late November to early March to conduct routine and necessary maintenance and replacement of parts and equipment; and
WHEREAS, on November 19, 2024, under Resolution 2024-1 99, City Council awarded Calgon Carbon Corporation the contract for CIP 75126 to perform the filter media replacement at the JJWTP for a not-to-exceed amount of $1,206,475 with a term ending on February 28, 2026; and
WHEREAS, during
the initial inspection and preparation of the filters, it was identified that three of the six filters (Filters 4, 5, and 6) could not be put back into production due to severe defects in the underdrains; and
WHE
REAS, the underdrains are a vital part of the treatm ent process acting as a barrier and filtering out sand and media in the finish water; and WHEREAS, due to constraints on time to restart the plant and limited workspace it was determined that it is not in the City’s best interest to comply with the formal contract procedure ; and
WHEREAS, the contractor provided a proposal on February 19, 2025, as an additional task to replace the underdrains in filters 4-6 with the same type, brand (Xylem), and style as the 2008 Engineered Drawings at a cost of $1,445,328; and
Resolution 2025-

WHEREAS, there are no additional appropriations as the additional task comes from the 24/25 Water Treatment Plant Operations and Maintenance budget (Fund 511); and NOW,
THEREFORE, be it resolved as follows:

RESO
LVED: That the above recitals are true and correct; and be it, FURTHER RESOLVED: That the City Council of the City of Tracy, hereby determines that compliance with the Formal Contract Procedure for this project is not in the best interest of the City for these general services, the cost of which equal or exceed Fifty -Thousand and no/100ths ($50,000) dollars under Tracy Municipal Code 2.20.180(b)(4) because Calgon Carbon is already completing other work at the City’s Water Treatment Plant, including work on the underdrains and filter system, and bidding this work, requiring additional time and potentially resulting in two different contractors working on the same pieces of equipment at the same time, would be detrimental to ensuring the filter system is offline for as short a period as possible and that the equipment functions as designed in an integrated, seamless manner with uninterrupted, reliable water service; and be it
FURTHER RESOLVED: That the City Council authorizes the execution of Amendment No. 1 to the General Services Agreement with Calgon Carbon, a Delaware Corporation for Capital Improvement Project No. 75126 Filter Media Replacement at the John Jones Water Treatment Plant, for a total not-to-exceed amount of $2,651,806; and be it FURTHER RESOLVED: That the City Council authorizes the retroactive effective date for the total not-to-exceed amount of $2,651,806 to February 1, 2025; and be it FURTHER RESOLVED : That the City Council finds the actions taken herein are not considered as a Project as defined by Section 21065 of the Public Resource Code and are exempt from CEQA (California Environment Quality Act) review and are also exempt from CEQA review under CEQA Guidelines Section 15301 as repairs to an existing facility. * * * * * * * * * * * * * *
The foregoing Resolution 2025-_ ____ was adopted by the Tracy City Council on 1st day o
f April, 2025, by the following vote:

AYES: CO
UNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTENTION: COUNCIL MEMBERS:
___________________________________________

DAN ARRI
OLA
Mayor of the City of Tracy, California
ATTEST
:

NECY LOPEZ
Acting City Clerk and Clerk of the Council of the
City of Tracy, California
April 1, 2025
Agenda Item 1.E

RECOMMENDATION
Staff recommend that the City Council adopt a resolution:
(1) Awarding a construction contract to Mozingo Construction, Inc. of Oakdale, California, in the amount of $7,048,372 for construction of the Recycled Water Expansion Project – Pipelines, Capital Improvement Project 74168 (Project); (2) Authorizing the City Manager to approve change orders up to the contingency amount of $704,837; and (3) Authorizing a Not-to-Exceed Construction Budget of $ 7,903,209.

EXECUTIVE SUMMARY
This agenda item seeks adoption of a Resolution by the City Council approving the construction of the Recycled Water Expansion Project - Pipelines, Capital Improvement Project (CIP) 74168 (Project). Staff recommends the City Council award a Construction Contract (Contract) (Attachment A) to Mozingo Construction Inc., of Oakdale, California (Contractor) for a contract price of $7,048,372; authorize the City Manager to approve change orders for up to $704,837; approve an additional estimated City overhead, permit fees, materials testing, and similar costs budget of $150,000; and authorize a total not-to-exceed budget of $7,903,209 for construction of this Project. The Contractor is the lowest responsive and responsible bidder selected from the bids submitted in response to the request for competitive bids advertised on November 29, 2024.

Staff were recently successful in resolving long-standing right of way issues with the Union Pacific Railroad. The Project is funded in part by a state Department of Water Resources grant, for which the deadline to complete the Project is presently February 2026. Staff continues to engage with the City’s Legislators, Lobbyist, and Department of Water Resources staff regarding possible extension of that deadline to reduce the risk of not meeting the Project completion deadline if there are construction delays. Staff recommends approval of the construction contract for the Project.

BACKGROUND AND LEGISLATIVE HISTORY
The Recycled Water Expansion Project, CIP 74168, is an approved 2012 Water Master Plan Capital Improvement Project that consists of two projects: the extension of the existing recycled water distribution system in Lammers Road and the construction of the Zone B recycled water pump station. A grant for both projects from the Department of Water Resources, in the amount of $20,000,000, was accepted by the City pursuant to Resolution 2022-050. Notice-Inviting-Bids for construction work for the pipeline extension and the pump station were advertised separately.

The recycled water distribution system extension project includes installation of 6,805 linear feet of pipe, consisting of two parallel thirty (30) inch non-potable water mains in Lammers Road.

The Project is primarily in unincorporated Tracy, in the San Joaquin County (County) jurisdictional authority (Attachment B). The County encroachment permit will require that traffic be maintained on S. Lammers Road throughout construction. The pipeline alignment also requires a subsurface “jack and bore” crossing, through the Union Pacific Railroad (UPRR) right of way, east of the UPRR crossing at Western Pacific and Lammers. A UPRR encroachment permit was recently approved in March 2025, after nearly 18 months and five design submittals.

Staff appreciates the recent ROW approval for the project by UPRR.

Agenda Item 1.E
April 1, 2025

The delay in right of way approval has created a shorter construction period for completion of the projects before the deadline stipulated by the grant.

The pipeline extension will run from the termination point of the existing recycled water system, just north of the Byron Bethany Irrigation District (BBID) canal at W. Schulte & Lammers Road, to Valpico Road. Once completed, it will provide recycled water to the Tracy Lakes Master Planned Community development and the future Zone C recycled water pump station.

Construction work is anticipated to begin in May of 2025, depending on the availability of pipe materials, and will continue through the end of January 2026.

Staff prepared the plans, specifications, and bid documents for the construction of the pipeline Project and advertised for competitive bids on November 29, 2024. The pipeline installation work was separated into a base bid and two additive bid items. The base bid was for construction of the pipeline in Lammers Road north of Valpico Road. Additive Bid Item No. 1 was for construction through the UPRR right of way and Additive Bid Item No. 2 was for the construction south of Valpico Road.

Seven bids were received and publicly opened on January 9, 2025, at 2:00 p.m. with the following results:

Contractor City Base Bid Amount
Mozingo Construction, Inc. Oakdale $ 4,799,177
ARB, Inc. Lake Forest $ 4,973,946
Mountain Cascade, Inc. Livermore $ 5,019,774
KJ Woods Construction, Inc. South San Francisco $ 5,878,000 Ranger Pipelines, Inc. San Francisco $ 6,503,258
Garney Pacific, Inc. Tracy $ 6,908,062
Cratus, Inc. San Francisco $ 6,960,664

ANALYSIS
The lowest bidder, Mozingo Construction, Inc., of Oakdale, California, is responsive and responsible. The base bid amount was used for determination of the lowest bidder. The bidder has the appropriate contractor’s license in active standing with the State of California and has completed similar projects. Staff request the City Council approve a contract for the base bid, the recycled water pipeline in Lammers Road north of Valpico Road, and the additive bid item No.1, the additional recycled water pipeline through the UPRR right of way, for a contract price of $7,048,372.

Staff are also seeking City Council authorization of a contingency amount of $704,837, representing ten (10) percent of the Construction Contract Cost. Tracy Municipal Code Section

2.20.090(b) authorizes the City Manager to approve change orders up to the contingency amount approved by City Council.

The total estimated construction cost of this Project, including the contract amount, includes a 10% construction contract contingency which staff are recommending the City Manager be authorized to implement, as needed. City costs related to staff time, construction management and inspection, encroachment permits, design support, and all soft costs related to the construction contract, if awarded to the Contractor, include the following:

Agenda Item 1.E
April 1, 2025

Construction Base Bid $ 4,799,177
Alternate Bid Item 1 $ 2,249,195
Contingency (10%) $ 704,837
Staff time, permit fees, materials testing, etc. $ 150,000 Total Project Budget $ 7,903,209
• Costs for consultant construction management and design support services for the recycled water pipeline construction were previously encumbered and are included in the project expenses shown below.

West Yost Associates, Inc. (Consultant) will be providing construction management services for the project, under a Professional Services Agreement approved pursuant to Resolution 2024- 026, approved by City Council on March 5, 2024. The Consultant will provide on-going public outreach information throughout construction and provide updates about traffic controls, temporary road closures, and construction progress that will be coordinated with the City’s Public Information Officer, posted on social media, and coordinated with the City’s Engineering, Transit, Operations, and Police Departments, Tracy Unified School District, San Joaquin County Public Works and with the South San Joaquin County Fire Authority.

FISCAL IMPACT
The Project is a Master Plan improvement funded by development impact fees. Under the adopted Water Master Plan Update, the project is eligible for $18,475,878 in recycled water impact fees. The available impact fees in the TIMP Recycled Water fund of $4,624,528 have been allocated to the Project. A grant for the Project, from the Department of Water Resources, in the amount of $20,000,000, was accepted by the City pursuant to Resolution 2022-050. The proposed construction contract requires the contractor to complete the project by the February 2026 grant deadline.

Construction work is anticipated to begin in May of 2025 and will continue through the end of February 2026. There is a risk, if there are insurmountable construction delays preventing completion by the deadline, of that grant funding not being provided. Staff continues to engage with the City’s Legislators, Lobbyist, and Department of Water Resources staff regarding possible extension of that deadline to reduce the risk of not meeting the Project completion deadline should there be extensive construction delays.

The Recycled Water Expansion Project, CIP 74168, has an approved budget of $24,624,528 and a current available balance of $17,703,569. The Project is a Master Plan improvement fully funded by development impact fees and grant funding. There are sufficient funds in the CIP to award the construction contract as follows:

Funding Source Budget Expense Balance
368 - TIMP Recycled Water $ 4,624,528 $ 1,612,998 $ 3,011,530 525 – Wastewater Grants $ 20,000,000 $ 5,307,961 $ 14,692,039 Totals $ 24,624,528 $ 6,920,959 $ 17,703,569
Agenda Item 1.E
April 1, 2025

When additional impact fee funding becomes available, the recycled water main pipelines will be extended south on Lammers, to serve the future Tracy Hills Recycled Water system and recycled water exchange pipeline will discharge of dechlorinated recycled water to the Delta Mendota Canal, as part of a water exchange program with the State, that will allow the City to bank water for future water supply needs.

PUBLIC OUTREACH/ INTEREST
Public Outreach will include notifications to residents, public safety department, schools, transit and impacted businesses, when the construction schedule is determined, and will address timing of construction work and possible road closures.

Prior to the start of construction, Public Outreach about the construction timeline will be distributed by mail to impacted residents on Lammers Road, the homeowners’ associations of Redbridge and Ellis, and posted on social media with updates throughout the project.

COORDINATION
The Utilities Division of the Public Works Department has coordinated with San Joaquin County Public Works, Union Pacific Railroad, the Byron Bethany Irrigation District, City Transit, Operations, and Police Departments, Tracy Unified School District and the South San Joaquin County Fire Authority. Staff also continues to engage with the City’s Legislators, Lobbyist, and Department of Water Resources staff regarding possible extension of the grant deadline.

CEQA DETERMINATION
The Initial Study and California Environmental Quality Act (CEQA) Negative Declaration for the Project was adopted by City Council pursuant to Resolution 2017-020 and subsequently staff filed a Notice of Determination with San Joaquin County.

STRATEGIC PLAN
This agenda item supports the City of Tracy’s Quality of Life Strategic Priority.

ACTION REQUESTED OF THE CITY COUNCIL
Adopt a resolution:
(1) Awarding a construction contract to Mozingo Construction, Inc. of Oakdale, California, in the amount of $7,048,372 for construction of the Recycled Water Expansion Project – Pipelines, Capital Improvement Project 74168 (Project); (2) Authorizing the City Manager to approve change orders up to the contingency amount of $704,837; and
(3) Authorizing a Not-to-Exceed Construction Budget of $7,903,209.

Agenda Item 1.E
April 1, 2025

Prepared by: Ilene Macintire, Senior Civil Engineer
Reviewed by: Gordon MacKay, Interim Public Works Director Stephanie Reyna-Hiestand, Assistant Director of Utilities Sara Castro, Director of Finance
Andrew Shen, Interim City Attorney
Karin Schnaider, Assistant City Manager
Approved by: Midori Lichtwardt, City Manager

ATTACHMENTS
A – Construction Contract
B- Location Map

TRACY RECYCLED WATER SYSTEM CONTRACT

EXPANSION PROJECT - PIPELINE
CIP 74168 C-1
Contract
This public works contract (“Contract”) is entered into by and between the City of Tracy (“City”) and ______________________________________ (“Contractor”) for work on the TRACY RECYCLED WATER SYSTEM EXPANSION PROJECT - PIPELINE, CIP 74168 (“Project”).

The part
ies agree as follows:

1. Awa
rd of Contract. In response to the Notice Inviting Bids, Contractor has submitted a Bid Proposal to perform the Work to construct the Project. On _____________, 20___, City authorized award of this Contract ___________ to Contractor for the amount of Contractor’s bid.

2. Con
tract Documents. The Contract Documents incorporated into this Contract include and are comprised of all of the following (subject to the order of precedence in Section 3.2 of the General Conditions):

2.1 Not
ice Inviting Bids;

2.2 Instructions to Bidders;

2.3 Addenda, if any;

2.4 Bid Proposal and attachments thereto;

2.5 Contract;

2.6 Payment, Performance and Warranty Bonds;

2.7 General Conditions;

2.8 Special Conditions;

2.9 Project Drawings and Specifications;

2.10 Change Orders and Contract amendments, if any;

2.11 Notice of Award;

2.12 Notice to Proceed; and

2.13 T he following: No Other Documents.

3. Con
tractor’s Obligations. Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents. Contractor must provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including all necessary labor, materials, supplies, tools, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor must use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents.

4. Paymen
t. As full and complete compensation for Contractor’s timely performance and completion of the Work in strict accordance with the terms and conditions of the Contract Documents, City will pay Contractor _____________________________________Dollars ($___________________) (the “Contract Price”) for all of Contractor’s direct and indirect costs to perform the Work, including all labor, materials, supplies, equipment, taxes, insurance, bonds and all overhead costs, in accordance with the payment provisions in the General Conditions.

5. Tim
e for Completion. Contractor will complete the Work for the Project within three hundred sixty-four (364) Contract days from the commencement date given in the Notice to Proceed (“Contract Time”). By signing below, Contractor expressly waives any claim for delayed early completion.

6. Liquidated Damages. If Contractor fails to complete the Work within the Contract Time, City will assess liquidated damages in the amount of $2,000.00 for each calendar day of unexcused delay in completion, and the Contract Price will be reduced accordingly.

VOLUME 1
Mozingo Contruction, Inc.
25 April 1
Seven million forty eight thousand three hundred seventy two 7,048,372
Attachment A

TRACY RECYCLED WATER SYSTEM CONTRACT

EXPANSION PROJECT - PIPELINE
CIP 74168 C-2

7. Labor Code Compliance.

7.1 Gener
al. This Contract is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, including requirements pertaining to wages, working hours and workers’ compensation insurance. Contractor shall comply with all other applicable federal, state, and local laws, regulations and policies pertaining to labor standards insofar as those laws, regulations and policies apply to the performance of this Contract, including any applicable City employment requirements, including but not limited to, the City’s Local Hiring Policy (attached as Exhibit 1 to this Contract).

7.2 Pre
vailing Wages. This Project is subject to the prevailing wage requirements applicable to the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the Work, including employer payments for health and welfare, pension, vacation, apprenticeship and similar purposes. Copies of these prevailing rates are available online at http://www.dir.ca.gov/DLSR.

7.3 DIR
Registration. City will not enter into the Contract with a bidder, without proof that the bidder and its Subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work under Labor Code section 1725.5, subject to limited legal exceptions.

8. Workers’ Compensation Certification. Under Labor Code section 1861, by signing this Contract, Contractor certifies as follows: “I am aware of the provisions of Labor Code section 3700 which
require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I
will comply with such provisions before commencing the performance of the Work on this
Contract.”

9. Conflicts of Interest. Contractor, its employees, Subcontractors and agents, may not have, maintai
n or acquire a conflict of interest in relation to this Contract in violation of any City ordinance
or policy or in violation of any California law, including under Government Code section 1090 et
seq. and under the Political Reform Act as set forth in Government Code section 81000 et seq. and its accompanying regulations. Any violation of this Section constitutes a material breach of the Contract.

10. Independent Contractor. Contractor is an independent contractor under this Contract and will have control
of the Work and the means and methods by which it is performed. Contractor and its Subcontractors
are not employees of City and are not entitled to participate in any health, retirement, or any other employee benefits from City.

11. Notice. Any
notice, billing, or payment required by or pursuant to the Contract Documents must be made in writing, signed, dated and sent to the other party by personal delivery, U.S. Mail, a reliable overnight delivery service, or by email as a PDF (or comparable) file.

Notice is
deemed effective upon delivery unless otherwise specified. Notice for each party must be given as follows:

City:

Public Works Department, Utilities Division
Attn:

Stephanie Reyna-Hiestand, Assistant Director of Utilities Address: 3900
Holly Road
City/State/Zip: Tracy, CA 95376
Email: [email protected]
Copy to: Necy Lopez, Acting City Clerk
VOLUME 1

TRACY RECYCLED WATER SYSTEM CONTRACT

EXPANSION PROJECT - PIPELINE
CIP 74168 C-3
Con
tractor:

Name:

Address:

City/State/Zip:

Phone:

Attn:

Email:

Copy to:

12. G
eneral Provisions.

12.1 As
signment and Successors. Contractor may not assign its rights or obligations under this Contract, in part or in whole, without City’s written consent. This Contract is binding on Contractor’s and City’s lawful heirs, successors and permitted assigns.

12.2 Th
ird Party Beneficiaries. There are no intended third-party beneficiaries to this Contract except as expressly provided in the General Conditions or Special Conditions.

12.3 Go
verning Law and Venue. This Contract will be governed by California law and venue will be in the Superior Court of San Joaquin County, and no other place.

12.4 Am
endment. No amendment or modification of this Contract will be binding unless it is in a writing duly authorized and signed by the parties to this Contract.

12.5 In
tegration; Severability. This Contract and the Contract Documents incorporated herein, including authorized amendments or Change Orders thereto, constitute the final, complete, and exclusive terms of the agreement between City and Contractor. If any provision of the Contract Documents, or portion of a provision, is determined to be illegal, invalid, or unenforceable, the remaining provisions of the Contract Documents will remain in effect.

12.6 Au
thorization. Each individual signing below warrants that he or she is authorized to do so by the party that he or she represents, and that this Contract is legally binding on that party. If Contractor is a corporation, at least two signatures are required pursuant to California Corporation Code section 313: (1) one from an officer on the operations side of the corporation (such as president, vice president, chief operating officer, etc.); and (2) one from the finance side of the corporation (such as the chief financial officer, treasurer, etc.) or from the corporate secretary.

Alternatively, if only one signature will be obtained from a corporation, attach the corporate resolution authorizing that individual to bind the corporation to contracts. [Si
gnatures are on the following page.]
VOLUME 1
Mozingo Contruction, Inc.
751 Wakefield Ct
Oakdale, CA 95361
209-848-0160
Jeff Graham
[email protected]
[email protected]

TRACY RECYCLED WATER SYSTEM CONTRACT

EXPANSION PROJECT - PIPELINE
CIP 74168 C-4
The parties agree to this Contract as witnessed by the signatures below:

CITY:

Approved as to for m:
s/ s/
Andrew Shen,Interim City Attorney
Date: Date:

Attest:
s/ , City Clerk
Necy Lopez
Date:

CONTRACTOR:

Business Name
s/ Seal:

Name/Title [print]
Date:

Second Sig
nature (See Section 12.6):
s/
Name/Title [print]
Date:

Contractor’s California License Number(s) and Expiration Date(s)

END OF CONT
RACT
VOLUME 1
Dan Arriola, Mayor
Mozingo Contruction, Inc.

City of Tracy
, Acting City Clerk
vi
TRACY RECYCLED WATER SYSTEM EXPANSION PROJECT – PIPELINE, CIP 74168

LOCATION MAP
City of T
racy
VOLUME 1
Attachment B

APPROVED AS TO FORM AND LEGALITY
________________________
CITY
ATTORNEY’S OFFICE
TRACY

CITY COUNCIL
RES
OLUTION NO. _______________
(1) AWARDING A CONSTRUCTION CONTRACT TO MOZINGO
CONSTRUCTION, INC., OF OAKDALE, CALIFORNIA, IN THE AMOUNT OF $7,048,372 FOR THE CONSTRUCTION OF THE RECYCLED WATER EXPANSION PROJECT – PIPELINES, CAPITAL IMPROVEMENT
PROJECT 74168;
(2) AUTHORIZING THE CITY MANAGER TO APPROVE CONSTRUCTION

CONTRACT CHANGE ORDERS UP TO THE CONTINGENCY AMOUNT
OF $704,837, PURSUANT TO TRACY MUNICIPAL CODE SECTION

2.20.090(b); AND
(3) AUTHORIZING A NOT-TO-EXCEED CONSTRUCTION BUDGET OF
$7,903,209.

WHEREAS, the Recycled Water Expansion Project, is an approved Capital Improvement Project (CIP) identified in the 2012 Water Master Plan and is eligible for impact fee funding of $18,475,878, under the adopted Water Master Plan Update; and WHEREAS; the City ac cepted a grant from the Department of Water Resources in the amount of $20,000,000 pursuant to Resolution 2022-050; and WHEREAS, the available recycled water impact fees of $4,624,528 have been allocated to the CIP; and
WHEREAS, on November 29, 2024, staff prepared the plans, specifications, and bid documents for the Recycled Water Expansion Project - Pipelines, Capital Improvement Project (CIP) 74168, for competitive bids; and
WHEREAS, the bid documents included three (3) schedules: Base Bid, Additive Bid Item No. 1 (ABI-1) for pipeline work in the UPRR right of way, and Additive Bid Item No. 2 (ABI- 2) for pipeline work south of Valpico; and
WHEREAS, bids were received and publicly opened on January 9, 2025, at 2:00 p.m., and resulted in the following base bids:
$ 4,799,177
$ 4,973,946
$ 5,019,774
$ 5,878,000
$ 6,503,258
$ 6,908,062
Mozingo Construction, Inc.

ARB, Inc.

Mountain Cascade, Inc.

KJ Woods Construction, Inc.

Ranger
Pipelines, Inc.

Garney
Pacific, Inc.

Cratus, Inc. $ 6,960,664 ; and
Resolution 2025-

WHEREAS, the Base Bid amount was used to determine the lowest bidder; and WHEREAS, Mozingo Construction, Inc. is responsive and responsible, has the appropriate contractor’s license in active standing with the State of California and has completed similar projects; and
WHEREAS, the Project will be funded by CIP 74168, which has a current available budget of $17,703,569, that includes a combination of funds from recycled water impact fees and grant funding; and
WHEREAS, adequate funding is available in the project to fund the construction of the Base Bid and Additive Bid Item No. 1. The not-to-exceed construction budget is $7,903,209, including the contract amount of $7,048,372 for Mozingo Construction, Inc., including the Base Bid and Additive Bid Item-1 schedules, the contingency of $704,837 and an additional estimated City overhead, permit fees, materials testing, etc., of $150,000; and WHEREAS, the total project cost amount has been previously appropriated and fully funded pursuant to City Council’s approval of the Recycled Water Expansion Project - Pipelines, Capital Improvement Project (CIP) 74168, which is an approved project in the City’s Capital Improvement Plan; sufficient funds are available in the CIP for the current project budget; and NOW, THEREFORE, be it resolved as follows:

RES
OLVED: That the above recitals are true and correct; and be it FURTHER RESOLVED: The Initial Study and California Environmental Quality Act (CEQA) Negative Declaration for the Project was adopted by City Council pursuant to Resolution 2017-020 and subsequently a Notice of Determination was filed with San Joaquin County; and be it
FURTHER RESOLVED: That the City Council hereby awards a construction contract to Mozingo Construction,
Inc., of Oakdale, California in the amount of $7,048,372 for the Recycled Water Expansion Project - Pipelines, Capital Improvement Project (CIP) 74168; and be it FURTHER RESOLVED: That the City Council her eby authorizes the City Manager to approve construction contract change orders up to the contingency amount of $704,837, if needed, pursuant to Tracy
Municipal Code Section 2.20.090(b); and be it
FURTHER RESOLVED: That the City Council her eby authorizes the not-to-exceed construction budget of $7,903,209.
* * * * * * * * * * * * * *
Resolution 2025-

The foregoing Resolution 2025-_ ____ was adopted by the Tracy City Council on the 1st day of April, 2025, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTENTION: COUNCIL MEMBERS:
__________________________________________

DAN ARRIOLA
Mayor of the City of Tracy, California
ATTEST:_____________________________

NECY LOPEZ
Acting City Clerk and Clerk of the Council of the
City of Tracy, California
April 1, 2025

Agenda Item 1.F

RECOMMENDATION

Staff recommends that the City Council adopt a resolution (1) accepting public improvements as complete for the Tracy Desalination Plant constructed by Combined Solar Technologies, Inc., (2) authorizing the City Engineer to release bonds for the public improvements in accordance with the Tracy Municipal Code Section 12.36.080, and (3) authorizing the City Clerk to file the Notice of Completion for improvements with the San Joaquin County Recorder’s Office.

EXECUTIVE SUMMARY

Combined Solar Technologies, Inc. (Developer), has completed public improvements for Tracy Desalination Plant in accordance with project plans and specifications. Public improvements include improvements along the Arbor Road frontage of the Tracy Desalination Plant and the Heirloom Carbon Technologies, Inc. facility. Staff recommends City Council accept the improvements as completed, allow the City Clerk to file the Notice of Completion, and authorize the City Engineer to release the Developer’s bonds.

BACKGROUND AND LEGISLATIVE HISTORY

On June 26, 2019, Developer’s Development Review Application D19-0003 was approved by City Manager for development of a 550,000 gallon per day desalination plant on a five-acre site located at 9251 West Arbor Avenue (Assessor’s Parcel Number 212-160-11), as shown on Attachment A, subject to conditions of approval.

On May 1, 2021, by Resolution No. 2021-075, City Council approved the Mitigated Negative Declaration for the Tracy Desalination and Green Energy Project, prepared in accordance with the requirements of the California Environmental Quality Act (CEQA) and the CEQA Guidelines.

On December 14, 2022, by a Determination of the Development Services Director for Application D22-0039, an Addendum to the Mitigated Negative Declaration for the Tracy Desalination and Green Energy Project, prepared consistent with the requirements of CEQA Guidelines Section 15162 and 15164, was approved allowing the Heirloom Carbon Technologies project to proceed.

On May 26, 2021, the City Engineer signed offsite improvement plans entitled “Offsite Improvement Plans Tracy Desalination Plant”, prepared by Siegfried and containing 27 sheets, on behalf of Developer. The offsite improvements are generally located on Holly Drive north of Arbor Road as shown on Attachment A. Public improvements include installation of curb, gutter, sidewalk, street lighting, irrigation and landscaping along the Holly Drive frontage. The offsite improvements support the Tracy Desalination Plant and the Heirloom Carbon Technologies site, which is owned in fee by the City of Tracy and leased to Developer.

An Offsite Improvement Agreement was worked on and delayed for administrative reasons by the City. The Developer started and completed the public improvements during that time.

Because the public improvements are completed according to the approved plans and Agenda Item 1.F
April 1, 2025

specifications, Staff recommends accepting the improvements without executing the Offsite Improvement Agreements.

Developer furnished cash bonds to ensure completion of public improvements in the following amounts:

Bond Type Amount
Performance $ 193,974
Labor and Material $ 193,974
Warranty $ 19,397

ANALYSIS

Developer has completed all work required to be done in accordance with approved plans and specifications and has requested acceptance of the public improvements. The City Engineer has inspected the completed work and confirmed that the improvements conform to the approved plans and specifications. Notice of Completion should be filed by the City Clerk, to be recorded at San Joaquin County Recorder’s Office.

A cash bond was provided by Developer to assure completion of public improvements in the amount of $193,974. Since Developer is also required to provide a one-year Warranty Bond in the amount of 10% of construction cost, $19,377 of the cash bond should be retained by the City for a period of one year from the date of this acceptance.

The amount of $174,577 (Performance Bond less Warranty Bond) should be released 30 days after the recordation of Notice of Completion, in accordance with Civil Code §9356. The balance of $19,377 may be released one year after City acceptance of improvements and warranty work is completed.

All lands on which this project was constructed are owned by the City in fee title. No additional land dedications were required.

FISCAL IMPACT

All improvements were completed by the Developer in accordance with the approved plans and specifications and there is no fiscal impact associated with the requested actions.

The estimated cost of the public improvements is as follows:

Cost Breakdown
Roadway Improvements $ 53,506
Sanitary Sewer $ 13,143
Street Lighting $ 19,800
Landscaping $ 107,525
Total $ 193,974
Agenda Item 1.F
April 1, 2025

PUBLIC OUTREACH / INTEREST

Not applicable

COORDINATION
Project construction activities were coordinated with City of Tracy Public Works Department.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION An analysis of the public improvements showed that there would be no significant on-site or off- site impacts as a result of this project which were not already evaluated in the Mitigated Negative Declaration for the Tracy Desalination and Green Energy Project, as amended for the Heirloom Carbon Technologies project, as traffic, air quality, land use and other potential cumulative impacts had already been considered within the original environmental documentation. No new evidence of potentially significant effects had been identified for the public improvements, and therefore, no further environmental review was needed prior to Developer’s commencement of construction.

STRATEGIC PLAN

This agenda item is consistent with the Council approved Economic Development Strategy to ensure physical infrastructure necessary for development.

ACTION REQUESTED OF THE CITY COUNCIL

Staff recommends that the City Council adopt a resolution (1) accepting public improvements as complete for the Tracy Desalination Plant constructed by Combined Solar Technologies, Inc., (2) authorizing the City Engineer to release bonds for the public improvements in accordance with the Tracy Municipal Code Section 12.36.080, and (3) authorizing the City Clerk to file the Notice of Completion for improvements with the San Joaquin County Recorder’s Office.

Prepared by: Miguel Hernandez, Construction Project Manager Reviewed by: Sara Castro, Finance Director
Andrew Shen, Interim City Attorney
Karin Schnaider, Assistant City Manager
Approved by: Midori Lichtwardt, City Manager
ATTACHMENTS:

Attachment A - Location Map

Attachment A

APPROVED AS TO FORM AND LEGALITY

CITY ATTORNEY’S OFFICE

TRACY CITY COUNCIL
RESOLUTION NO.

1. ACCEPTING PUBLIC IMPROVEMENTS AS COMPLETE FOR THE TRACY

DESALINATION PLANT, CONSTRUCTED BY COMBINED SOLAR
TECHNOLOGIES, INC;

2. AUTHORIZING THE CITY ENGINEER TO RELEASE BONDS FOR THE PUBLIC

IMPROVEMENTS IN ACCORDANCE WITH THE TRACY MUNICIPAL CODE SECTION 12.36.080; AND

3. AUTHORIZING THE CITY CLERK TO FILE THE NOTICE OF COMPLETION FOR IMPROVEMENTS WITH THE SAN JOAQUIN COUNTY RECORDER’S OFFICE.

WHEREAS, Combined Solar Technologies, Inc. (Developer), has completed public improvements for the Tracy Desalination Plant (Improvements) in accordance with approved plans; and

WHEREAS, on June 26, 2019, City Manager approved Development Review Application D19-0003 for development of the Tracy Desalination Plant, a 550,000 gallon per day desalination plant on a five-acre site located at 9251 West Arbor Avenue (Assessor’s Parcel Number 212-160-11), subject to conditions of approval; and

WHEREAS, on May 1, 2021, by Resolution No. 2021-075, City Council approved the Mitigated Negative Declaration for the Tracy Desalination and Green Energy Project, prepared in accordance with the requirements of the California Environmental Quality Act (CEQA) and the CEQA Guidelines; and

WHEREAS, On December 14, 2022, by a Determination of the Development Services Director for Application D22-0039, an Addendum to the Mitigated Negative Declaration for the Tracy Desalination and Green Energy Project, prepared consistent with the requirements of CEQA Guidelines Section 15162 and 15164, was approved allowing the Heirloom Carbon Technologies project to proceed; and
WHEREAS, on May 26, 2021, the City Engineer signed offsite improvement plans entitled “Offsite Improvement Plans Tracy Desalination Plant”, prepared by Siegfried and containing 27 sheets, on behalf of Developer, for construction of Improvements. Improvements include installation of curb, gutter, sidewalk, street lighting, irrigation and landscaping along the Holly Drive frontage of both the Tracy Desalination Plant and Heirloom Carbon Technologies project; and
Resolution 2025-

WHEREAS, the estimated cost of Improvements is as follows:

Roadway Improvements $ 53,506
Sanitary Sewer $ 13,143
Street Lighting $ 19,800
Landscaping $ 107,525
Total $ 193,974; and

WHEREAS, unfortunately, the City did not enter into a standard Offsite Improvement Agreement with the Developer in accordance with the Tracy Municipal Code and staff is ensuring such oversight does not occur again; and

WHEREAS, the City Engineer has inspected the Improvements and found them to be completed in accordance with the approved plans and staff recommends accepting the Improvements notwithstanding the lack of the Offsite Improvement Agreement; and

WHEREAS, the Developer provided cash bonds for Improvements as follows:

Bond Type Amount
Performance $ 193,974
Labor and Material $ 193,974
Warranty $ 19,397; and

WHEREAS, Faithful Performance Bonds may be released upon acceptance of improvements by the City; Labor and Material Bonds may be released 30 days after the recordation of the Notice of Completion as the statute of limitations period expires in accordance with Civil Code §9356; Warranty Bond may be released one year after City acceptance of improvements and warranty work is completed; and
WHEREAS, an analysis of the public improvements showed that there would be no significant on-site or off-site impacts as a result of the Improvements which were not already evaluated in the Mitigated Negative Declaration for the Tracy Desalination and Green Energy Project, as amended for the Heirloom Carbon Technologies project, as traffic, air quality, land use and other potential cumulative impacts had already been considered within the original environmental documentation. No new evidence of potentially significant effects had been identified for the Improvements, and therefore, no further environmental review was needed prior to Developer’s commencement of construction; now, therefore, be it

RESOLVED: That the City Council hereby accepts the Improvements for the Tracy Desalination Plant in accordance with approved plans; and be it FURTHER RESOLVED: That the City Council authorizes the City Engineer to release Developer bonds in accordance with Tracy Municipal Code section 12.36.080; and be it

FURTHER RESOLVED: That the City Council hereby determines that this action does not raise any new unforeseen physical impacts not previously analyzed in the Mitigated Negative Declaration for the Tracy Desalination and Green Energy Project, as amended for the Heirloom Carbon Technologies project; no new evidence of potentially significant effects had Resolution 2025-

been identified for the Improvements, and therefore no further environmental review was needed prior to Developer’s commencement of construction of the Improvements; and be it FURTHER RESOLVED: That City Council authorize the City Clerk to file Notice of Completion with San Joaquin County Recorder’s Office.

* * * * * * * * * * * * * *

The foregoing Resolution 2025- was adopted by the Tracy City Council on the 1st day of April 2025, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTENTION: COUNCIL MEMBERS:

DAN ARRIOLA
Mayor of the City of Tracy, California

ATTEST:

NECY LOPEZ
Acting City Clerk and Clerk of the Council of the
City of Tracy, California
April 1, 2025
Agenda Item 1.G

RECOMMENDATION
Staff
recommends that the City Council adopt a resolution:
(1) making
a determination that strict compliance with the standard bidding process is not in the best interests of the City pursuant to Tracy Municipal Code

2.20.180(b)(4) and dispensing such requirements for actions herein; and (2) approving
a License Agreement with Magnet Forensics, LLC for the renewal and maintenance of the Tracy Police Department’s Axiom and GrayKey digital forensic technology for a 12-month term not to exceed $63,830.

EXECUTIVE SUMMARY
This agenda item seeks adoption of a resolution by the City Council determining that strict compliance with the bidding process is not in the best interest of the City for the renewal and maintenance of the Tracy Police Department’s (TPD) A xiom a nd GrayKey digital for
ensic technology, pursuant to Tracy Municipal Code 2.20.180(b)(4) and dispensing such requirements. The agenda items also seeks approval of a License Agreement with Magnet Forensics, LLC for the renewal and maintenance of this forensic software.

BACKGROUND AND LEGISLATIVE HISTORY
The TPD Investigations Unit has been utilizing GrayKey since 2018. GrayKey along with the Axiom bundle provides premier digital forensics software for Apple IOS devices. After a search warrant is obtained by investigators from a judge, GrayKey can gain access to mobile devices. Often during complex and high priority investigations time is of utmost i
mportance. With GrayKey and the Axiom bundle, TPD can gain access to evidentiary IOS devices that we would be unable to access without GrayKey. This prevents destruction of evidence or loss of digital evidence. TPD uses GrayKey for all Apple IOS devices during investigations.

ANALYSIS
GrayKey technology essentially copies all the data accessible on the mobile device. The data on the phone is then provided to the investigator in a readable and easy to use report so they can process the phone and look for any evi dence pertaining to t heir case. These cases include sexual assaults, narcotics cases including Fentanyl deaths, violent crime incidents and homicides. The Tracy Police Department Investigations Unit has been utilizing GrayKey
since 2018. The staff has completed a due diligence review process and confirmed that Magnet Forensics is still the exclusive supplier who can meet the City’s requirements,
particularly ensuring seamless service and integration into the City’s existing software systems.

T
PD desires to retain GrayKey because it is the p remier digital forensics software for Agenda Item 1.G
April 1, 2025

Apple IOS devices. Without GrayKey, investigations would be hindered by not having access to digital evidence on Apple IOS devices. Apple IOS devices are popular, and investigators routinely come across the devices during their investigations.

As Magnet Forensics, LLC is the exclusive provider for Digital Forensic Software and Hardware for Appl
e IOS devices, an exception to the procurement procedure requiring a procurement process can be made pursuant to Tracy Municipal Code 2.20.180(b)(4), when,
in the determination of the City Council, compliance with the procedure is not in the best interest of the City for those commodities, equipment or general services the costs of which equal or exceed Fifty Thousand and no/100ths ($50,000.00) Dollars.

FISCAL IMPACT
TPD has utilized GrayKey since 2018, with annual contracts as follows:
2018: $15,
030
2019: $30,000
2021: $42,666
2022: $45,995
2023: $45,995
2024: $54,390
Total: $234,076
The cost of this agreement is not to exceed $63,830 for a 12-month term and will be funded through the Police Department’s operational budget and includes:

Axio
m Advanced Bundle: $6,720
GrayKey License Premier Bundle: $57,110

PUBLIC OUTREACH/ INTEREST
This is a routine operational item for the Police Department. No public outreach or interest was sought.

COORDINATION
This is
a routine operational item for the Police Department. No coordination is needed.

CEQA DETERM

INATION
The proposed action is not a “project” under the California Environmental Quality Act.

Pursuant to CEQA Guidelines Section 15061(b)(3), there is no possibility that this action will have an effect on the physical environment.

STRATEGIC PLAN
This agenda item relates to Council’s St rategic Priorities for Public Safety, specifically to cont
inue to strengthen community safety through crime prevention reduction activities and continuing to enhance and implement the use of technology to generate evidence-based intelligence to enhance enforcement efforts.

Agenda Item 1.G
April 1, 2025

ACTION REQUESTED OF THE CITY COUNCIL
Staff recommends that the City Council adopt a resolution:
1) determining that strict compliance with the bidding process is not in the best interest of the
City pursuant to Tracy Municipal Code 2.20.180(b)(4) and dispensing such requirements for actions herein; and
2) approving a License Agreement with Magnet Forensics, LLC for the renewal and maintenance of the police department’s Axiom and GrayKey digital forensic technology for
a 12-month term not to exceed $63,830.

Prepared by
:

Reviewed
by:

Approved by:

Luis Mejia, Captain
Beth Lyons-McCarthy, Support Operations Manager
Sekou Millington, Chief of Police
Sara Castro, Finance Director
Karin Schnaider, Assistant City Manager
Andrew Shen, Interim City Attorney
Midori Lichtwardt, City Manager
Attachments
Attachment A: Magnet Forensics, LLC End User License Agreement Q-357370 - USD 57,110.00
Quotation
Address:

Magnet Forensics, LLC
931 Monroe Drive NE
Suite A102-340
Atlanta, Georgia 30308
United States
Phone: 519-342-0195
E-Mail
: [email protected]
Quote #:  Q-357370-1
Issue Date:  12 Feb, 2025
Expires On:  27 May, 2025
Bill To
Brian Cockey
Tracy Police Department
1000 Civic Center Dr
Tracy, California 95376
United States
(209) 831-6602
[email protected]
Ship To
Brian Cockey
Tracy Police Department
1000 Civic Center Dr
Tracy, California 95376
United States
(209) 831-6602
[email protected]
End User
Brian Cockey
Tracy Police Department
1000 Civic Center Dr
Tracy California 95376
United States
(209) 831-6602
[email protected]

PREPARED BY PHONE EMAIL PAYMENT TERM
Stephen Murray [email protected] Net 30 ITEM # PRODUCT NAME SMS DATES UNIT

SELLING
PRICE

QTY EXTENDED PRICE

GKL-ONF-
PR-B
GrayKey License - Premier Bundle 28 May, 2025
to
27 May, 2026
USD
57,110.00
1 USD 57,110.00
Sub-Total USD 57,110.00
Taxes USD 0.00
Grand Total USD 57,110.00
Serial Numbers:
65a120f2d4812612
82c21ff2d4912115
Prices subject to change upon quote expiry. Accurate sales tax will be calculated at the time of invoicing when applicable. If your company is tax exempt, please provide appropriate support with your signed quote. Hardware may be subject to additional fees related to delivery, import and export.

Terms & Conditions
Unless you have an existing written agreement with Magnet Forensics for the products and/or services listed in this quotation, by: (a) signing below, (b) submitting an Order to Magnet Forensics referencing this quotation, or (c) making payment for the products and/or related services listed in this quotation, you agree to the terms and conditions at http://magnetforensics.com/legal/ applicable to such products and/or services listed in this quotation to the exclusion of any differing or additional terms which may be found on your purchase order or similar document. By signing, you certify that you have the authority to bind your organization.

2 Docusign Envelope ID: F236CB41-F487-4453-B33F-778D8C6622B4 Attachment A
Q-357370 - USD 57,110.00
Magnet Forensics may adjust the software term start and/or end date, without increasing the total software license price, based on the date Magnet Forensics activates the software and provided that the total software license term length does not change.

Signature:

Date: ______/______/______
Name (Print):           Title:

Please sign and email to Stephen Murray at [email protected]

Docusign Envelope ID: F236CB41-F487-4453-B33F-778D8C6622B4 Peter Vreeswyk
Chief Financial Officer
Magnet Forensics, LLC
07-Mar-2025
Adam Belsher
Chief Executive Officer
Magnet Forensics, LLC
07-Mar-2025

Q-376266 - USD 6,720.00
Quotation
Address:

Magnet Forensics, LLC
931 Monroe Drive NE
Suite A102-340
Atlanta, Georgia 30308
United States
Phone: 519-342-0195
E-Mail
: [email protected]
Quote #:  Q-376266-1
Issue Date:  14 Jan, 2025
Expires On:  2 Apr, 2025
Bill To
Brian Cockey
Tracy Police Department
1000 Civic Center Dr
Tracy, California 95376
United States
(209) 831-6602
[email protected]
Ship To
Brian Cockey
Tracy Police Department
1000 Civic Center Dr
Tracy, California 95376
United States
(209) 831-6602
[email protected]
End User
Brian Cockey
Tracy Police Department
1000 Civic Center Dr
Tracy California 95376
United States
(209) 831-6602
[email protected]

PREPARED BY PHONE EMAIL PAYMENT TERM
Stephen Murray [email protected] Net 30 ITEM # PRODUCT NAME SMS DATES UNIT

SELLING
PRICE

QTY EXTENDED PRICE
6AXB200 Magnet AXIOM Advanced Bundle USD 0.00 1 USD 0.00 6AX210 Magnet AXIOM Advanced 3 Apr, 2025 to
2 Apr, 2026
USD
6,720.00
1 USD 6,720.00
5F000 Free Shipping USD 0.00 1 USD 0.00
Sub-Total USD 6,720.00
Taxes USD 0.00
Grand Total USD 6,720.00
Prices subject to change upon quote expiry. Accurate sales tax will be calculated at the time of invoicing when applicable. If your company is tax exempt, please provide appropriate support with your signed quote. Hardware may be subject to additional fees related to delivery, import and export.

Terms & Conditions
Unless you have an existing written agreement with Magnet Forensics for the products and/or services listed in this quotation, by: (a) signing below, (b) submitting an Order to Magnet Forensics referencing this quotation, or (c) making payment for the products and/or related services listed in this quotation, you agree to the terms and conditions at http://magnetforensics.com/legal/ applicable to such products and/or services listed in this quotation to the exclusion of any differing or additional terms which may be found on your purchase order or similar document. By signing, you certify that you have the authority to bind your organization.

2 Docusign Envelope ID: F236CB41-F487-4453-B33F-778D8C6622B4 Q-376266 - USD 6,720.00
Magnet Forensics may adjust the software term start and/or end date, without increasing the total software license price, based on the date Magnet Forensics activates the software and provided that the total software license term length does not change.

Signature:

Date: ______/______/______
Name (Print):           Title:

Please sign and email to Stephen Murray at [email protected]

Docusign Envelope ID: F236CB41-F487-4453-B33F-778D8C6622B4 Peter Vreeswyk
Chief Financial Officer
Magnet Forensics, LLC
07-Mar-2025
07-Mar-2025
Adam Belsher
Chief Executive Officer
Magnet Forensics, LLC

END USER

LICENSE AGREEMENT

Version 20240416 Page 1 of 16
This End User License Agreement (the “ Agreement”) is a legal agreement between You (the party who signs this Agreement) and Magnet Forensics respecting Your use of the accompanying Software and is effective as of the date of last signature (the “Effective Date”).

1 Definitions

1.1 “ Confidential Information” means any information regardless of form or medium, whether tangible or intangible, including any copies or fixations made thereof that is disclosed by discloser, or to which the recipient is provided access by discloser, that is proprietary or confidential to discloser or its affiliated companies, including, without limitation, information that specifies, concerns or is related to discloser’s intellectual property, Software, Documentation, Product, trade secrets, business operations, finances, customers, technical know -how, prototypes, designs, processes, products, services, or the development, testing or commercial exploitation of any of the foregoing that is either specifically identified as confidential prior to or at the time of its disclosure or that would reasonably be considered by a person knowledgeable in the industry to be proprietary or confidential in nature because of legends or other markings on the information, the circumstances of disclosure or the nature of the information itself. Confidential Information includes, without limitation, (i) information concerning the methods of use, internal components, features, functions and solutions of GrayKey and VeraKey Products, information found on the Magnet Forensics support website, and (ii) any copies, photographs, or other reproductions of the foregoing, whether or not marked as “confidential” or “proprietary.”

1.2 “ Documentation” means the electronic, printed or other form of documents that accompany delivery of the Product that provides information about installation, operation, and use of the Product.

1.3 “Hardware” means the physical components, devices, or equipment provided to you by Magnet Forensics used for the operation of the Software.

1.4 “ License Term” means the time period identified in Your Quotation or if no such period is identified in Your Quotation then for one (1) year commencing on the date the Software is available to You.

1.5 “ Magnet Forensics” has the meaning set out in Section 12.1.

1.6 “ Magnet Software” means the proprietary software of Magnet Forensics.

1.7 “Perpetual License” means a license purchased with a perpetual License Term as identified in a Quotation.

1.8 “Product” means the Magnet Forensics supplied products identified in the Quotation, which may include, Hardware, Software, and Support Services.

1.9 “ Quotation” means the quotation provided to You by Magnet Forensics or a Magnet Forensics authorised reseller outlining the terms, conditions, and pricing details for the licensing of Magnet Hardware, Software, and Support Services.

1.10 “ Software” means the Magnet Software and Third Party Software.

1.11 “ Support Services ” means the support services included in the Term License or separately purchased as part of the Perpetual License as indicated on Your Quotation and, in each case, described further in Section 4.1.

1.12 “ Term License” means a license purchased with a non-perpetual License Term as identified in a Quotation.

1.13 “ Third Party Software” means the copyrighted, patented or otherwise legally protected software of third parties (including open-source code components) incorporated into the Software.

1.14 “ User” means a single user who uses the Software as permitted by this Agreement or is otherwise provided access to the Software by You.

Docusign Envelope ID: F236CB41-F487-4453-B33F-778D8C6622B4

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LICENSE AGREEMENT

Version 20240416 Page 2 of 16

1.15 “ You”, and “ Your” means the entity that purchases the license for Software pursuant to this Agreement.

2 License Grant

2.1 License. The licensed rights to the Software granted to You by Magnet Forensics are as set out in Schedule A (Licensed Rights), Schedule B, and Schedule C to this Agreement, as applicable.

3 Fees, Taxes, and Delivery

3.1 Fees. You agree to pay Magnet Forensics all applicable fees identified in the Quotation within thirty (30) days from date of the invoice. Magnet Forensics shall invoice You upon the earlier of: (a) You issuing a purchase order to Magnet Forensics that relates to the Quotation; (b) Your signing the Quotation; and (c) Your written indication, by email or otherwise, of Your approval of the Quotation.

If You fail to pay any amount under this Agreement that is due and payable, and such failure remains unremedied for a period of thirty (30) days following written notice of default by Magnet Forensics, in addition to any other rights and remedies available to Magnet Forensics, Magnet Forensics shall be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by law.

3.2 Taxes. You are responsible for all taxes relating to Software and services identified in a Quotation (excluding any taxes based on the income of Magnet Forensics ). Unless otherwise indicated, all amounts payable by You under this Agreement are exclusive of any tax, duty, levy, or similar government charge. If You are required to withhold any taxes from payments owed under this Agreement, the amount of payment due shall automatically be increased to offset such tax, so that the amount actually remitted to Magnet Forensics shall equal the amount invoiced or otherwise due.

3.3 Delivery. Software will be provided by electronic means. Title and risk of loss to tangible products such as Hardware pass to you upon delivery, which occurs when Magnet Forensics places them with a carrier for shipment to you, freight prepaid.

4 Support Services

4.1 Support Services. Details of support packages can be found at www.magnetforensics.com/legal/.

4.2 Magnet Forensics does not require Your personal data to provide Support Services. If, however, as part of an incident resolution, You wish to provide Magnet Forensics with Your data or information (i.e. video footage, screen shots, case file data), You are solely responsible and liable in connection with the provision of such data to Magnet Forensics, including, without limitation, ensuring that the collection, processing and transfer of such data is in compliance with all applicable laws . Any data You choose to provide to Magnet Forensics in connection with the licensing and/or support of the Software shall be processed and stored in accordance with the confidentiality provisions of this Agreement and the Magnet Forensics Privacy Policy available at https://www.magnetforensics.com/legal/.

5 Intellectual Property Rights

5.1 License Only. Except for the limited license set forth herein, You do not acquire any intellectual property rights to the Product or Documentation under this Agreement, including, without limitation, any right, title or interest in and to patents, copyrights, trademarks, trade names, industrial designs, Magnet Forensics Confidential Information, or trade secrets, whether registered or unregistered.

The Software is licensed and not sold. Any rights not expressly granted under this Agreement are reserved by Magnet Forensics.

Docusign Envelope ID: F236CB41-F487-4453-B33F-778D8C6622B4

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LICENSE AGREEMENT

Version 20240416 Page 3 of 16

5.2 Feedback. Magnet Forensics shall own all feedback, comments, suggestions, ideas, and concepts that You provide or identify during Your use of the Product and Support Services, and all associated intellectual property rights (collectively the “Feedback”). You hereby assign to Magnet Forensics all of Your right, title and interest in Your Feedback. For certainty, Feedback shall not include any of Your data, Confidential Information, or intellectual property.

6 Confidentiality

6.1 Maintenance of Confidential Information. Subject to applicable law, each party agrees to: (a) keep confidential all Confidential Information disclosed by the other party ; (b) only use, reproduce and disclose the Confidential Information to facilitate the use of the Software (in Your case) or support and develop the Software (in Magnet Forensics’ case); and (c) protect the Confidential Information from unauthorized use, reproduction or disclosure in the same manner it protects the confidentiality of similar information of its own, but not less than a reasonable degree of care.

6.2 A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this Agreement; provided that You promptly notif y Magnet Forensics in writing, if notification is permitted by law, and use commercially reasonable efforts to assist Magnet Forensics, at Magnet Forensics’ expense, in opposing such disclosure or obtaining a protective order or other reliable assurance preventing or limiting such disclosure and/or ensuring that confidential treatment will be accorded to any Confidential Information that is disclosed. Such disclosure does not remove the Confidential Information so disclosed from the protection of this Agreement. No further disclosure beyond the scope of such order is allowed.

7 Warranties, Exclusions, Disclaimer

7.1 Software Warranty. While Your Support Services are active, Magnet Forensics warrants that the Software shall materially conform to the Documentation. If the Software does not materially conform to the Documentation, and you give Magnet Forensics notice while Your Support Services are active, Magnet Forensics will, at its option, attempt to correct, repair, or replace the Software at no additional cost to You. If Magnet Forensics is unable to correct the Software to conform with the warranty stated herein within thirty (30) days , then upon Your request, Magnet Forensics shall , as your sole and exclusive remedy, refund You: (a) a prorated amount of any unused prepaid license fees if You purchased a Term License; or (b) a prorated amount of any unused prepaid Support Services fees if You purchased a Perpetual License.

7.2 Viruses, Licenses, Support Services. Magnet Forensics (a) has implemented testing practices consistent with industry standards designed to protect against viruses that may impede the Software; (b) includes fully paid-up licenses to any and all Third Party Software incorporated into the Software; and (c) will perform all Support Services in a good and workmanlike manner consistent with industry standards.

7.3 EXCLUSIONS. THE WARRANTIES SET FORTH IN THIS SECTION 7 ARE THE EXCLUSIVE

WARRANTIES MADE BY MAGNET FORENSICS TO YOU REGARDING THE PRODUCT, AND

YOUR SOLE AND EXCLUSIVE REMEDY RESPECTING ANY DEFECTS, NON -CONFORMITIES OR PROBLEMS WITH THE PRODUCT. EXCEPT AS SET FORTH IN SECTION 7.1 AND 7.2,

MAGNET FORENSICS DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND

CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY

EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF

MERCHANTABILITY, MERCHANTABLE QUALITY, PERFORMANCE, FITNESS FOR A

PARTICULAR PURPOSE, DURABILITY, ACCURACY, RELIABILITY, NON-INFRINGEMENT, OR

ANY OTHER WARRANTY OR CONDITION ARISING BY STATUTE, CUSTOM OR USAGE OF TRADE RELATED TO THE PRODUCT PROVIDED HEREUNDER. To the maximum extent permitted by law, any implied warranties or conditions relating to the Software that cannot be Docusign Envelope ID: F236CB41-F487-4453-B33F-778D8C6622B4

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LICENSE AGREEMENT

Version 20240416 Page 4 of 16
excluded as set out above are limited to thirty (30) days from the date that the Software is delivered to You.
8 Limitation of Liability

8.1 NOTWITHSTANDING ANY OTHER SECTION OF THIS AGREEMENT, IN NO EVENT SHALL EITHER

PARTY BE LIABLE TO THE OTHER PARTY WHETHER IN AN ACTION IN CONTRACT, TORT,

PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING

FROM OR RELATED TO THIS AGREEMENT OR ANY ORDER FOR (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES; (B) LOSS OF

PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY MAGNET FORENSICS TO RECOVER PAYMENT OF A PRICE OWED ); OR (C) LOSS OF TIME, OPPORTUNITY OR ANY DAMAGES

RELATING TO THE CORRUPTION OF DATA, LOSS OF THE USE OF DEVICES OR ANY PORTION

THEREOF, AND DAMAGES CAUSED BY YOUR FILES, CONNECTED DEVICES, OR DATA

COLLECTED BY YOU, EVEN IF THE OTHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN

CONNECTION WITH THIS AGREEMENT (OTHER THAN IN AN ACTION BY MAGNET FORENSICS

TO RECOVER PAYMENT OF A PRICE OWED) WILL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH DAMAGES.

8.2 SECTION 8.1 SHALL NOT APPLY TO EITHER PARTY’S LIABILITY IN RELATION TO: (A) INDEMNIFICATION OBLIGATIONS OF EITHER PARTY UNDER SECTION 9 (INDEMNIFICATION) UNDER THIS AGREEMENT; (B) MISAPPROPRIATION OR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY; (C) BREACHES OF CONFIDENTIALITY UNDER SECTION 6;

AND (D) YOUR PAYMENT OBLIGATIONS TO MAGNET FORENSICS, PROVIDED, HOWEVER, THAT MAGNET FORENSICS’ CUMULATIVE LIABILITY UNDER SECTION 9.2 RELATING TO THIRD PARTY SOFTWARE SHALL IN NO EVENT EXCEED THE LESSER OF : THREE TIMES (3X) THE AMOUNT PAID BY YOU FOR THE SOFTWARE IN THE TWELVE (12) MONTHS

PRECEDING THE CLAIM GIVING RISE TO SUCH DAMAGES AND ONE MILLION USD ($1,000,000.00 USD).
9 Indemnification

9.1 Your Indemnification of Magnet Forensics. You will defend and indemnify Magnet Forensics from and against any third-party claim, cause of action, legal proceeding, cost, award of damages or any other judgment and legal expenses (“Claim”) in relation to: (a) a ny Claim arising from the modification, combination or use of the Software with equipment, software, interfaces, or other materials that are not specifically authorized by Magnet Forensics; and (b) Your collection and use of data resulting from Your use of the Software and any actions You take as a result thereof; and (c) unauthorized use of the Product.

9.2 Magnet Forensics Indemnity. Magnet Forensics will defend You from and against any suit brought against you by a third party to the extent the suit alleges that your use of a Product infringes a valid patent in Canada or the United States (an “IP Claim”). Magnet will also pay the damages, costs, and attorneys’ fees that are awarded against you in a final, non-appealable court judgment for the IP Claim, or required to be paid by you in a settlement of an IP Claim that Magnet has agreed to in writing. You agree to (i) give prompt notice of the IP Claim to Magnet Forensics; (ii) grant sole control of the defense and settlement of the IP Claim to Magnet Forensics; and (iii) provide reasonable cooperation to Magnet Forensics and, at Magnet Forensics’ request and expense, assistance in the defense or settlement of the IP Claim ("Your Indemnification Obligations”) and Magnet Forensics shall not be liable to the extent an IP Claim, or portion thereof, is attributable to Your breach of Your Indemnification Obligations. In the event of an IP Claim, Magnet Forensics may, at its option and expense: (a) obtain for You the right to continue to use the Product; (b) substitute a substantially equivalent non-infringing product; (c) modify the Product to make it non- infringing; or if (a), (b), and (c) are not commercially feasible, then (d) terminate Your license and require that You no longer access and use the Product. If Your license is terminated, You must return or destroy the Product and within 30 days of receipt of all of the Product or certification of destruction thereof, Magnet Docusign Envelope ID: F236CB41-F487-4453-B33F-778D8C6622B4

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LICENSE AGREEMENT

Version 20240416 Page 5 of 16
Forensics shall refund You x) a prorated amount of any unused prepaid license fees if You purchased a Term License; or y) a prorated amount of any unused prepaid Support Services fees if You purchased a Perpetual License. The indemnity obligations under this clause do not extend to Claims arising from or relating to: (aa) any modification to the Product or use in combination with any equipment, software, data or any other materials not authorized by Magnet Forensics where the infringement would not have occurred but for such activity; (bb) use of the Product by You in a manner contrary to the terms of this Agreement where the infringement would not have occurred but for such use; (cc) the continued use of the infringing Product after Magnet Forensics has provided substantially equivalent non-infringing software, a non-infringing modification of the Product, or terminated Your license in accordance with this Agreement; or (dd) custom Product developed at Your request while utilizing Your specifications.

NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THIS AGREEMENT, THE PROVISIONS

OF THIS CLAUSE STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF MAGNET FORENSICS

AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY ACTUAL OR AL LEGED

MISAPPROPRIATION, VIOLATION AND/OR INFRINGEMENT OF ANY PROPRIETARY AND/OR

INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

9.3 Mutual General Indemnity. Each party will defend and hold harmless the other from and against any Claim arising from any of the following: (a) gross negligence, willful misconduct, fraudulent misrepresentation and fraud by a party; (b) bodily injury or death caused by a party; and (c) breach of confidentiality obligations. 10 Term and Termination

10.1 Term of Agreement. This Agreement shall survive for one (1) year after the termination or expiry of Your License Term.

10.2 Termination for Convenience. You may terminate this Agreement and Your license for Software at any time upon written notice to Magnet Forensics but You will not be entitled to any refund.

10.3 Termination for Breach. Either party may terminate this Agreement and any License Term immediately upon notice to the other if: (a) the other party materially breaches a material term or condition of this Agreement which breach remains unremedied for thirty (30) days following written notice thereof by the other party, or immediately if such breach is not capable of remedy; (b) the other party becomes involved in any legal proceeding concerning its solvency, commences liquidation proceedings, has a receiver or administrator appointed for any of its assets, ceases or threatens to cease operations, or otherwise has a serious and reasonable doubt arise respecting its solvency; or (c) if Magnet Forensics determines in its sole discretion that licensing the Product to You would violate applicable laws. If Your License Term is terminated due to breach by Magnet Forensics under (a) above, where Magnet Forensics is the relevant party under (b) above, or by Magnet Forensics in accordance with (c) above, Magnet Forensics shall refund You: (i) a prorated amount of any unused prepaid License fees if You purchased a Term License; or (ii) a prorated amount of any unused prepaid Support Services fees if You purchased a Perpetual License.

10.4 Termination/Expiry Obligation. Upon termination or expiry of this Agreement, and, if earlier, termination or expiry of a Term License, free trial or any Beta Period, You shall immediately cease all use and access of the Software and destroy or permanently delete all copies of the Software in Your possession along with any Documentation delivered to You or derivative works made therefrom.

10.5 Request for Information for Compliance. Upon request of Magnet Forensics, You agree to provide reasonable information on a timely basis to confirm Your compliance with the license rights and restrictions to the Product. Your failure to comply with this Section 10.5 will be deemed to be a material breach of this Agreement.

Docusign Envelope ID: F236CB41-F487-4453-B33F-778D8C6622B4

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LICENSE AGREEMENT

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11 Compliance with Export Laws and Ethical Conduct

11.1 You shall not export any Product, Documentation, or Confidential Information unless You comply with all applicable international trade laws (“ITR”). Further, You warrant (a) You are not now and have never been on any Restricted Party List or any sanctions list in the countries in which You conduct business; and (b) You understand and abide by ITR laws administered by the country in which You conducts business. You agree not to engage in any action in any way that would cause Magnet Forensics to violate ITR laws of the country in which it conducts business, including providing Magnet Forensics Product, Documentation, or Confidential Information to any person in any country subject to comprehensive sanctions by the U.S., Canada, the UK, EU, the EU member state and Singapore or any person on a Restricted Party List. You agree to indemnify Magnet Forensics to the extent Your actions or inactions have caused Magnet Forensics to violate ITR laws and the ITR of the country in which it conducts business. You agree to maintain a sanctions compliance policy and controls to ensure compliance with the applicable economic sanctions and upon request provide a Magnet Forensics with a copy of such policy.

11.2 If the Software is being licensed by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then, as a commercial item, the Government’s rights in the Software will be only as set forth: (a) in this Agreement; or (b) as provided in FAR 12.212 (Computer Software) and (for Department of Defense use or disclosure) DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation), whichever set of rights provided in (a) or (b) are the more restrictive.

11.3 Throughout Your use of the Product, You agree to comply with the Magnet Forensics Business Code of Conduct found at https://www.magnetforensics.com/legal. Failure to comply with the Business Code of Conduct may result in the suspension or termination of access to the Software , as outlined in this Agreement.

12 Magnet Forensics Entity, Governing Law

12.1 “ Magnet Forensics” means:

a) Where Your “Bill To” address identified on the Quotation is in Canada, Magnet Forensics Inc., with an office at 2220 University Avenue East, Suite 300, Waterloo, Ontario, Canada N2K 0A8. b) Where Your “Bill To” address identified on the Quotation is in France, Magnet Forensics SAS, with an office at c/o WeWork 33 Rue La Fayette Paris, France 75009. c) Where Your “Bill To” address identified on the Quotation is in Germany, Magnet Forensics GmbH, with a registered office at c/o Eversheds Sutherland (Services) GmbH, Brienner Strabe 12, 80333 Munich, Germany.
d) Where Your “Bill To” address identified on the Quotation is anywhere other than in Canada, France, and Germany, Magnet Forensics, LLC, with an office at c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

12.2 Governing Law. This Agreement is governed by and construed under, excluding any body of law governing conflicts of laws, the laws of: ( a) E ngland, where Your “Bill To” address identified on the Quotation is in Europe, Greenland or the UK; (b) Ontario, Canada, where Your “Bill To” address identified on the Quotation is in Canada, or (c) Delaware, U.S., where Your “Bill To” address identified on the Quotation is anywhere else. You irrevocably waive any objection on the grounds of venue, forum non- conveniens or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law. You also waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. You agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Docusign Envelope ID: F236CB41-F487-4453-B33F-778D8C6622B4

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13 General Provisions

13.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations, and understandings relating to the subject matter hereof. Your additional or different terms and conditions, whether on Your purchase order or otherwise, shall not apply.

13.2 Force Majeure. Neither party shall be deemed to be in default of this Agreement for failure to fulfill its obligations due to causes beyond its reasonable control. This provision shall not be construed as excusing any payment obligations.

13.3 Waiver. No waiver by either party of a breach or omission by the other party under this Agreement shall be binding on the waiving party unless it is expressly made in writing and signed by the waiving party. Any waiver by a party of a particular breach or omission by the other party shall not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.

13.4 Notices. Any notices, reports or other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand or sent by registered mail, courier , facsimile or electronic mail. For notices to You, Magnet Forensics shall send such notice to Your “Bill To” Address. For notice to Magnet Forensics, You shall send such notice to Attn: Legal Department, Magnet Forensics, with an office at 300 Colonial Center Pkwy, Suite 130, Roswell, GA 30076, United States.

13.5 Assignment. You shall not assign or transfer this Agreement (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control) without the prior written consent of Magnet Forensics, which consent will not be unreasonably withheld, conditioned or delayed. This Agreement shall be binding upon the parties hereto and their respective lawful successors and permitted assigns. Any purported assignment in violation of this Section 13.5 shall be null and void.

13.6 Survival. Section 6 (Confidentiality), Section 8 (Limitation of Liability), Section 9 (Indemnification), and any other provision of this Agreement which by its nature would survive the termination or expiration of this Agreement shall do so.

13.7 Electronic Execution. The parties agree to the use of electronic communication in order to enter into this Agreement, Quotations, purchase orders and any other notices or records. You hereby waive any rights or requirements under any laws in any jurisdiction which require an original, non-electronic signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

13.8 Invalidity. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.

END OF AGREEMENT

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IN WITNESS WHEREOF, the parties executed this Agreement.

MAGNET FORENSICS TRACY POLICE DEPARTMENT

Per: Per:

Name: Name:

Title: Title:

Date: Date:

Address:

Per:

Name:

Title:

Date:

Docusign Envelope ID: F236CB41-F487-4453-B33F-778D8C6622B4 CFO
07-Mar-2025
Peter Vreeswyk
07-Mar-2025
CEO
Adam Belsher

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Schedule A – Licensed Rights for All Products
1 Definitions.

1.1 “Case License” means the Software is subject to a license fee that is based on granting access to the Software for a single source (i.e. single hard drive or image file).

1.2 “CLS License” or “LLS License” means the Software is subject to a license fee that is calculated based on the number of concurrent usage virtual license Keys identified in the Quotation as available at any one time to be downloaded by Users. CLS (Cloud License Server) virtual license Keys are hosted in an online, cloud- based environment whereas LLS (Local License Server) virtual license Keys are hosted on Your premises.

1.3 “Dongle” means a USB device provisioned with the Software.

1.4 “ Dongle License” means the Software is subject to a license fee that is calculated per Dongle.

1.5 “ Enterprise License” means the Software is subject to a license fee that is calculated based on a maximum number of Software installs and/or concurrent Users as set out in the Quotation.

1.6 “ Instance” means a copy of the Software that a User is authorized to use. The maximum number of Instances per User are stated in the Quotation.

1.7 “ Key” means the license key provided to You by Magnet Forensics to permit access to and use of the Software to a User.

1.8 “ Machine” means each hardware machine or hardware unit on which the Software is used.

1.9 “ Machine License” means the Software is subject to a license fee that is calculated per Machine.

2 License Grant. Magnet Forensics hereby grants to You a limited, non-exclusive, revocable, non - transferable, non-sublicensable license to use the Software on Your internal business networks for the number of Users, installs, and/or Instances and License Term indicated in Your Quotation in accordance with the terms set forth in this Agreement and the Documentation . Your license only permits you to possess and use the Software in object code form. For certainty: (a) academic licenses are granted for academic, non-commercial use only; (b) licenses for Magnet AUTOMATE products are licensed on a per ‘control node” and “agent node” basis; (c) Machine Licenses are solely permitted for use of the Software on the Machine on which such Software is first installed and by the original User; and ( d) Dongle Licenses are for use on Machines only (and not for use in cloud or other virtual environments), and cannot be shared between individual Users. For further certainty: ( i) Enterprise Licenses, CLS Licenses and LLS Licenses allow for concurrent Users of the Software as indicated in Your Quotation; and ( ii) a unique key code is issued for a Case License tied to the original single source, with requirements for additional single sources requiring an add- on purchase. It is Your responsibility to fully comply with all applicable laws in using and handling the Software and any additional third-party license terms applicable to Third Party Software.

3 Restrictions. You shall not and shall ensure that Users shall not:

3.1 copy, reproduce, or modify the Product or any part thereof, including, but not limited to, com bining with other software or hardware other than as authorized by Magnet Forensics in writing;

3.2 enhance, improve, alter, create derivative works, reverse engineer, disassemble, deconstruct, impair, translate, decrypt, reverse compile or convert into human readable form the Software or any part thereof;

3.3 distribute, lend, assign, license, sublicense, lease, pledge, rent, transfer, sell or otherwise provide access to the Software, in whole or in part, to any third party;

3.4 use any Product on a time sharing, service bureau, application services provider (ASP), rental or other similar basis;
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3.5 remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Software;

3.6 circumvent or disable copyright protection mechanisms or license management mechanisms;

3.7 photograph or record any of the Product’s components, whether internal, external or as digitally displayed;

3.8 use the Product to provide services to third parties (including technical or training services), or otherwise publicly display or market the Software, for the purposes of Your commercial gain;

3.9 use the Product in conjunction with other software or hardware, except as authorized in writing by Magnet Forensics;

3.10 use the Product in any unlawful manner or to violate any rights of a third party; or

3.11 authorise, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in 3.1 – 3.10 above, or attempting to do so.

For the purposes of this provision “copy” and “reproduce” shall not include: (A) making additional copies of the Software for Your own use, as long as only one copy may be used at any one time in accordance with the Documentation; or (B) making one back-up copy of the Software.

4 Restrictions Applicable to Consultant Licenses. Notwithstanding Section 3.8, if Your license is identified in a Quotation as a “consultant license”, You may use the Software in relation to Your provision of forensic analysis services to a third party for commercial gain, subject to Your compliance with all other terms of this Agreement and the payment of all applicable fees, provided that the following additional restrictions shall apply:

4.1 You shall be solely responsible for Your services, including any use or operation of the Software (both separately or in combination with any other software), to provide such services, and, as Magnet Forensics expressly disclaims all liability for any claims, losses or damages relating to Your services, You agree to indemnify Magnet Forensics against all such claims, losses and damages;

4.2 You shall not permit Your customers to use the Software (with the exception of using the Portable Case functionality);

4.3 You shall not use the Software to provide digital forensics training to third parties (including instructions on how to use the Software), unless You have first obtained Magnet Forensics’ express written permission;

4.4 You shall not, whether in an agreement for Your services or otherwise, in any way modify, negate or override any terms and conditions of the protections afforded to Magnet Forensics under this Agreement;

4.5 You shall not engage in deceptive, misleading, illegal or unethical practices that might reasonably be detrimental to Magnet Forensics or its products or services;

4.6 You shall not make any representations, warranties or guarantees about Magnet Forensics or its products and services except as expressly set out in this Agreement; and

4.7 where You wish to publicize, market or otherwise promote the use of the Software in Your services, You must do so in a manner consistent with Magnet Forensics’ External Marketing Policy (located at https://www.magnetforensics.com/wp-
content/uploads/2022/11/MagnetForensics_BrandGuidelines.pdf) and any other marketing and trademark requirements set out by Magnet Forensics from time to time . Any use of Magnet Forensics’ Trademarks shall remain unchanged and give legal notice of such trademark status.

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5 Beta Software. If You have requested use of or have access to Software or features that are identified by Magnet Forensics as pre-commercial, preview release, evaluation, pilot, "alpha", or "beta" software ("Beta Software"), the license rights set out above with respect to Your use of such Beta Software apply only to the extent necessary to enable You and the Users to test and provide Feedback to Magnet Forensics regarding the Beta Software. You acknowledge and agree that Magnet Forensics may terminate Your use of Beta Software at any time and may include technical measures in the Beta Software that renders it inoperable and Yo u agree that You will not circumvent such technical measures. You further acknowledge and agree that the Beta Software is provided “AS IS” with none of the representations, warranties, or indemnities provided in the Agreement. In consideration of the grant of license for the Beta Software, You agree that You will provide Magnet Forensics with Feedback on Beta Software as Magnet Forensics reasonably requests without any compensation.

6 Trial Licenses. If Your License is indicated as a Trial License on the Quotation (“Trial License”), the license rights set out above with respect to Your use of such Trial License apply only for the time period authorised by Magnet Forensics (“Trial Period”) and solely to the extent necessary to enable You and the Users to test the Product in order to identify if the Product is suitable for purchase from Magnet Forensics. Additionally, the Product underlying the Trial License or delivered to you as a Free Tool is provided “AS IS” with none of the representations, warranties or indemnities provided in the Agreement.

Notwithstanding the Trial Period, Magnet Forensics may terminate Your Trial License at any time and require that You cease using the Software.

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Schedule B – Additional VeraKey Terms and Conditions

1 Definitions.

1.1 “ Authorized Country” means a country in which Magnet Forensics has authorized use of the VeraKey as set out in the Documentation.

1.2 “ Authorized User(s)” means employees who are authorized by You to access or use the Product and Software. You agree to limit the number of Authorized Users to those employees who perform extractions in the normal course of their employment.

1.3 “Authorized Device” means mobile devices (a) owned and controlled by you; (b) if you are retained to perform an Investigation by a third party, owned by such third party; or (c) owned by an individual that has expressly, voluntarily, and specifically authorized you in writing, without coercion or threat of reprisal, to perform an Extraction of their mobile device.

1.4 “ Extraction” means the use of the Product to extract data from an Authorized Device.

2 License Restrictions. If You are licensing the VeraKey Product, as identified in Your Quotation, You agree to the following additional restrictions in addition to the license rights and restrictions set out in Schedule A of this Agreement:

2.1 You may only use the VeraKey Product in an Authorized Country for Extractions on Authorized Devices in aid of an official investigation of corporate malfeasance including ( a) fraud, (b) bribery, (c) theft, ( d) antitrust violation, ( e) sabotage, (f) breach of confidentiality obligations, ( g) securities violation, (h) IP infringement or misappropriation of intellectual property, (i) as part of or in response to an official government investigation or request for product of documentation (FDA, SEC, FTC, OSHA, etc.), ( j) as part of a legally compelled production of documents by a court of competent jurisdiction, (k) in defense of a criminal charge filed in a court of competent jurisdiction, where such investigation is made in response to an official complaint supported by reasonable evidence (each, an “Investigation”) and for no other purpose (“Authorized Extraction(s)”). You agree not to use the Product to screen, audit, spot-check, or otherwise discover instances of corporate malfeasance or violation of corporate policy. Prior to performing an Extraction, Magnet Forensics may require that you or your Authorized User(s) certify that the contemplated Extraction meets the above definition of an Authorized Extraction. You warrant that any certification materials submitted as part of Your Authorized Extraction certification responsibilities are true and correct in all material respects.

2.2 To the extent legally practicable, Authorized Devices must remain in Your possession and control until after the software agent employed by the Product has been successfully uninstalled from such Authorized Devices.

2.3 Only Authorized Users who have obtained any necessary consents and approvals are permitted to access and use the Product or Software in connection with any Extractions. You shall notify Magnet Forensics in writing the name and user information associated with each Authorized User, and within thirty (30) calendar days following a change of an Authorized User’s employment status such that the Authorized User ceases to be authorized by You to access or use the Product and Software either through ceasing to be employed by You or a change in his or her position within the Your organization such that he or she is no longer authorized to access or use the Product and Software.

2.4 You agree to designate an employee with senior management and oversight responsibilities within your organization to act as Your “Primary Authorized User.” The Primary Authorized User will be notified each time an extraction is performed on the device and shall supervise use and security of the Product and Software. You agree to require the Primary Authorized User , as part of their employment obligations, to monitor the use of and ensure the security of the Product. The Primary Authorized User is not permitted to perform Extractions. You shall notify Magnet Forensics in writing the name and user information associated with the Primary Authorized User, and within thirty (30) Docusign Envelope ID: F236CB41-F487-4453-B33F-778D8C6622B4

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calendar days following a change of the Primary Authorized User’s employment status such that the Primary Authorized User ceases to be tasked by the Licensee to oversee the use and security of the Product and Software.

2.5 You will conduct, at your expense, background checks on your employees (including but not limited to Authorized Users) and those of your agents and subcontractors who will have access (whether physical, remote, or otherwise) to Magnet Products or Software. You will not permit your employees, agents, or subcontractors (including the personnel of any of its agents or subcontractors) that have been convicted of a felony crime or has agreed to or entered into a pretrial diversion or similar program in connection with a felony crime to have access to: ( a) Magnet Forensics Confidential Information; (b) the secure environment in which the Product is stored; (c) the Product, the Software, or any associated materials.

2.6 You covenant and agree to keep the Product in a physically secure environment at all times, and to take all necessary precautions to restrict use of the Product to Authorized Users. You acknowledge and agree that for the Product to function properly in online mode, the Product must be connected to the Internet.

2.7 Magnet Forensics may use third-party monitoring tools to ensure that You comply with the foregoing restrictions. You acknowledge that Your use of the Product may be subject to additional terms and conditions as set by the third-party responsible for such tools.

3 Warranty Disclaimer. Notwithstanding Section 7.1 of the Agreement, You acknowledge and agree that the Software is provided AS-IS and without any warranty of any kind. Further, You acknowledge that all case stakeholders are aware of and understand the associated risk that the Authorized Device may become damaged and/or Authorized Device data may be unrecoverable when used with the Product or Software, in particular for Authorized Devices (a) with aftermarket repairs or hardware and nonstandard software builds; (b) that boot loop or are otherwise unable to boot normally; (c) that have preexisting damage, defects, or faults that may or may not be detectable; or (d) with software, software builds, states, or usage profiles not identified on the applicable support matrix. You further understand that not all permutations of Authorized Device software, software builds, states, and usage profiles have been tested by Magnet Forensics. Before utilizing the Product and Software on an Authorized Devices under any of t he above conditions, please consult Magnet Forensics through the customer support portal. You release Magnet Forensics from all liability associated with damage to a mobile device or corruption of mobile device data resulting from the use of the Software or the Product.

4 Violations of License Restrictions.

4.1 Section 8.1 of the Agreement (Limitation of Liability) shall not apply to damages arising from Your violation(s) of Schedule A - Section 3 and this Schedule B.

4.2 In addition to the termination rights set out in Section 10 of the Agreement (Termination), Magnet Forensics may terminate this Agreement and suspend Your License, at its sole discretion and option, without notice and without refund or reimbursement if You violate any material term or c ondition of this Agreement.

5 Heightened Confidentiality Obligations . The VeraKey Product, along with its associated Documentation, are sensitive technologies whose Confidential Information requires the highest duty of care. You, Your employees, Your agents who require access in order to perform hereunder, and all final users of the VeraKey Product (collectively, “Receiving Party”) shall not disclose, use, sell, transmit, inform or make available to any entity, person or body any of the Confidential Information nor shall it copy, photograph, or otherwise reproduce any Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and Magnet Forensics’ rights therein, Docusign Envelope ID: F236CB41-F487-4453-B33F-778D8C6622B4

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at all times exercising the highest duty of care . Receiving Party agrees to restrict access to VeraKey Confidential Information to those Authorized Users who require access in order to perform hereunder, and, except as otherwise provided, the Receiving Party shall not make Confidential Information available to any other person or entity without the prior written consent of Magnet Forensics. Further, Receiving Party acknowledges and agrees that due to the unique nature of the VeraKey Products, there can be no adequate remedy at law for any breach of its obligations under this Section 5 related to such Products, that any such breach will cause irreparable and continuing damage to Magnet Forensics and, therefore, that upon any such breach or any threat thereof, Magnet Forensics shall be entitled to whatever remedies it might have by law and equity, including injunctive relief, a decree for specific performance, and all other relief as may be proper (including money damages, if appropriate).

The Receiving Party further acknowled ges and agrees that the covenants contained herein are necessary for the protection of legitimate business interests and are reasonable in scope.

6 Excess Use of Licenses. If You use the Product in excess of the license quantities or levels stated in Your Quote, Magnet Forensics reserves the right to invoice You for such excess use based on the then current list price of the minimum add-on package required to bring Your use into compliance and you agree to pay such invoice in accordance with Section 3 of the Agreement.

Docusign Envelope ID: F236CB41-F487-4453-B33F-778D8C6622B4

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Schedule C – Additional GrayKey Terms and Conditions
1 Definitions.

1.2 “ Authorized Location” means the authorized physical locations specified in the Quotation or that Licensee has otherwise registered with Magnet Forensics and that Magnet Forensics has approved in writing.

1.3 “ Authorized User(s)” means collectively, employees, agents or contractors who are authorized by You to access or use the Product and Software.

1.4 “Device” means a mobile device.

1.5 “ Extraction” means the use of the Product to extract data from a Device. 2 License Restrictions. If You are licensing the GrayKey Product, as identified in Your Quotation, You agree to the following additional restrictions in addition to the license rights and restrictions set out in Schedule A of this Agreement:

2.1 Only Authorized Users who have obtained any necessary consents and approvals are permitted to access and use the Product or Software in connection with any Extractions. You shall notify Magnet Forensics in writing the name and user information associated with each Authorized User, and within thirty (30) calendar days following a change of an Authorized User’s employment status such that the Authorized User ceases to be authorized by You to access or use the Product and Software either through ceasing to be employed by You or a change in his or her position within the Your organization such that he or she is no longer authorized to access or use the Product and Software.

2.2 To the extent legally practicable, Devices must remain in Your possession and control until after the software agent employed by the Product has been successfully uninstalled from such Devices.

2.3 If Your use of the Product is restricted to the Authorized Location identified in Your Quotation, You covenant and agree to keep the Product in a physically secure environment within the Authorized Location at all times, and to take all necessary precautions to restrict use of the Product to Authorized Users. You acknowledge and agree that for the Product to function properly in online mode, the Product must be connected to the Internet.

2.4 Magnet Forensics may use third-party monitoring tools to ensure that You are in compliance with the foregoing restrictions. You acknowledge that Your use of the Product may be subject to additional terms and conditions as set by the third-party responsible for such tools. 3 Warranty Disclaimer. Notwithstanding Section 7.1 of the Agreement, You acknowledge and agree that the Software is provided AS-IS and without any warranty of any kind. Further, You acknowledge that all case stakeholders are aware of and understand the associated risk that a Device may become damaged and/or Device data may be unrecoverable when used with the Product or Software, in particular for Devices (a) with aftermarket repairs or hardware and nonstandard software builds; (b) that boot loop or are otherwise unable to boot normally; (c) that have preexisting damage, defects, or faults that may or may not be detectable; or (d) with software, software builds, states, or usage profiles not identified on the applicable support matrix. You further understand that not all permutations of Device software, software builds, states, and usage profiles have been tested by Magnet Forensics.

Before utilizing the Product and Software on a Devices under any of the above conditions, please consult Magnet Forensics through the customer support portal. You release Magnet Forensics from all liability associated with damage to a mobile device or corruption of mobile device data resulting from the use of the Software or the Product.

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4 Violations of License Restrictions.

4.1 Section 8.1 of the Agreement (Limitation of Liability) shall not apply to damages arising from Your violation(s) of Schedule A - Section 3 and this Schedule C.

4.2 In addition to the termination rights set out in Section 10 of the Agreement (Termination), Magnet Forensics may terminate this Agreement and suspend Your License, at its sole discretion and option, without notice and without refund or reimbursement if You violate any material term or condition of this Agreement.
5 Heightened Confidentiality Obligations . The GrayKey Product, along with its associated Documentation, are sensitive technologies whose Confidential Information requires the highest duty of care. You, Your employees, Your agents who require access in order to perform hereunder, and all final users of the GrayKey Products (collectively, “Receiving Party”) shall not disclose, use, sell, transmit, inform or make available to any entity, person or body any of the Confidential Information nor shall it copy, photograph, or otherwise reproduce any Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and Magnet Forensics’ rights therein, at all times exercising the highest duty of care. Receiving Party agrees to restrict access to GrayKey Confidential Information to those Authorized Users who require access in order to perform hereunder, and, except as otherwise provided, the Receiving Party shall not make Confidential Information available to any other person or entity without the prior written consent of Magnet Forensics. Further, Receiving Party acknowledges and agrees that due to the unique nature of the GrayKey Products, there can be no adequate remedy at law for any breach of its obligations under this Section 5 related to such Products, that any such breach will cause irreparable and continuing damage to Magnet Forensics and, therefore, that upon any such breach or any threat thereof, Magnet Forensics shall be entitled to whatever remedies it might have by law and equity, including injunctive relief, a decree for specific performance, and all other relief as may be proper (including money damages, if appropriate). The Receiving Party further acknowledges and agrees that the covenants contained herein are necessary for the protection of legitimate business interests and are reasonable in scope.

Docusign Envelope ID: F236CB41-F487-4453-B33F-778D8C6622B4

APPROVED AS TO FORM AND LEGALITY
________________________
CIT
Y ATTORNEY’S OFFICE
TRAC

Y CITY COUNCIL
RES
OLUTION NO. _______________
(1) MAKING A DETERMINATION THAT STRICT COMPLIANCE WITH THE BIDDING

PROCESS IS NOT IN THE BEST INTEREST OF THE CITY PURSUANT TO TRACY MUNICIPAL CODE 2.20.180(B)(4) AND DISPENSING SUCH REQUIREMENTS FOR ACTIONS HEREIN; AND
(2)

APPROVING A LICENSE AGREEMENT WITH MAGNET FORENSICS, LLC FOR THE RENEWAL AND MAINTENANCE OF THE POLICE DEPARTMENT’S AXIOM AND GRAY KEY DIGITAL FORENSIC TECHNOLOGY FOR A 12-MONTH TERM NOT TO EXCEED $63,830.

WHEREAS, the Tracy Police Department Investigations Unit has been utilizing GrayKey since 2018; and

WHEREAS,
the GrayKey and Axiom bundle provides premier digital forensics software for
Apple IOS devices which assists with complex and high priority investigations w here time is of utmost importance; and
WHEREAS, with GrayKey and the Axiom bundle, TPD can gain access to evidentiary IOS devices preventing the destruction of evidence or loss of digital evidence; and WHEREAS, the staff has done due diligence and confirmed that Magnet Forensics is still the exclusive supplier who can meet the City’s requirements; and WHEREAS, Tracy Municipal Code Section 2.20.180(b)(4) authorizes the City Council to approve an exception to the contracting procedure for agreements where the City Council finds compliance is not i n the best interest of the City for the subject services, as Magnet Forensics can ensure seamless service and integration with the City’s existing GrayKey and Axiom software services,
without interruption or adverse impact to the City’s public safety services; and WHEREAS, the
City seeks to enter into a 12-month agreement with Magnet Forensics, LLC for a total cost not to exceed $63,830 to be funded through TPD’s operating budget; and WHEREAS, pursuant to the agreement with Magnet Forensics, LLC is attached hereto as Exhibit 1, Magnet Forensics, LLC will provide the renewal and maintenance of the Department’s Axiom and GrayKey Digital Forensic Technology; and WHEREAS, as per Magnet Forensics, LLC requirements, the City is using the agreement template provided by the Magnet Forensics, which agreement has a heading of “End User License Agreement”; and

NOW, THEREFORE, be it resolved as follows:

RESOL
VED: That the above recitals are true and correct; and be it further RESOLVED: That City Council does hereby approve an Agreement with Magnet Forensics, LLC attached hereto as Exhibit 1, for the renewal and maintenance of the Department’s Axiom and GrayKey Digital Forensic Technology, for a term of 12-months and for a total
not-to-exceed amount of $63,830; and be it further
RESOLVED: That City Council finds that the proposed action is not a “ project” under the California Environmental Quality Act (CEQA) and that pursuant to CEQA Guidelines Section 15061(b)(3), there is no possibility that this action will have an effect on the physical environment.
* * *
* * * * * * * * * * *
The foregoing Resolution 2025-_____ was adopted by the Tracy City Council on April 1, 2025 by the following vote:

AYES: CO
UNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTENTION: COUNCIL MEMBERS:
___________________________________________

DAN ARRIOLA
Mayor of the City of Tracy, California
ATTEST:

NECY LOPEZ
Acting City Clerk and Clerk of the Council of the
City of Tracy, California
EXHIBITS:
(1) End
User License Agreement with Magnet Forensics, LLC.

Resolution 2025-