Agenda packet — Turlock City Council, June 24, 2025 (part 2 of 6)

Contract No. 2026-011
{PLA 2024}
05/08/2025

(3) In the event of cancellation, non-renewal, or material change that reduces or restricts the insurance coverage afforded to City under this Agreement, the insurer, broker/producer, or SUPPLIER shall provide City with thirty (30) days’ prior written notice of such cancellation, non-renewal, or material change.

(4) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code.

(h) Acceptability of In surers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-:VII or with an insurer to which the City has provided prior approval.

(i) Verification of Coverage: SUPPLIER shall furnish City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and a pproved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive SUPPLIER’s obligation to provide them. City reserves the right, at any time, to require complete, certified copies of all required insurance policies and endorsements.

(j) Waiver of Subrogation: With the exception of professional liability, Contractor hereby agrees to waive subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. The commercial general liability policy, automobile liability policy, and workers’ compensation policy shall be endorsed to contain a waiver of subrogation in favor of City for all work performed by Contractor, its agents, employees, independent contractors and subcontractors.

Contractor shall provide written proof of waiver of subrogation in the Certificate of Insurance. Additionally, Contractor agrees to obtain any available endorsements that may be necessary to effect uate this waiver of subrogation.
(k) Subcontractors: SUPPLIER shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

(l) Additional Insurance Requirements : Within five (5) days of the Effective Date, SUPPLIER shall provide City with certificates of insurance and amendatory endorsements for all of the policies required under this Agreement (“Certi ficates and Endorsements”). Such Certificates and Endorsements shall be kept current for the Term of the Agreement and SUPPLIER shall be responsible for providing updated copies. With the exception of the workers’ compensation insurance, all of the insurance policies required in this Agreement shall: (a) provide that the policy will not be cancelled, allowed to expire, or materially reduced in coverage without at least thirty (30) days’ prior written notice to City of such cancellation, expiration, or reduc tion and each policy shall be endorsed to state such; (b) name City, and City’s Agents as additional insureds with respect to liability arising out of Services, work or operations performed by or on behalf of SUPPLIER and shall be endorsed to state such; ( c) cover products and completed operations of SUPPLIER, premises owned, occupied, or used by the SUPPLIER, or automobiles owned, leased, or hired or borrowed by the SUPPLIER; contain no special limitations on the scope of protection afforded to City; (d) a llow and be endorsed primary with respect to any insurance or self - insurance programs covering City or City’s Agents and any insurance or self-insurance maintained by City or City’s Agents shall be in excess of SUPPLIER’s insurance and shall not contribute to it; (e) contain standard separation of insured provisions; and (f) state that any failure to comply with reporting or other provisions of the policy including breaches of warranties shall not affect the coverage provided to City.

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Contract No. 2026-011
{PLA 2024}
05/08/2025

8. INDEMNIFICATION: To the full extent permitted by law, SUPPLIER shall indemnify, defend, and hold harmless City and any and all of its elective and appointive boards, officers, officials, agents, employees or volunteers from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsel’s fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by SUPPLIER or by any individual or agency for which SUPPLIER is legally liable, inc luding, but not limited to, officers, agents, employees, or subcontractors of SUPPLIER.

9. INDEPENDENT CONTRACTOR RELATIONSHIP : All acts of SUPPLIER, its agents, officers, and employees and all others acting on behalf of SUPPLIER relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of CITY. SUPPLIER, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of CITY. SUPPLIER has no authority or responsibility to exercise any rights or power vested in the CITY. No agent, officer, or employee of the CITY is to be considered an employee of SUPPLIER. It is understood by both SUPPLIER and CITY that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

SUPPLIER, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of CITY.

SUPPLIER shall determine the method, details and means of performing the work and Services to be provided by SUPPLIER under this Agreement. SUPPLIER shall be responsible to CITY only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to CITY's control with respect to the physical action or activities of the SUPPLIER in fulfillment of this Agreement. SUPPLIER has control over t he manner and means of performing the Services under this Agreement. SUPPLIER is permitted to provide services to others during the same period service is provided to CITY under this Agreement. If necessary, SUPPLIER has the responsibility for employing other persons or firms to assist SUPPLIER in fulfilling the terms and obligations under this Agreement.

If in the performance of this Agreement any third persons are employed by SUPPLIER, such persons shall be entirely and exclusively under the direction , supervision, and control of SUPPLIER.

All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the SUPPLIER.

It is understood and agreed that as an independent contractor and not an employee of CITY neither the SUPPLIER or SUPPLIER'S assigned personnel shall have any entitlement as a CITY employee, right to act on behalf of the CITY in any capacity whatsoever as an agent, or to bind the CITY to any obligation whatsoever.

It is further understood and agreed that SUPPLIER must issue W -2 forms or other forms as required by law for income and employment tax purposes for all of SUPPLIER'S personnel.

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Contract No. 2026-011
{PLA 2024}
05/08/2025

As an independent contractor, S UPPLIER hereby indemnifies and holds CITY harmless from any and all claims that may be made against CITY based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

10. TERMINATION: Either Party may terminate this Agreement without cause or legal excuse by providing thirty (30) days’ written notice to the other party.

11. CONFORMANCE WITH FEDERAL AND STATE LAW: All equipment, supplies and services used by SUPPLIER in the performance of this Agreement shall conform to the laws of the government of the United States and the State of California.

12. NO CONFLICT OF INTEREST. SUPPLIER represents that no conflict of interest will be created under state or federal law by entering into or in carrying out this Agreement.

13. TIME: Time is of the essence in this Agreement for each covenant and term of a condition herein.

14. EXCUSABLE DELAYS; NOTICE TO OTHER OPARTY OF DELAY.

SUPPLIER shall not be in breach of this Agreement in the event that performance of Services is temporarily interrupted or discontinued due to a “Force Majeure” event which is defined as: riots, wars, sabotage, civil disturbances, insurrections, explosion, natural disasters such as floods, earthquakes, landslides, fires, strikes, lockouts and other labor disturbances or other catastrophic events, which are beyond the reasonable control of SUPPLIER. Force Majeure does not include: (a) Service Provider’s financial inability to perform; (b) SUPPLIER’s failure to obtain any necessary permits or licenses from other governmental agencies; or (c) SUPPLIER’s failure to obtain the right to use the facilities of any public utility where such failure is due solely to the acts or omissions of the SUPPLIER.

15. ENTIRE AGREEMENT AND MODIFICATION: This Agreement supersedes all previous Agreements and constitutes the entire understanding of the parties hereto. SUPPLIER shall be entitled to no other benefits than those specified herein. No changes, amendments or alterations shall be effective unless in writing and signed by both parties. SUPPLIER specifically acknowledges that in entering into and executing this Agreement, SUPPLIER relies solely upon the provisions contained in this Agreement and no others. Should any conflict exist between the terms and conditions of the Agreement and any and all exhibits attached hereto, the terms and conditions of the Agreement shall prevail.

16. AMENDMENTS: Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for CITY or SUPPLIER to modify the scope of Services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with CITY and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.

Until an Amendment is so executed, CITY will not be responsible to pay any charges SUPPLIER may incur in performing such additional services, and SUPPLIER shall not be required to perform any such additional services.

17. EXECUTION AND COUNTERPARTS. This Agreement may be executed Docusign Envelope ID: 64203764-4079-43AA-8B57-27F3F335865C

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Contract No. 2026-011
{PLA 2024}
05/08/2025

simultaneously, and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. The Parties agre e that this Agreement and any other documents to be delivered in connection herewith may be electronically signed utilizing services such as DocuSign and Nitro Sign, or by transmitting signatures in pdf or similar format, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

18. PARTIAL INVALIDITY: If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

19. WAIVER: No covenant, term, or condition or the breach thereof shall be deemed waived, except by written consent of the Party against whom the waiver is claimed, and any waiver of the breach of any covenant, term, or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term, or condition.

20. AUDIT: CITY's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify SUPPLIER'S charges to CITY under this Agreement.

SUPPLIER agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment for SUPPLIER Services.

CITY's representative shall have the right to reproduce any of the aforesaid documents.

21. GOVERNING LAW: This Agreement shall be governed according to the laws of the State of California.

22. HEADINGS NOT CONTROLLING: Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

23. COMPLIANCE WITH LAWS: SUPPLIER shall insure compliance with all safety and hourly requirements for employees, in accordance with fe deral, state, and county safety and health regulations and laws including, but not limited to, prevailing wage laws, if applicable. SUPPLIER shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

24. CITY BUSINESS LICENSE: SUPPLIER will have a City of Turlock business license.

25. ASSIGNMENT: This Agreement is binding upon CITY and SUPPLIER and their successors. Except as otherwise provided herein, neither CITY nor SUPPLIER shall assign, sublet, or transfer interest in this Agreement or any part thereof without the prior written consent of the other.

26. NOTICE: Any and all notices permitted or required to be given hereunder shall be deemed duly given and effective (1) upon actual delivery, if delivery is by h and; or (2) five (5) days after delivery into the United States mail, if delivery is by postage paid, registered, or certified (return receipt requested) mail. Each such notice shall be sent to the parties at the address respectively indicated below or to any other address as the respective parties may designate from time to time:

To City:

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Contract No. 2026-011
{PLA 2024}
05/08/2025

City of Turlock
Attention: Department Director
156 South Broadway, Suite 270
Turlock, California 95380

With courtesy copy to: City of Turlock, City Attorney’s Office George A. Petrulakis, City Attorney
156 S. Broadway, Suite 230
Turlock, California 95380-5456

If to Supplier: Univar Solutions USA LLC
Attention: Joe Serna
8201 S. 212th Street
Kent, Washington 89032

27. CITY CONTRACT ADMINISTRATOR: The City’s contract administrator and contact person for this Agreement is:

David Huff
Municipal Services Department
156 S. Broadway, Suite 270
Turlock, California 95380
Telephone: (209) 668-5590
E-mail: [email protected]

28. MODIFICATION: No alteration, amendment, modification, or termination of this Agreement shall be valid unless made in writing and executed by all of the Parties to this Agreement.

29. AUTHORITY: All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states or firms and that all former requirements necessary or required by state or federal law in order to enter into the Agreement have been fully complied with. Further, by entering into this Agreement, ne ither Party hereto shall have breached the terms or conditions of any other contract or agreement to which such Party is obligated, which such breach would have a material effect hereon.

30. VENUE. Venue for all legal proceedings shall be in the Superior Court of the State of California, in and for the County of Stanislaus.

31. SEVERIBILITY: If this Agreement in its entirety is determined by a court to be invalid or unenforceable, this Agreement shall automatically terminate as of the date of final entry of judgment. If any provision of this Agreement shall be determined by a court to be invalid and unenforceable, or if any provision of this Agreement is rendered invalid or unenforceable according to the terms of any federal or state statute, which becomes effective after the Effective Date of this Agreement, the remaining provisions shall continue in full force and effect and shall be construed to give effect to the intent of this Agreement.

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Contract No. 2026-011
{PLA 2024}
05/08/2025

32. ENTIRE AGREEMENT: This Agreement, together with its s pecific references, attachments, and exhibits, constitutes the entire agreement of the Parties with respect to the subject matters hereof and supersedes any and all prior negotiations, understanding, and agreements with respect hereto, whether oral or written.

33. SUPERSEDES PRIOR AGREEMENT: It is the intention of the Parties hereto that this Agreement shall supersede any prior agreements, discussions, commitments, or representations, whether written, electronic or oral, between the Parties with respect to the subject matter of this Agreement.

34. MANDATORY AND PERMISSIVE : “Shall” and “will” and “agrees” are mandatory. “May” and “can” are permissive.

35. SUCCESSORS AND ASSIGNS : All representations, covenants, and warranties specifically set forth in th is Agreement, by or on behalf of, or for the benefit of, any or all of the Parties hereto, shall be binding upon and inure to the benefit of such Party, its successors and assigns.

36. ATTORNEY’S FEES AND COSTS: If any action at law or in equity not resol ved pursuant to the “Arbitration of Disputes” section of this Agreement, including action for declaratory relief, is brought to enforce or interpret provisions of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.

37. NECESSARY ACTS AND FURTHER ASSURANCES: The Parties shall at their own cost and e xpense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement.

[Signatures on Following Page]

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Contract No. 2026-011
{PLA 2024}
05/08/2025

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their respective officers’ thereunto duly authorized.

CITY OF TURLOCK, a municipal corporation UNIVAR SOLUTIONS USA, LLC, a Washington limited liability company

By: _______________________________ By: ______________________________ Susan E. Borrego, Interim City Manager
Title: _____________________________
Date: _____________________________
Print name: ________________________
APPROVED AS TO SUFFICIENCY:

Date: _____________________________
By: _______________________________
Christopher Fisher,
Municipal Services Director

APPROVED AS TO FORM:

By: _______________________________
George A. Petrulakis, City Attorney

ATTEST:

By: _______________________________
Nichole Fiez, City Clerk

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Joe Serna
5/30/2025

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City Council Staff Report
June 24, 2025

From: Christopher Fisher, Municipal Services Director
Prepared by: David Huff, Water Quality Control Manager
Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Resolution: Approving an agreement (City Contract No. 2026-009) with Polydyne, Inc., in response to RFB No. 24-026, for the supply and delivery of Anionic Emulsion Polymer for a period of one (1) year, with two (2) additional one-year options to extend, in a total not-to- exceed amount of $150,000, to be expensed from Fund 410 “Water Quality Control”

2. DISCUSSION OF ISSUE:

The City of Turlock (City) solicits competitive bids for water and wastewater chemicals for the drinking water distribution system, Stanislaus Regional Water Authority (SRWA), and the Regional Water Quality Control Facility (RWQCF). These facilities will treat up to six (6) billion gallons of groundwater, five (5) billion gallons of surface water and convert four (4) billion gallons of wastewater to recycled water each year. Various chemicals in bulk quantities are used in both water and wastewater treatment to protect public health and the environment and to ensure the City’s obligation under its many regulatory permits. The chemical covered under this contract is Anionic Emulsion Polymer, which is used as a flocculant aid and for sludge thickening to reduce transportation and land application costs.

The City of Turlock initially participated with the Bay Area Chemical Consortium (BACC) to solicit bids on all water and wastewater treatment chemicals. The BACC is a group of 60 agencies who collaboratively coordinate their chemical bids to obtain the best possible bulk bid prices. For chemicals not solicited by the BACC, the City of Turlock Purchasing Office issues a request for bids (RFB) for the supply and delivery of the remaining required chemicals. The City of Turlock intends to collaborate annually with the BACC to ensure the most competitive pricing.

The Purchasing Division issued RFB No. 24-026 for the supply and delivery of chemicals on an “as needed” basis for various locations. Multiple vendors were solicited. Staff recommends awarding to the lowest responsible bidders.

Chemical Lowest Bidder Unit Cost, Units Annual Usage,
Units Total Cost, $
Anionic Emulsion
Polymer Polydyne Inc. $1.35 per lb 25,000 lbs
$150,000 (w/

30.6%
contingency)

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contingency was added to the total compensation to cover environmental constraints previously mentioned and price increases if both contract extensions are utilized. Contract terms are modified (July 1 to June 30) to align with the annual BACC solicitation process to ensure no chemical supply interruptions.

3. BASIS OF RECOMMENDATION:

1. The City of Turlock is required to maintain the drinking water distribution system, Stanislaus Regional Water Authority (SRWA) Surface Water Treatment facility, and the Regional Water Quality Control Facility (RWQCF) to ensure operational permit compliance.

2. Anionic Emulsion Polymer is a critical component of the water treatment process, and is used as a flocculant aid and for sludge thickening to reduce transportation and land application costs.

3. Polydyne, Inc. is the lowest responsive and responsible bidder meeting all specifications and requirements per RFB No. 24-026.

4. Pursuant to Turlock Municipal Code 2-7-08 (e) and (f), only the City Council can approve agreements of this value.

4. FISCAL IMPACT / BUDGET AMENDMENT:

There is no impact to the General Fund as a result of the proposed action.

The total compensation under this contract will not exceed $150,000 in Fiscal Year 2025- 2026. City staff will include adequate funding in Fund 410, "Water Quality Control” account number 410-51-530.44005_008 “Chemicals Polymer” in the Fiscal Year 2025-2026 budget, and sufficient funds will be available even with a status quo budget. No budget appropriation is needed at this time.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

This action is not subject to the provisions of the California Environmental Quality Act (CEQA) in accordance with Section 15378(b)(5) of the CEQA guidelines. This action consists of “organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment” and therefore is not considered a project.

8. ALTERNATIVES:

1. Do not approve this agreement.

This alternative is not recommended. If the agreement is not approved, staff would need to initiate a new procurement process to secure Aluminum Sulfate from another vendor. This would likely result in higher costs and significant administrative delays.

Such delays could jeopardize the operational efficiency of the SRWA Surface Water

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Treatment Facility and strain resources needed to maintain compliance with State and Federal drinking water standards.

2. Provide Staff Direction on How to Proceed.

9. ATTACHMENTS:

1. Draft Resolution

2. City Contract No. 2026-009 with Polydyne, Inc.

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BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK

RESOLUTION NO. 2025-

WHEREAS, the City of Turlock is required to maintain the drinking water distribution system, Stanislaus Regional Water Authority (SRWA) Surface Water Treatment facility, and the Regional Water Quality Control Facility (RWQCF) to ensure the provision of safe, high-quality drinking water to the public in compliance with State and Federal regulatory standards; and
WHEREAS, Anionic Emulsion Polymer is used as a flocculant aid and for sludge thickening to reduce transportation and land application costs; and WHEREAS, the Purchasing Division issued RFB 24-026 for the supply and delivery of Anionic Emulsion Polymer, and Polydyne, Inc. was selected as the lowest responsive and responsible bidder meeting all specifications; and WHEREAS, the total contract amount will not exceed $150,000 in Fiscal Year 2025-2026 and will be funded through Fund 410, "Water Quality Control” account number 410-51-530.44005_008 “Chemicals Polymer”; and
WHEREAS, this action is not subject to the California Environmental Quality Act (CEQA) under Section 15378(b) of the CEQA guidelines.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby approve an agreement (City Contract No. 2026-009) with Polydyne, Inc., in response to RFB No. 24-026, for the supply and delivery of Anionic Emulsion Polymer for a period of one (1) year, with two (2) additional one-year options to extend, in a total not- to-exceed amount of $150,000, to be expensed from Fund 410 “Water Quality Control”.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 24th day of June, 2025, by the following vote:

AYES:

NOES:
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IN THE MATTER OF APPROVING AN
AGREEMENT (CITY CONTRACT NO. 2026-
009) WITH POLYDYNE, INC., IN
RESPONSE TO RFB NO. 24-026, FOR THE

SUPPLY AND DELIVERY OF ANIONIC

EMULSION POLYMER FOR A PERIOD OF
ONE (1) YEAR, WITH TWO (2) ADDITIONAL

ONE-YEAR OPTIONS TO EXTEND, IN A

TOTAL NOT-TO-EXCEED AMOUNT OF
$150,000, TO BE EXPENSED FROM FUND
410 “WATER QUALITY CONTROL”

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Resolution No. 2025-

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NOT PARTICIPATING:

ABSENT:

ATTEST:
___________________________
Nichole Fiez, City Clerk,
City of Turlock, County of Stanislaus,
State of California

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Sr. Vice-President
Boyd Stanley
06/02/2025

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City Council Staff Report
June 24, 2025

From: Christopher Fisher, Municipal Services Director
Prepared by: David Huff, Water Quality Control Manager
Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Resolution: Approving an agreement (City Contract No. 2026-013) with Pencco, Inc., pursuant to the Bay Area Chemical Consortium (BACC) cooperative agreement Bid No. 06-2025, for the supply and delivery of Ferric Chloride, commencing on July 1, 2025, for a period of one (1) year, in a total not-to-exceed amount of $175,000, for the Municipal Services Department, to be expensed from Fund 410 “Water Quality Control” and Fund 420 “Water,” in accordance with Turlock Municipal Code Section 2-7-08(b)(5), allowing use of joint, cooperative, or leveraged purchasing plans without requiring an additional City bid procedure

2. DISCUSSION OF ISSUE:

The City of Turlock (City) solicits competitive bids for water and wastewater chemicals for the drinking water distribution system, Stanislaus Regional Water Authority (SRWA), and the Regional Water Quality Control Facility (RWQCF). These facilities will treat up to six (6) billion gallons of groundwater, five (5) billion gallons of surface water and convert four (4) billion gallons of wastewater to recycled water each year. Various chemicals in bulk quantities are used in both water and wastewater treatment to protect public health and the environment and to ensure the City’s obligation under its many regulatory permits. The chemical covered under this contract is Ferric Chloride, which is used as an oxidizing agent for hydrogen sulfite in wastewater sludge and serves as a flocculant in water and wastewater treatment.

In parallel with its own solicitations, the City participates with the Bay Area Chemical Consortium (BACC) to solicit bids on water and wastewater treatment chemicals commonly used by other BACC members. Over 60 agencies participated to bid on more than 30 chemicals to consolidate purchasing efforts and to obtain the best possible pricing for chemicals. The purpose of the BACC is to allow agencies to combine the chemical purchases together to create a bulk quantity for bid pricing. The combined solicitations of all the agencies are a cooperative purchase agreement that offers vendors an opportunity to sell greater quantities of their products, resulting in lower prices for the agencies.

Bids were issued by BACC on February 20, 2025 on PlanetBids. For fiscal year 25/26 staff recommends awarding based on BACC pricing.

Chemical Lowest
Bidder
Unit Cost,
Units
Annual
Usage, Units
Total Cost, $

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6/24/2025

Ferric
Chloride
Pencco, Inc. $1,480 per dry
ton
100 dry tons $175,000
(w/ 17% contingency)

The City’s actual chemical needs will vary based on water quality and treated water/wastewater demands. In addition, the quantities of specific chemicals may be greater than anticipated during periods of low flows and degradation of water source supply. The full budget authority provides the flexibility to respond to these conditions as needed. A 17% contingency was added to the total compensation to cover environmental constraints previously mentioned. Contract terms are modified (July 1 to June 30) to align with the annual BACC solicitation process to ensure there are no interruptions in chemical supplies.

3. BASIS OF RECOMMENDATION:

2. Ferric Chloride is a critical component of the water treatment process, and is used as the primary disinfectant in both water and wastewater treatment.

3. Through participation in the Bay Area Chemical Consortium (BACC), the City of Turlock leverages competitively solicited cooperative contracts to secure Ferric Chloride at favorable pricing, ensuring both cost efficiency and regulatory compliance.

4. Pencco, Inc., is the lowest responsive and responsible bidder meeting all specifications and requirements per BACC Bid No. 06-2025.

5. Pursuant to Turlock Municipal Code 2-7-08 (e) and (f), only the City Council can approve agreements of this value.

4. FISCAL IMPACT / BUDGET AMENDMENT:

There is no impact to the General Fund as a result of the proposed action.

The total compensation under this contract will not exceed $175,000 in Fiscal Year 2025- 2026. City staff will include adequate funding in Fund 410, "Water Quality Control” account number 410-51-530.44005_007 “Chemicals Ferric Chloride" and Fund 420 “Water” account number 420-52-550.44001_000 “Supplies General” in the Fiscal Year 2025-2026 budget, and sufficient funds will be available even with a status quo budget. No budget appropriation is needed at this time.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

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direct or indirect physical changes in the environment” and therefore is not considered a project.

8. ALTERNATIVES:

1. Do not approve this agreement.

This alternative is not recommended. If the agreement is not approved, staff would need to initiate a new procurement process to secure chemicals from another vendor.

This would likely result in higher costs and significant administrative delays. Such delays could jeopardize the operational efficiency of the department and strain resources needed to maintain compliance with State and Federal regulations.

2. Provide Staff Direction on How to Proceed.

9. ATTACHMENTS:

1. Draft Resolution

2. City Contract No. 2026-013 with Pencco, Inc.

Page 171 of 844 ends

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK

RESOLUTION NO. 2025-

WHEREAS, the City of Turlock is required to maintain the drinking water distribution system, Stanislaus Regional Water Authority (SRWA) Surface Water Treatment facility, and the Regional Water Quality Control Facility (RWQCF) to ensure the provision of safe, high-quality drinking water to the public in compliance with State and Federal regulatory standards; and
WHEREAS, Ferric Chloride is used as an oxidizing agent for hydrogen sulfite in wastewater sludge and serves as a flocculant in water and wastewater treatment processes; and
WHEREAS, the City of Turlock participates in the Bay Area Chemical Consortium (BACC) cooperative purchasing group to procure water treatment chemicals, ensuring the acquisition of critical supplies through competitively solicited agreements; and WHEREAS, in 2025, BACC issued a competitive solicitation (Bid No. 06-2025) for the supply and delivery of Ferric Chloride, and Pencco, Inc., was selected as the lowest responsive and responsible bidder meeting all specifications, and WHEREAS, pursuant to Turlock Municipal Code Section 2-7-08(b)(5), the City is authorized to procure goods through a cooperative purchasing agreement without conducting an independent competitive bid; and
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THE MATTER OF APPROVING AN
AGREEMENT (CITY CONTRACT NO. 2026-
013) WITH PENCCO, INC., PURSUANT TO

THE BAY AREA CHEMICAL CONSORTIUM
(BACC) COOPERATIVE AGREEMENT BID
NO. 06-2025, FOR THE SUPPLY AND

DELIVERY OF FERRIC CHLORIDE,
COMMENCING ON JULY 1, 2025, FOR A
PERIOD OF ONE (1) YEAR, IN A TOTAL
NOT-TO-EXCEED AMOUNT OF $175,000,

FOR THE MUNICIPAL SERVICES

DEPARTMENT, TO BE EXPENSED FROM
FUND 410 “WATER QUALITY CONTROL”
AND FUND 420 “WATER,” IN

ACCORDANCE WITH TURLOCK
MUNICIPAL CODE SECTION 2-7-08(B)(5),

ALLOWING USE OF JOINT,

COOPERATIVE, OR LEVERAGED

PURCHASING PLANS WITHOUT

REQUIRING AN ADDITIONAL CITY BID

PROCEDURE

Page 172 of 844 ends

Resolution No. 2025-

Page 2 ends

WHEREAS, the total contract amount will not exceed $175,000 in Fiscal Year 2025-2026 and will be funded through Fund 410 “Water Quality Control” (account number 410-51-530.44005_007 “Chemicals Ferric Chloride”) and Fund 420 “Water” (account number 420-52-550.44001_001 “Supplies General”); and
WHEREAS, this action is not subject to the California Environmental Quality Act (CEQA) under Section 15378(b) of the CEQA guidelines.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby approve an agreement (City Contract No. 2026-013) with Pencco, Inc., pursuant to the Bay Area Chemical Consortium (BACC) cooperative agreement Bid No. 06-2025, for the supply and delivery of Ferric Chloride, commencing on July 1, 2025, for a period of one (1) year, in a total not-to-exceed amount of $175,000, for the Municipal Services Department, to be expensed from Fund 410 “Water Quality Control” and Fund 420 “Water,” in accordance with Turlock Municipal Code Section 2-7-08(b)(5), allowing use of joint, cooperative, or leveraged purchasing plans without requiring an additional City bid procedure.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 24th day of June, 2025, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

ATTEST:
___________________________
Nichole Fiez, City Clerk,
City of Turlock, County of Stanislaus,
State of California

Page 173 of 844 ends

Contract No. 2026-013
{PLA 2024}
05/08/2025

SUPPLIER AGREEMENT BETWEEN THE CITY OF TURLOCK
and
PENCCO, INC.
for

SUPPLY AND DELIVERY OF FERRIC CHLORIDE

City Contract No. 2026-013

THIS SUPPLIER AGREEMENT (the “Agreement”) is entered into by and between the CITY OF TURLOCK, a California municipal corporation (“ CITY”), and Pencco, Inc ., a Texas corporation (“SUPPLIER”), on this 1st day of July 2025 (the “ Effective Date ”). C ITY and SUPPLIER may be collectively referred to herein as the “Parties” or individually as “Party.” There are no other parties to this Agreement.

RECITALS

WHEREAS, CITY has a need for Ferric Chloride; and

WHEREAS, SUPPLIER has made a proposal to CITY to provide supply and delivery of Ferric Chloride. A description that of which SUPPLIER proposes to provide is included in Exhibit A attached hereto and incorporated herein by reference; and

WHEREAS, CITY desires to purchase Ferric Chloride from SUPPLIER, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties hereto mutually agree as follows:

AGREEMENT

1. RECITALS: The recitals set forth above (“Recitals”) are true and correct and are hereby incorporated into and made part of this Agreement by this r eference. In the event of any inconsistency between the Recitals and Sections 1 through 37 of this Agreement, Sections 1 through 37 shall prevail.

2. PURCHASE OF PRODUCT: SUPPLIER agrees to sell, and CITY agrees to purchase Ferric Chloride, as described in Exhibit A.

Page 174 of 844 ends

Contract No. 2026-013
{PLA 2024}
05/08/2025

3. SAFETY REQUIREMENT: All services and products must comply with California State Division of Industrial Safety orders and O.S.H.A.

4. COMPENSATION: CITY agrees to pay SUPPLIER in accordance with Exhibit A as full remuneration for performing all Services and furnishing all staffing and materials called for in Exhibit A and for performance by SUPPLIER of all of its duties and obligations under this Agreement. In no event shall the total amount of this Agreement exceed One Hundred Seventy Five Thousand and No/100ths Dollars ($175,000). SUPPLIER agrees that compensation shall be paid in the manner and at the times set forth below:

(a) Invoices: SUPPLIER shall submit dated invoices to CITY specifying the date, location and service rendered, and the charge therefor.

(b) Payment: All payments by CITY shall be made in arrears, after satisfactory service, as determined and approved by CITY, has been provided. Payment shall be made by CITY no more than thirty (30) days from CITY's receipt of invoice.

5. TERM OF AGREEMENT: The term of this Agreement shall be one (1) year and will commence on the Effective Date and terminate o n the 1st day of July, 2026 (Term), unless the Parties mutually agree in writing to terminate the Agreement earlier or extend the Term pursuant to this Agreement.

6. EXTENSION OF AGREEMENT: [Intentionally Omitted]

7. INSURANCE: SUPPLIER shall not commence work under this Agreement until SUPPLIER has obtained City’s approval regarding all insurance requirements, forms, endorsements, amounts, and carrier ratings, nor shall SUPPLIER allow any subcontractor to commence work on a subcontract until all similar insurance required of the subcontractor shall have been so obtained and approved. SUPPLIER shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property wh ich may arise from or in connection with the performance of the work hereunder by SUPPLIER, its agents, representatives, employees or subcontractors.

Failure to maintain or renew coverage or to provide evidence of renewal may constitute a material breach of contract. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to CITY.

(a) Commercial General Liability Insurance: SUPPLIER shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than Five Million Dollars ($ 5,000,000.00) per occurrence, Ten Million Dollars ($10,000,000.00) general aggregate, and Five Million Dollars ($5,000,000.00) products and completed operations for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability and coverage for explosion, collapse and underground property damage hazards.

SUPPLIER’s general liability policies shall be prima ry and not seeking contribution from the City’s coverages, and be endorsed using Insurance Services Office form CG 20 10 to provide that City and its officers, officials, employees, and agents shall be additional insureds under such policies.

(b) Workers’ Compensation Insurance: SUPPLIER shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance with limits of at least One

Page 175 of 844 ends

Contract No. 2026-013
{PLA 2024}
05/08/2025

Million Dollars ($1,000,000.00). SUPPLIER shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

(c) Commercial Auto Insurance: SUPPLIER shall maintain commercial auto liability coverage for owned, leased, hired, and non -owned, borrowed autos using ISO Business Auto Coverage form CA 00 01, or the exact equivalent, with a limit of no less than Two Million Dollars ($2,000,000.00) per accident. If SUPPLIER owns no vehicles, this requirement may be met through a non -owned auto endorsement to the CGL policy.

(d) Contractors Pollution Insurance: SUPPLIER shall provide pollution coverage on a Contractors Pollution Liability form, or other form acceptable to City, providing coverage for liability arising out of sudden, accidental, and gradual pollution and remediation. The policy limit shall be no less than One Million Dollars ($1,000,000.00) per claim. All activities contemplated in the Contract shall be specifically scheduled on the policy as “covered operations.” The polic y shall provide coverage for the hauling of waste from the Project site to the final disposal location, including non-owned disposal sites.

(e) Umbrella or Excess Policy : SUPPLIER may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability and Automobile Liability insurance. No coverage or policies maintained by the City (“Additional Insureds”), whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the SUPPLIER’s primary and excess liability policies are exhausted.

(f) Deductibles and Self -Insured Retentions: Upon request of City, any d eductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elective and appointive boards, officers, agents, employees, and volunteers; or (2) SUPPLIER shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration and defense expenses.

(g) Other Insurance Provisions: The commercial general liability policy shall contain, or be endorsed to contain, the following provisions:

(1) City, its elective and appointive boards, officers, agents, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of SUPPLIER, including materials, parts or equipment furnished in connection with such work or operations, which coverage shall be maintained in effect for at least three (3) years following the completion of the work specified in the contract. General liability coverage can be provided in the form of an endorsement to SUPPLIER’s insurance (at least as broad as CG 20 10 for ongoing operations and CG 20 37 for products/completed operations) , or as a separate Owners and Contractors Protective Liability policy providing both ongoing operations and completed operations coverage.

(2) For any claims related to this project, SUPPLIER’s insurance coverage shall be primary insurance as respects City and any insurance or self-insurance maintained by City shall be excess of SUPPLIER’s insurance and shall not contribute with it.

Page 176 of 844 ends

Contract No. 2026-013
{PLA 2024}
05/08/2025

(3) In the event of cancellation, non-renewal, or material change that reduces or restricts the insurance coverage af forded to City under this Agreement, the insurer, broker/producer, or SUPPLIER shall provide City with thirty (30) days’ prior written notice of such cancellation, non-renewal, or material change.

(h) Acceptability of Insurers: Insurance is to be placed w ith insurers with a current A.M. Best’s rating of no less than A-:VII or with an insurer to which the City has provided prior approval.

(i) Verification of Coverage: SUPPLIER shall furnish City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive SUPPLIER’s obligation to provide them. City reserves the right, at any time, to require complete, certified copies of all required insurance policies and endorsements.

(l) Additional Insurance Requirements : Within five (5) days of the Effective Date, SUPPLIER shall provide City with certificates of insurance and amendatory endorsements for all of the policies required under this Agreement (“Certificates and Endorsements”). Such Certificates and Endorsements shall be kept current for the Term of the Agreement and SUPPLIER shall be responsible for providing updated copies. With the exception of the workers’ compensation insurance, all of the insurance policies required in this Agreement shall: (a) provide that the policy will not be cancelled, allowed to expire, or materially reduced in coverage without at least thirty (30) days’ prior written notice to City of such cancellation, expiration, or reduction and each policy shall be endorsed to state such; (b) name City, and City’s Agents as additional insureds wi th respect to liability arising out of Services, work or operations performed by or on behalf of SUPPLIER and shall be endorsed to state such; (c) cover products and completed operations of SUPPLIER, premises owned, occupied, or used by the SUPPLIER, or automobiles owned, leased, or hired or borrowed by the SUPPLIER; contain no special limitations on the scope of protection afforded to City; (d) allow and be endorsed primary with respect to any insurance or self - insurance programs covering City or City’s Agents and any insurance or self-insurance maintained by City or City’s Agents shall be in excess of SUPPLIER’s insurance and shall not contribute to it; (e) contain standard separation of insured provisions; and (f) state that any failure to comply with rep orting or other provisions of the policy including breaches of warranties shall not affect the coverage provided to City.

Page 177 of 844 ends

Contract No. 2026-013
{PLA 2024}
05/08/2025

8. INDEMNIFICATION: To the full extent permitted by law, SUPPLIER shall indemnify, defend, and hold harmless City and any and all of its elective and appointive boards, officers, officials, agents, employees or volunteers from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, e xpenses or costs of any kind, whether actual, alleged or threatened, including legal counsel’s fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by SUPPLIER or by any individual or agency for which SUPPLIER is legally liable, including, but not limited to, officers, agents, employees, or subcontractors of SUPPLIER.

9. INDEPENDENT CONTRACTOR RELATIONSHIP: All acts of SUPPLIER, its agents, officers, and employees and all others acting on behalf of SUPPLIER relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of CITY. SUPPLIER, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of CITY. SUPPLIER has no authority or responsibility to exercise any rights or power vested in the CITY. No agent, officer, or employee of the CITY is to be considered an employee of SUPPLIER. It is understood by both SUPPLIER and CITY that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

SUPPLIER, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of CITY.

SUPPLIER shall determine the method, details and means of performing the work and Services to be provided by SUPPLIER under this Agreement. SUPPLIER shall be responsible to CITY only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to CITY's c ontrol with respect to the physical action or activities of the SUPPLIER in fulfillment of this Agreement. SUPPLIER has control over the manner and means of performing the Services under this Agreement. SUPPLIER is permitted to provide services to others during the same period service is provided to CITY under this Agreement. If necessary, SUPPLIER has the responsibility for employing other persons or firms to assist SUPPLIER in fulfilling the terms and obligations under this Agreement.

If in the perfo rmance of this Agreement any third persons are employed by SUPPLIER, such persons shall be entirely and exclusively under the direction, supervision, and control of SUPPLIER.

All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the SUPPLIER.

It is further understood and agreed that SUPPLIER must issue W -2 forms or o ther forms as required by law for income and employment tax purposes for all of SUPPLIER'S personnel.

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Contract No. 2026-013
{PLA 2024}
05/08/2025

As an independent contractor, SUPPLIER hereby indemnifies and holds CITY harmless from any and all claims that may be made against CITY based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

10. TERMINATION: Either Party may terminate this Agreement without cause or legal excuse by providing thirty (30) days’ written notice to the other party.

12. NO CONFLICT OF INTEREST. SUPPLIER represents that no conflict of interest will be created under state or federal law by entering into or in carrying out this Agreement.

13. TIME: Time is of the essence in this Agreement for each covenant and term of a condition herein.

14. EXCUSABLE DELAYS; NOTICE TO OTHER OPARTY OF DELAY.

16. AMENDMENTS: Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for CITY or SUPPLIER to modify the scope of Services provided for under this Agreement. Any material extension or change in th e scope of work shall be discussed with CITY and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.

17. EXECUTION AND COUNTERPARTS. This Agreement may be executed

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Contract No. 2026-013
{PLA 2024}
05/08/2025

simultaneously, and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. The Parties agree that this Agreement and any other documents to be delivered in connection herewith may be electronically signed utilizing servic es such as DocuSign and Nitro Sign, or by transmitting signatures in pdf or similar format, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

19. WAIVER: No covenant, term, or condition or the breach thereof shall be deemed waived, except by written consent of the Party against whom the waiver is claimed, and any waiver of the breach of any covenant, term, or condit ion shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term, or condition.

20. AUDIT: CITY's duly authorized representative shall have access at all reasonable times to all reports, contract records, c ontract documents, contract files, and personnel necessary to audit and verify SUPPLIER'S charges to CITY under this Agreement.

SUPPLIER agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment for SUPPLIER Services.

CITY's representative shall have the right to reproduce any of the aforesaid documents.

21. GOVERNING LAW: This Agreement shall be governed according to the laws of the State of California.

22. HEADINGS NOT CONTROLLING: Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

23. COMPLIANCE WITH LAWS: SUPPLIER shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws including, but not limited to, prevailing wage laws, if applicable. SUPPLIER sha ll fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

24. CITY BUSINESS LICENSE: SUPPLIER will have a City of Turlock business license.

25. ASSIGNMENT: This Agreement is binding upon CITY and SUPPLIER and the ir successors. Except as otherwise provided herein, neither CITY nor SUPPLIER shall assign, sublet, or transfer interest in this Agreement or any part thereof without the prior written consent of the other.

26. NOTICE: Any and all notices permitted or required to be given hereunder shall be deemed duly given and effective (1) upon actual delivery, if delivery is by hand; or (2) five (5) days after delivery into the United States mail, if delivery is by postage paid, registered, or certified (return receipt re quested) mail. Each such notice shall be sent to the parties at the address respectively indicated below or to any other address as the respective parties may designate from time to time:

To City:

Page 180 of 844 ends

Contract No. 2026-013
{PLA 2024}
05/08/2025

City of Turlock
Attention: Department Director
156 South Broadway, Suite 270
Turlock, California 95380

With courtesy copy to: City of Turlock, City Attorney’s Office George A. Petrulakis, City Attorney
156 S. Broadway, Suite 230
Turlock, California 95380-5456

If to Supplier: Pencco, Inc.

Attention: Sarah Duffy
PO Box 600
San Felipe, TX 77473

27. CITY CONTRACT ADMINISTRATOR: The City’s contract administrator and contact person for this Agreement is:

David Huff
Municipal Services Department
156 S. Broadway, Suite 270
Turlock, California 95380
Telephone: (209) 668-5590
E-mail: [email protected]

28. MODIFICATION: No alteration, amendment, modification, or termination of this Agreement shall be valid unless made in writing and executed by all of the Parties to this Agreement.

29. AUTHORITY: All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states or firms and that all former requirements necessary or required by state or federal law in order to enter into the Agreement have been fully complied with. Further, by entering into this Agreement, neither Party hereto shall have breached the terms or conditions of any other contract or agreement to which such Party is obligated, which such breach would have a material effect hereon.

30. VENUE. Venue for all legal proceedings shall be in the Superior Court of the State of California, in and for the County of Stanislaus.

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Contract No. 2026-013
{PLA 2024}
05/08/2025

32. ENTIRE AGREEMENT: This Agreement, together with its specific refer ences, attachments, and exhibits, constitutes the entire agreement of the Parties with respect to the subject matters hereof and supersedes any and all prior negotiations, understanding, and agreements with respect hereto, whether oral or written.

34. MANDATORY AND PERMISSIVE : “Shall” and “will” and “agrees” are mandatory. “May” and “can” are permissive.

35. SUCCESSORS AND ASSIGNS : All representations, covenants, and warranties specifically set forth in this Agreement , by or on behalf of, or for the benefit of, any or all of the Parties hereto, shall be binding upon and inure to the benefit of such Party, its successors and assigns.

36. ATTORNEY’S FEES AND COSTS: If any action at law or in equity not resolved pursuant to the “Arbitration of Disputes” section of this Agreement, including action for declaratory relief, is brought to enforce or interpret provisions of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.

37. NECESSARY ACTS AND FURTHER ASSURANCES: The Parties shall at their own cost and expense execu te and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement.

[Signatures on Following Page]

Page 182 of 844 ends

Contract No. 2026-013
{PLA 2024}
05/08/2025

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their respective officers’ thereunto duly authorized.

CITY OF TURLOCK, a municipal corporation Pencco, Inc., a Texas corporation

Date: _____________________________
By: _______________________________
Christopher Fisher,
Municipal Services Director

APPROVED AS TO FORM:

By: _______________________________
George A. Petrulakis, City Attorney

ATTEST:

By: _______________________________
Nichole Fiez, City Clerk

Bid Director
Sarah Duffy
05/30/2025

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City Council Staff Report
June 24, 2025

From: Christopher Fisher, Municipal Services Director
Prepared by: David Huff, Water Quality Control Manager
Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Resolution: Approving an agreement (City Contract No. 2026-008) with Polydyne, Inc., in response to RFB No. 24-025, for the supply and delivery of Cationic Emulsion Polymer for a period of one (1) year, with two (2) additional one-year options to extend, in a total not-to- exceed amount of $350,000, to be expensed from Fund 410 “Water Quality Control”

2. DISCUSSION OF ISSUE:

The City of Turlock solicits competitive bids for water and wastewater chemicals for the drinking water distribution system, Stanislaus Regional Water Authority (SRWA), and the Regional Water Quality Control Facility (RWQCF). These facilities will treat up to six (6) billion gallons of groundwater, five (5) billion gallons of surface water, and convert four (4) billion gallons of wastewater to recycled water each year. Various chemicals in bulk quantities are used in both water and wastewater treatment to protect public health and the environment and to ensure the City’s obligation under its many regulatory permits. The chemical covered under this contract is Cationic Emulsion Polymer, which is used as a flocculant aid and for sludge thickening to reduce transportation and land application costs.

The City of Turlock initially participated with the Bay Area Chemical Consortium (BACC) to solicit bids on all water and wastewater treatment chemicals. The BACC is a group of 60 agencies who collaboratively coordinate their chemical bids to obtain the best possible bulk bid prices. For chemicals not solicited by the BACC, the City of Turlock Purchasing Division issues a request for bids (RFB) for the supply and delivery of the remaining required chemicals. The City of Turlock intends to take part in the BACC and will review every year to guarantee the most competitive pricing.

The Purchasing Division issued RFB 24-025 for the supply and delivery of chemicals on an “as needed” basis for various locations. Multiple vendors were solicited. Staff recommends awarding to the lowest responsible bidder.

Chemical Lowest Bidder Unit Cost, Units Annual Usage,
Units Total Cost, $
Cationic
Emulsion
Polymer
Polydyne Inc. $1.65 per lb 50,000 lbs
$350,000 (w/

26.4%
contingency)

The City’s actual chemical needs will vary based on water quality and treated

Page 187 of 844 ends

Agenda Staff Report
6/24/2025

water/wastewater demands. In addition, the quantities of specific chemicals may be greater than anticipated during periods of low flows and degradation of water source supply. The full budget authority provides the flexibility to respond to these conditions as needed. A 26.4% contingency was added to the total compensation to cover both price increases in the event both contract extensions are utilized. Contract terms are modified (July 1 to June 30) to align with the annual BACC solicitation process to ensure there are no interruptions in chemicals supplies.

3. BASIS OF RECOMMENDATION:

2. Cationic Emulsion Polymer is a critical component of the water treatment process, and is used as a flocculant aid and for sludge thickening to reduce transportation and land application costs.

3. Polydyne, Inc., is the lowest responsive and responsible bidder meeting all specifications and requirements per RFB No. 24-025.

4. Pursuant to Turlock Municipal Code 2-7-08 (e) and (f), only the City Council can approve agreements of this value.

4. FISCAL IMPACT / BUDGET AMENDMENT:

There is no impact to the General Fund as a result of the proposed action.

The total compensation under this contract will not exceed $350,000 in Fiscal Year 2025-26.

City staff will include adequate funding in Fund 410, "Water Quality Control” account number 410-51-530.44005_008 “Chemicals Polymer” in the Fiscal Year 2025-2026 budget, and sufficient funds will be available even with a status quo budget. No budget appropriation is needed at this time.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

8. ALTERNATIVES:

1. Do not approve this agreement.

This alternative is not recommended. If the agreement is not approved, staff would

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Agenda Staff Report
6/24/2025

need to initiate a new procurement process to secure Aluminum Sulfate from another vendor. This would likely result in higher costs and significant administrative delays.

Such delays could jeopardize the operational efficiency of the SRWA Surface Water Treatment Facility and strain resources needed to maintain compliance with State and Federal drinking water standards.

2. Provide Staff Direction on How to Proceed.

9. ATTACHMENTS:

1. Draft Resolution

2. Contract 2026-008 with Polydyne, Inc.

Page 189 of 844 ends

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK

RESOLUTION NO. 2025-

WHEREAS, the City of Turlock is required to maintain the drinking water distribution system, Stanislaus Regional Water Authority (SRWA) Surface Water Treatment facility, and the Regional Water Quality Control Facility (RWQCF) to ensure the provision of safe, high-quality drinking water to the public in compliance with State and Federal regulatory standards; and
WHEREAS, Cationic Emulsion Polymer is used as a flocculant aid and for sludge thickening to reduce transportation and land application costs; and WHEREAS, the Purchasing Office issued RFB 24-025 for the supply and delivery of Cationic Emulsion Polymer, and Polydyne, Inc. was selected as the lowest responsive and responsible bidder meeting all specifications; and
WHEREAS, the total contract amount will not exceed $350,000 and will be funded through Fund 410, "Water Quality Control” account number 410-51-530.44005_008 “Chemicals Polymer”; and
WHEREAS, this action is not subject to the California Environmental Quality Act (CEQA) under Section 15378(b) of the CEQA guidelines.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby approve an agreement (City Contract No. 2026-008) with Polydyne, Inc., in response to RFB No. 24-025, for the supply and delivery of Cationic Emulsion Polymer for a period of one (1) year, with two (2) additional one-year options to extend, in a total not-to-exceed amount of $350,000, to be expensed from Fund 410 “Water Quality Control”.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 24th day of June, 2025, by the following vote:

AYES:
}
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IN THE MATTER OF APPROVING AN
AGREEMENT (CITY CONTRACT NO. 2026-
008) WITH POLYDYNE, INC., IN
RESPONSE TO RFB NO. 24-025, FOR THE

SUPPLY AND DELIVERY OF CATIONIC

EMULSION POLYMER FOR A PERIOD OF
ONE (1) YEAR, WITH TWO (2) ADDITIONAL

ONE-YEAR OPTIONS TO EXTEND, IN A

TOTAL NOT-TO-EXCEED AMOUNT OF
$350,000, TO BE EXPENSED FROM FUND
410 “WATER QUALITY CONTROL”

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Resolution No. 2025-

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NOES:

NOT PARTICIPATING:

ABSENT:

ATTEST:
___________________________
Nichole Fiez, City Clerk,
City of Turlock, County of Stanislaus,
State of California

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Sr. Vice-President
Boyd Stanley
06/02/2025

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City Council Staff Report
June 24, 2025

From: Christopher Fisher, Municipal Services Director
Prepared by: David Huff, Water Quality Control Manager
Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Resolution: Approving an agreement (City Contract No. 2026-010) with Univar Solutions USA LLC, pursuant to the Bay Area Chemical Consortium (BACC) cooperative agreement Bid No. 13-2025, for the supply and delivery of Sodium Hypochlorite, commencing on July 1, 2025, for a period of one (1) year, in a total not-to-exceed amount of $4,000,000, for the Municipal Services Department, to be expensed from Fund 410 “Water Quality Control,” and Fund 420 “Water,” and Fund 450 “SRWA Operations,” in accordance with Turlock Municipal Code Section 2-7-08(b)(5), allowing use of joint, cooperative, or leveraged purchasing plans without requiring an additional City bid procedure

2. DISCUSSION OF ISSUE:

The City of Turlock (City) solicits competitive bids for water and wastewater chemicals for the drinking water distribution system, Stanislaus Regional Water Authority (SRWA), and the Regional Water Quality Control Facility (RWQCF). These facilities will treat up to six (6) billion gallons of groundwater, five (5) billion gallons of surface water, and convert four (4) billion gallons of wastewater to recycled water each year. Various chemicals in bulk quantities are used in both water and wastewater treatment to protect public health and the environment and to ensure the City’s obligation under its many regulatory permits. The chemical covered under this contract is Sodium Hypochlorite, which is used as the primary disinfectant in both water and wastewater treatment.

In parallel with its own solicitations, the City participates with the Bay Area Chemical Consortium (BACC) to solicit bids on water and wastewater treatment chemicals commonly used by other BACC members. Over 60 agencies participated to bid on more than 30 chemicals to consolidate purchasing efforts and to obtain the best possible pricing for chemicals. The purpose of the BACC is to allow agencies to combine the chemicals purchases together to create a bulk quantity for bid pricing. The combined solicitations of all the agencies are a cooperative purchase agreement that offers vendors an opportunity to sell greater quantities of their products, resulting in lower prices for the agencies.

Bids were issued by BACC on February 20, 2025 on PlanetBids. For Fiscal Year 2025-2026 staff recommends awarding based on BACC pricing.

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Agenda Staff Report
6/24/2025

Chemical Lowest
Bidder
Unit Cost, Units Annual
Usage,
Units
Total Cost, $
Sodium
Hypochlorite
Univar
Solutions USA
LLC
$3.29 per lb 1,013,818
gallons
$4,000,000 (w/ 18.3%
contingency)

The City’s actual chemical needs will vary based on water quality and treated water/wastewater demands. In addition, the quantities of specific chemicals may be greater than anticipated during periods of low flows and degradation of water source supply. The full budget authority provides the flexibility to respond to these conditions as needed. An 18.3% contingency was added to the total compensation to cover environmental constraints previously mentioned. Contract terms are modified (July 1 to June 30) to align with the annual BACC solicitation process to ensure there are no interruptions in chemical supplies.

3. BASIS OF RECOMMENDATION:

2. Sodium Hypochlorite is a critical component of the water treatment process and is used as the primary disinfectant in both water and wastewater treatment.

3. Through participation in the Bay Area Chemical Consortium (BACC), the City of Turlock leverages competitively solicited cooperative contracts to secure Sodium Hypochlorite at favorable pricing, ensuring both cost efficiency and regulatory compliance.

4. Univar Solutions USA LLC is the lowest responsive and responsible bidder meeting all specifications and requirements per BACC Bid No. 13-2025.

5. Pursuant to Turlock Municipal Code 2-7-08 (e) and (f), only the City Council can approve agreements of this value.

4. FISCAL IMPACT / BUDGET AMENDMENT:

There is no impact to the General Fund as a result of the proposed action.

The total compensation under this contract will not exceed $4,000,000. City staff will include adequate funding in Fund 410 "Water Quality Control” account number 410-51- 530.44005_006 “Chemicals Chlorine”, Fund 420 “Water” account number 420-52- 550.44005_006 “Chemicals Chlorine”, and Fund 450 “SRWA Operations" account number 450-53-550.44005 “Chemicals” in the Fiscal Year 2025-2026 budget, and sufficient funds will be available even with a status quo budget. No budget appropriation is needed at this time.

5. STAFF RECOMMENDATION:

Recommend approval.

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Agenda Staff Report
6/24/2025

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

8. ALTERNATIVES:

1. Do not approve the agreement. This alternative is not recommended. If the agreement is not approved, staff would need to initiate a new procurement process to secure chemicals from another vendor. This would likely result in higher costs and significant administrative delays. Such delays could jeopardize the operational efficiency of the department and strain resources needed to maintain compliance with State and Federal regulations.

2. Provide Staff with direction on how to proceed.

9. ATTACHMENTS:

1. Draft Resolution

2. City Contract No. 2026-010 with Univar Solutions USA LLC

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BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK

RESOLUTION NO. 2025-

WHEREAS, the City of Turlock is required to maintain the drinking water distribution system, Stanislaus Regional Water Authority (SRWA) Surface Water Treatment facility, and the Regional Water Quality Control Facility (RWQCF) to ensure the provision of safe, high-quality drinking water to the public in compliance with State and Federal regulatory standards; and
WHEREAS, Sodium Hypochlorite is a critical chemical used as the primary disinfectant in both water and wastewater treatment processes; and WHEREAS, the City of Turlock participates in the Bay Area Chemical Consortium (BACC) cooperative purchasing group to procure water treatment chemicals, ensuring the acquisition of critical supplies through competitively solicited agreements; and WHEREAS, in 2025, BACC issued a competitive solicitation (Bid No. 13-2025) for the supply and delivery of Sodium Hypochlorite, and Univar Solutions USA LLC was selected as the lowest responsive and responsible bidder meeting all specifications; and WHEREAS, pursuant to Turlock Municipal Code Section 2-7-08(b)(5), the City is authorized to procure goods through a cooperative purchasing agreement without }
}
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IN THE MATTER OF APPROVING AN
AGREEMENT (CITY CONTRACT NO. 2026-
010) WITH UNIVAR SOLUTIONS USA LLC,

PURSUANT TO THE BAY AREA

CHEMICAL CONSORTIUM (BACC)
COOPERATIVE AGREEMENT BID NO. 13-
2025, FOR THE SUPPLY AND DELIVERY

OF SODIUM HYPOCHLORITE,
COMMENCING ON JULY 1, 2025, FOR A
PERIOD OF ONE (1) YEAR, IN A TOTAL
NOT TO EXCEED AMOUNT OF $4,000,000,

FOR THE MUNICIPAL SERVICES

DEPARTMENT, TO BE EXPENSED FROM
FUND 410 “WATER QUALITY CONTROL,”
FUND 420 “WATER,” AND FUND 450
“SRWA OPERATIONS,” IN ACCORDANCE

WITH TURLOCK MUNICIPAL CODE
SECTION 2-7-08(B)(5), ALLOWING USE OF

JOINT, COOPERATIVE, OR LEVERAGED

PURCHASING PLANS WITHOUT

REQUIRING AN ADDITIONAL CITY BID

PROCEDURE

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Resolution No. 2025-

Page 2 ends

conducting an independent competitive bid; and
WHEREAS, the total contract amount will not exceed $4,000,000 and will be funded through Fund 410 “Water Quality Control” (account number 410-51- 530.44005_006 “Chemicals Chlorine”), Fund 420 “Water” (account number 420-52- 550.44005_006 “Chemicals Chlorine”), and Fund 450 “SRWA Operations” (account number 450-53-550.44005 “Chemicals”); and
WHEREAS, this action is not subject to the California Environmental Quality Act (CEQA) under Section 15378(b) of the CEQA guidelines.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby approve an agreement (City Contract No. 2026-010) with Univar Solutions USA LLC, pursuant to the Bay Area Chemical Consortium (BACC) cooperative agreement Bid No. 13-2025, for the supply and delivery of Sodium Hypochlorite, commencing on July 1, 2025, for a period of one (1) year, in a total not-to-exceed amount of $4,000,000, for the Municipal Services Department, to be expensed from Fund 410 “Water Quality Control,” Fund 420 “Water,” and Fund 450 “SRWA Operations,” in accordance with Turlock Municipal Code Section 2-7-08(b)(5), allowing use of joint, cooperative, or leveraged purchasing plans without requiring an additional City bid procedure.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 24th day of June, 2025, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

ATTEST:
___________________________
Nichole Fiez, City Clerk,
City of Turlock, County of Stanislaus,
State of California

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Contract No. 2026-010
{PLA 2024}
05/08/2025

SUPPLIER AGREEMENT BETWEEN THE CITY OF TURLOCK
and
UNIVAR SOLUTIONS USA, LLC for

SUPPLY AND DELIVERY OF SODIUM HYPOCHLORITE

City Contract No. 2026-010

THIS SUPPLIER AGREEMENT (the “Agreement”) is entered into by and between the CITY OF TURLOCK, a California municipal corporation (“ CITY”), and UNIVAR SOLUTIONS USA, LLC, a Washington limited liability company (“SUPPLIER”), on this 1st day of July 2025 (the “Effective Date”).

CITY and SUPPLIER may be collectively referred to herein as the “ Parties” or individually as “ Party.” There are no other parties to this Agreement.

RECITALS

WHEREAS, CITY has a need for Sodium Hypochlorite; and

WHEREAS, SUPPLIER has made a proposal to CITY to provide supply and delivery of Sodium Hypochlorite. A description that of which SUPPLIER proposes to provide is included in Exhibit A attached hereto and incorporated herein by reference; and

WHEREAS, CITY desires to purchase Sodium Hypochlorite from SUPPLIER, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties hereto mutually agree as follows:

AGREEMENT

1. RECITALS: The recitals set forth above (“Recitals”) are true and correct and are hereby incorporated into and made part of this Agreement by this reference. In the event of any inconsistency between the Recitals and Sections 1 through 37 of this Agreement, Sections 1 through 37 shall prevail.

2. PURCHASE OF PRODUCT: SUPPLIER agrees to sell, and CITY agrees to purchase Sodium Hypochlorite, as described in Exhibit A.

3. SAFETY REQUIREMENT: All services and products must comply with California State

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Contract No. 2026-010
{PLA 2024}
05/08/2025

Division of Industrial Safety orders and O.S.H.A.

SUPPLIER agrees that compensation shall be paid in the manner and at the times set forth below:

(a) Invoices: SUPPLIER shall submit dated invoices to CITY specifying the date, location and service rendered, and the charge therefor.

6. EXTENSION OF AGREEMENT: [Intentionally Omitted]

7. INSURANCE: SUPPLIER shall not commence work under this Agreement until SUPPLIER has obtained City’s approval regarding all insurance requirements, forms, endorsements, amounts, and carrier ratings, nor shall SUPPLIER allow any subcontractor to commence wo rk on a subcontract until all similar insurance required of the subcontractor shall have been so obtained and approved. SUPPLIER shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to p roperty which may arise from or in connection with the performance of the work hereunder by SUPPLIER, its agents, representatives, employees or subcontractors.

Failure to maintain or renew coverage or to provide evidence of renewal may constitute a materia l breach of contract. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to CITY.

SUPPLIER’s general liability policies shall be primary and not seeking contribution from the City’s coverages, and be endorsed using Insurance Services Office form CG 20 10 to provide that City and its officers, officials, employees, and agents shall be additional insureds under such policies.

(b) Workers’ Compensation Insurance: SUPPLIER shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance with limits of at least One Million Dollars ($1,000,000.00). SUPPLIER shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

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Contract No. 2026-010
{PLA 2024}
05/08/2025

(c) Commercial Auto Insurance: SUPPLIER shall maintain commercial auto liability coverage for owned, leased, hired, and non -owned, borrowed autos using ISO Business Auto Coverage form CA 00 01, or the exact equivalent, with a limit of no less than Two Million Dollars ($2,000,000.00) per accident. If SUPPLIER owns no vehicles, this requirement ma y be met through a non -owned auto endorsement to the CGL policy.

(d) Contractors Pollution Insurance: SUPPLIER shall provide pollution coverage on a Contractors Pollution Liability form, or other form acceptable to City, providing coverage for liability arising out of sudden, accidental, and gradual pollution and remediatio n. The policy limit shall be no less than One Million Dollars ($1,000,000.00) per claim. All activities contemplated in the Contract shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the Project site to the final disposal location, including non-owned disposal sites.

(e) Umbrella or Excess Policy : SUPPLIER may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability and Automobile Liability insurance. No coverage or policies maintained by the City (“Additional Insureds”), whether primary or excess, and which also apply to a los s covered hereunder, shall be called upon to contribute to a loss until the SUPPLIER’s primary and excess liability policies are exhausted.

(f) Deductibles and Self -Insured Retentions: Upon request of City, any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elective and appointive boards, officers, agents, employees, and volunteers; or (2) SUPPLIER shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration and defense expenses.

(g) Other Insurance Provisions: The commercial general liability policy shall contain, or be endorsed to contain, the following provisions:

(1) City, its elective and appointive boards, officers, agents, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of SUPPLIER, including materials, parts or equipment furnished in connection with such work or operations, which coverage shall be maintained in effect for at least three (3) years following the completion of the work specified in the contract. General liability coverage can be provided in the form of an endorsement to SUPPLIER’s insurance (at least as broad as CG 20 10 for ongoing operations and CG 20 37 for products/completed operations), or as a separate Owners and Contractor s Protective Liability policy providing both ongoing operations and completed operations coverage.

(3) In the event of cancellation, non-renewal, or material change that reduces or restricts the insurance coverage afforded to City under this Agreement, the insurer, broker/producer, or Docusign Envelope ID: 64203764-4079-43AA-8B57-27F3F335865C

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Contract No. 2026-010
{PLA 2024}
05/08/2025

SUPPLIER shall provide City with thirty (30) days’ prior written notice of such cancellation, non-renewal, or material change.

(4) Coverage shall not extend to any indemnity coverage for the active negligence of the additi onal insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code.

(h) Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-:VII or with an insurer to which the City has provided prior approval.

(l) Additional Insurance Requirements : Within five (5) days of the Effective Date, SUPPLIER shall provide City with certificates of insurance and amendatory endorsements for all of the policies required under t his Agreement (“Certificates and Endorsements”). Such Certificates and Endorsements shall be kept current for the Term of the Agreement and SUPPLIER shall be responsible for providing updated copies. With the exception of the workers’ compensation insurance, all of the insurance policies required in this Agreement shall: (a) provide that the policy will not be cancelled, allowed to expire, or materially reduced in coverage without at least thirty (30) days’ prior written notice to City of such cancellation, expiration, or reduction and each policy shall be endorsed to state such; (b) name City, and City’s Agents as additional insureds with respect to liability arising out of Services, work or operations performed by or on behalf of SUPPLIER and shall be endo rsed to state such; (c) cover products and completed operations of SUPPLIER, premises owned, occupied, or used by the SUPPLIER, or automobiles owned, leased, or hired or borrowed by the SUPPLIER; contain no special limitations on the scope of protection af forded to City; (d) allow and be endorsed primary with respect to any insurance or self - insurance programs covering City or City’s Agents and any insurance or self-insurance maintained by City or City’s Agents shall be in excess of SUPPLIER’s insurance and shall not contribute to it; (e) contain standard separation of insured provisions; and (f) state that any failure to comply with reporting or other provisions of the policy including breaches of warranties shall not affect the coverage provided to City.

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Contract No. 2026-010
{PLA 2024}
05/08/2025

8. INDEMNIFICATION: To the full extent permitted by law, SUPPLIER shall indemnify, defend, and hold harmless City and any and all of its elective and appointive boards, officers, officials, agents, employees or volunteers from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsel’s fees and costs, court cost s, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by SUPPLIER or by any individual or agency for which SUPPLIER is legally liable, including, but not limited to, officers, agents, employees, or subcontractors of SUPPLIER.

9. INDEPENDENT CONTRACTOR RELATIONSHIP : All acts of SUPPLIER, its agents, officers, and employees and all others acting on behalf of SUPPLIER rela ting to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of CITY. SUPPLIER, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of CITY. SUPPLIER has no authority or responsibility to exercise any rights or power vested in the CITY. No agent, officer, or employee of the CITY is to be considered an employee of SUPPLIER. It is understood by both SUPPLIER and CITY that this Agreement shall not unde r any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

SUPPLIER, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves a s independent contractors and not as employees of CITY.

SUPPLIER shall determine the method, details and means of performing the work and Services to be provided by SUPPLIER under this Agreement. SUPPLIER shall be responsible to CITY only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to CITY's control with respect to the physical action or activities of the SUPPLIER in fulfillment of this Agreement. SUPPLIE R has control over the manner and means of performing the Services under this Agreement. SUPPLIER is permitted to provide services to others during the same period service is provided to CITY under this Agreement. If necessary, SUPPLIER has the responsibility for employing other persons or firms to assist SUPPLIER in fulfilling the terms and obligations under this Agreement.

If in the performance of this Agreement any third persons are employed by SUPPLIER, such persons shall be entirely and exclusively under the direction, supervision, and control of SUPPLIER.

All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the SUPPLIER.

It is further understood and agreed that SUPPLIER must issue W -2 forms or other forms as required by law for income and employment tax purposes for all of SUPPLIER'S personnel.

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Contract No. 2026-010
{PLA 2024}
05/08/2025

As an indep endent contractor, SUPPLIER hereby indemnifies and holds CITY harmless from any and all claims that may be made against CITY based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

10. TERMINATION: Either Party may terminate this Agreement without cause or legal excuse by providing thirty (30) days’ written notice to the other party.

11. CONFORMANCE WITH FEDERAL AND STATE LAW: All equipment, supplies and services used by SUPPLIER in the performanc e of this Agreement shall conform to the laws of the government of the United States and the State of California.

12. NO CONFLICT OF INTEREST. SUPPLIER represents that no conflict of interest will be created under state or federal law by entering into or in carrying out this Agreement.

13. TIME: Time is of the essence in this Agreement for each covenant and term of a condition herein.

14. EXCUSABLE DELAYS; NOTICE TO OTHER OPARTY OF DELAY.

16. AMENDMENTS: Both parties to this Agreement unders tand that it may become desirable or necessary during the execution of this Agreement, for CITY or SUPPLIER to modify the scope of Services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with CITY and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.

17. EXECUTION AND COUNTERPARTS. This Agreement may be executed Docusign Envelope ID: 64203764-4079-43AA-8B57-27F3F335865C

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Contract No. 2026-010
{PLA 2024}
05/08/2025

simultaneously, and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. The Parties agree that this Agreement and any other documents to be delivered in connection herewith may be electronically signed utilizing services such as DocuSign and Nitro Sign, or by transmitting signatures in pdf or similar format, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

18. PARTIAL I NVALIDITY: If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

SUPPLIER agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final p ayment for SUPPLIER Services.

CITY's representative shall have the right to reproduce any of the aforesaid documents.

21. GOVERNING LAW: This Agreement shall be governed according to the laws of the State of California.

22. HEADINGS NOT CONTROLLING: Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

24. CITY BUSINESS LICENSE: SUPPLIER will have a City of Turlock business license.

26. NOTICE: Any and all notices permitted or required to be given hereunder shall be deemed duly given and effective (1) upon actual delivery, if delivery is by hand; or (2) five (5) days after delivery into the United States mail, if delivery is by postage paid, registered, or certified (return receipt requested) mail. Each such notice shall be sent to the parties at the address respectively indicated below or t o any other address as the respective parties may designate from time to time:

To City:

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Contract No. 2026-010
{PLA 2024}
05/08/2025

City of Turlock
Attention: Department Director
156 South Broadway, Suite 270
Turlock, California 95380

With courtesy copy to: City of Turlock, City Attorney’s Office George A. Petrulakis, City Attorney
156 S. Broadway, Suite 230
Turlock, California 95380-5456

If to Supplier: Univar Solutions USA LLC
Attention: Joe Serna
8201 S. 212th Street
Kent, Washington 89032

27. CITY CONTRACT ADMINISTRATOR: The City’s contract administrator and contact person for this Agreement is:

David Huff
Municipal Services Department
156 S. Broadway, Suite 270
Turlock, California 95380
Telephone: (209) 668-5590
E-mail: [email protected]

28. MODIFICATION: No alteration, amendment, modification, or termination of this Agreement shall be valid unless made in writing and executed by all of the Parties to this Agreement.

30. VENUE. Venue for all legal proceedings shall be in the Superior Court of the State of California, in and for the County of Stanislaus.

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Contract No. 2026-010
{PLA 2024}
05/08/2025

32. ENTIRE AGREEMENT: This Agreement, together with its speci fic references, attachments, and exhibits, constitutes the entire agreement of the Parties with respect to the subject matters hereof and supersedes any and all prior negotiations, understanding, and agreements with respect hereto, whether oral or written.

34. MANDATORY AND PERMISSIVE : “Shall” and “will” and “agrees” are mandatory. “May” and “can” are permissive.

35. SUCCESSORS AND ASSIGNS : All representations, covenants, and warranties specifically set forth in this A greement, by or on behalf of, or for the benefit of, any or all of the Parties hereto, shall be binding upon and inure to the benefit of such Party, its successors and assigns.

36. ATTORNEY’S FEES AND COSTS: If any action at law or in equity not resolved pursuant to the “Arbitration of Disputes” section of this Agreement, including action for declaratory relief, is brought to enforce or interpret provisions of this Agreement, the prevailing Party shall be ent itled to reasonable attorney's fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.

37. NECESSARY ACTS AND FURTHER ASSURANCE S: The Parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement.

[Signatures on Following Page]

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Contract No. 2026-010
{PLA 2024}
05/08/2025

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their respective officers’ thereunto duly authorized.

CITY OF TURLOCK, a municipal corporation UNIVAR SOLUTIONS USA, LLC, a Washington limited liability company

Date: _____________________________
By: _______________________________
Christopher Fisher,
Municipal Services Director

APPROVED AS TO FORM:

By: _______________________________
George A. Petrulakis, City Attorney

ATTEST:

By: _______________________________
Nichole Fiez, City Clerk

Docusign Envelope ID: 64203764-4079-43AA-8B57-27F3F335865C 5/30/2025
Vice President - Bulk Chem Dist
Joe Serna

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City Council Staff Report
June 24, 2025

From: Christopher Fisher, Municipal Services Director
Prepared by: Salena Estrada, Water Treatment Plant Manager Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Resolution: Approving an agreement (City Contract No. 2026-014) with Chemtrade Chemicals Corporation US LLC, pursuant to the Bay Area Chemical Consortium (BACC) cooperative agreement Bid No. 01-2025 for the supply and delivery of Aluminum Sulfate, commencing July 1, 2025, for a period of one (1) year, in a total not-to-exceed amount of $196,624, for the Stanislaus Regional Water Authority (SRWA), to be expensed to Fund 450 "SRWA Operations," in accordance with Turlock Municipal Code Section 2-7-08(b)(5) allowing use of joint, cooperative, or leveraged purchasing plans without requiring an additional City bid procedure

2. DISCUSSION OF ISSUE:

The City of Turlock (City) annually solicits competitive bids for the procurement of water treatment chemicals on behalf of the Stanislaus Regional Water Authority (SRWA). These chemicals are purchased in bulk and are essential to the treatment process, which is designed to protect public health, preserve environmental quality, and ensure compliance with the City’s regulatory permits.

SRWA utilizes Aluminum Sulfate in its water treatment process to meet the State of California’s drinking water standards for human consumption. Aluminum Sulfate serves as a coagulant, aiding in the removal of suspended particles from raw surface water. It facilitates the aggregation of fine particles into larger clumps, known as floc, which can then be more efficiently removed through conventional filtration and sedimentation processes. This step is critical in ensuring the delivery of safe, high-quality drinking water to the community.

The SRWA facility is capable of treating up to five and a half (5.5) billion gallons of surface water annually - nearly fifteen (15) million gallons per day (MGD) - which requires the use of approximately 578 gallons of Aluminum Sulfate daily and 210,788 gallons annually.

Turlock Municipal Code Section 2-7-08(b)(5) allows staff to directly purchase from companies that are a part of a cooperative purchasing agreement that have been solicited and awarded on a competitive basis. In 2023, the City of Turlock joined the Bay Area Chemical Consortium (BACC), a cooperative purchasing group formed by public agencies affiliated with the Bay Area Clean Water Agencies (BACWA). This partnership enables participating agencies to consolidate chemical procurement efforts and leverage collective purchasing power to secure competitive pricing on chemicals commonly used in the water and wastewater industry. For the Fiscal Year 2025-2026 bid cycle, Chemtrade Chemicals US LLC was selected as the supplier of Aluminum Sulfate under BACC Bid No. 01-2025, titled “For Supply and Delivery of Aluminum Sulfate.” The solicitation was issued by BACC on February 20, 2025 via PlanetBids.com.

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Agenda Staff Report
6/24/2025

Chemical Lowest
Bidder
Unit Cost,
Units
Annual
Usage, Units
Total Cost, $
Aluminum
Sulfate
Chemtrade $ 0.9328 per
gal
210,788
gallons
$196,624

Staff recommends awarding the procurement of Aluminum Sulfate for Fiscal Year 2025-2026 based on the pricing established through this cooperative agreement.

3. BASIS OF RECOMMENDATION:

1. The City of Turlock is required to maintain the SRWA Surface Water Treatment facility and distribution system to ensure operational permit compliance.

2. Aluminum Sulfate is a critical component of the water treatment process, acting as a coagulant to remove suspended particles from raw surface water, thereby ensuring the City meets State and federal drinking water standards.

3. Through participation in the Bay Area Chemical Consortium (BACC), the City of Turlock leverages competitively solicited cooperative contracts to secure Aluminum Sulfate at favorable pricing, ensuring both cost efficiency and regulatory compliance for the SRWA facility.

4. Chemtrade Chemicals Corporation US LLC, is the lowest responsive and responsible bidder meeting all specifications and requirements per BACC Bid No. 01-2025.

5. Pursuant to Turlock Municipal Code 2-7-08 (e) and (f), only the City Council can approve agreements of this value.

4. FISCAL IMPACT / BUDGET AMENDMENT:

No General Fund money will be used for this expense.

The total compensation under this contract will not exceed $196,624. City staff will include adequate funding in Fund 450, "SRWA Operations," account number 450-53-550.44005, "Chemicals," in the Fiscal Year 2025-2026 budget, and sufficient funds will be available even with a status quo budget. No budget appropriation is needed at this time.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

8. ALTERNATIVES:

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Agenda Staff Report
6/24/2025

1. Do not approve this agreement.

2. Provide Staff Direction on How to Proceed.

9. ATTACHMENTS:

1. Draft Resolution

2. City Contract No. 2026-014 with Chemtrade Chemicals Corporation US LLC

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BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK

RESOLUTION NO. 2025-

WHEREAS, the Stanislaus Regional Water Authority (SRWA) is responsible for operating and maintaining a surface water treatment facility to ensure the provision of safe, high-quality drinking water to the public in compliance with State and Federal regulatory standards; and
WHEREAS, Aluminum Sulfate is a critical coagulant used in the SRWA Surface Water Treatment Facility’s process to meet State and Federal drinking water standards by facilitating the removal of suspended particles from raw surface water; and WHEREAS, the City of Turlock participates in the Bay Area Chemical Consortium (BACC) cooperative purchasing group to procure water treatment chemicals on behalf of the Stanislaus Regional Water Authority, ensuring the acquisition of critical supplies through competitively solicited agreements; and
WHEREAS, in 2025, BACC issued a competitive solicitation (Bid No. 01-2025) for the supply and delivery of Aluminum Sulfate, and Chemtrade Chemicals Corporation US LLC was selected as the lowest responsive and responsible bidder meeting all specifications; and
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IN THE MATTER OF APPROVING AN
AGREEMENT (CITY CONTRACT NO. 2026-
014) WITH CHEMTRADE CHEMICALS

CORPORATION US LLC, PURSUANT TO

THE BAY AREA CHEMICAL CONSORTIUM
(BACC) COOPERATIVE AGREEMENT BID
NO. 01-2025 FOR THE SUPPLY AND

DELIVERY OF ALUMINUM SULFATE,
COMMENCING JULY 1, 2025, FOR A
PERIOD OF ONE (1) YEAR, IN A TOTAL
NOT-TO-EXCEED AMOUNT OF $196,624,

FOR THE STANISLAUS REGIONAL

WATER AUTHORITY (SRWA), TO BE
EXPENSED TO FUND 450 "SRWA
OPERATIONS," IN ACCORDANCE WITH
TURLOCK MUNICIPAL CODE SECTION 2-
7-08(B)(5) ALLOWING USE OF JOINT,

COOPERATIVE, OR LEVERAGED

PURCHASING PLANS WITHOUT

REQUIRING AN ADDITIONAL CITY BID

PROCEDURE

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Resolution No. 2025-

Page 2 ends

WHEREAS, pursuant to Turlock Municipal Code Section 2-7-08(b)(5), the City is authorized to procure goods through a cooperative purchasing agreement without conducting an independent competitive bid; and
WHEREAS, the total contract amount will not exceed $196,624 and will be funded through Fund 450 "SRWA Operations," account number 450-53-550.44005; and WHEREAS, this action is not subject to the California Environmental Quality Act (CEQA) under Section 15378(b) of the CEQA guidelines.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby approve an agreement (City Contract No. 2026-014) with Chemtrade Chemicals Corporation US LLC, pursuant to the Bay Area Chemical Consortium (BACC) cooperative agreement Bid No. 01-2025 for the supply and delivery of Aluminum Sulfate, commencing July 1, 2025, for a period of one (1) year, in a total not-to-exceed amount of $196,624 in Fiscal Year 2025-2026, for the Stanislaus Regional Water Authority (SRWA), to be expensed to Fund 450 "SRWA Operations," in accordance with Turlock Municipal Code Section 2-7-08(b)(5) allowing use of joint, cooperative, or leveraged purchasing plans without requiring an additional City bid procedure.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 24th day of June, 2025, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

ATTEST:
___________________________
Nichole Fiez, City Clerk,
City of Turlock, County of Stanislaus,
State of California

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PO Box 24055, MS 702 • Oakland, CA 94623 • www.bacwa.org Central Contra Costa Sanitary District • East Bay Dischargers Authority • City of San Jose • East Bay Municipal Utility District • City & County of San Francisco March 17, 2025
Chemtrade Chemicals US LLC
Attn: Elizabeth Ryno
90 East Halsey Road, Suite 200
Parsippany, NJ 07054
RE: Award Contract in Response to Bay Area Chemical Consortium (BACC) Bid No. 01-2025 for Supply and Delivery of ALUMINUM SULFATE.

Dear Ms. Ryno
We are pleased to advise you that the bid submitted by Chemtrade Chemicals US LLC for Bid No. 01-2025 was determined to be the lowest responsive bid for the supply and delivery of ALUMINUM SULFATE during the period July 1, 2025 through June 30, 2026.

The participating BACC Agencies should be contacting you shortly to discuss entering into contracts with Chemtrade Chemicals US LLC for their respective facilities.

Bay Area Chemical Consortium sincerely appreciates your efforts and participation in the competitive bid process.

If you have any questions, please free to contact me at [email protected] Sincerely,
Jennifer Dyment
Assistant Executive Director
BACWA.org
as Coordinating Agency for the Bay Area Chemical Consortium

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Bay Area Clean Water Agencies
Bay Area Clean Water Agencies
Bid Results for Project 01-2025 ALUMINUM SULFATE
Bid Due on February 20, 2025 4:00 PM (PDT)

SINGLE BID AWARD
Section
Description Central Valley East Bay North Bay Sacramento South Bay Tri Valley Unit of Measure gal gal gal gal gal gal
Chemtrade Chemicals, LLC US 0.9328 0.9328 0.9328 0.8702 1.1068 0.9328 ALUMINUM SULFATE 44%-49% Liquid Solution

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City Council Staff Report
June 24, 2025

From: Christopher Fisher, Municipal Services Director
Prepared by: Carlos Guerrero, Utilities Division Manager Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Resolution: Approving Amendment No. 1 (City Contract 2025-014) with Pacific Star Chemical, LLC dba Northstar Chemical for the supply of Ferric Chloride, Sodium Hydroxide, and Sulfuric Acid chemicals in the amount of $200,000 for a revised total compensation not to exceed $300,000 and to extend the term to be funded by Fund 420 "Water"

2. DISCUSSION OF ISSUE:

In support of the City-wide chlorination program, the City of Turlock solicited competitive bids for the procurement of water and wastewater treatment chemicals used across the City’s drinking water distribution system, the Stanislaus Regional Water Authority (SRWA), and the Regional Water Quality Control Facility (RWQCF). Collectively, these facilities process approximately 6 billion gallons of groundwater and 5 billion gallons of surface water annually.

On March 15, 2024, the Purchasing Department issued Request for Bids (RFB) No. 24-003 for the "as-needed" supply and delivery of various treatment chemicals to multiple sites.

These chemicals, delivered in bulk quantities, are essential to water and wastewater treatment operations, supporting public health, environmental protection, and compliance with regulatory permits and State reporting requirements.

Northstar Chemical submitted a responsive bid to supply three specific chemicals—Sulfuric Acid, Sodium Hydroxide, and Ferric Chloride—to the Municipal Services Department. The vendor has demonstrated the capability to deliver smaller chemical quantities to Well 38, which serves as the primary chemical storage location.

To ensure continued service and pricing stability, the Municipal Services Department recommends amending the current contract to extend the term by an additional two years and establishing a revised not-to-exceed total of $300,000 over the three-year term to provide for adequate spending authority.

3. BASIS OF RECOMMENDATION:

A. The City requires three specific chemicals—Ferric Chloride, Sodium Hydroxide, and Sulfuric Acid—for water and wastewater treatment operations at Well 38 (2919 W.

Christoffersen Road), where the on-site tanks have capacities of:
o 1,300 gallons for Ferric Chloride
o 3,100 gallons for Sodium Hydroxide
o 1,300 gallons for Sulfuric Acid

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Agenda Staff Report
6/24/2025

B. Pacific Star Chemical was selected through a competitive RFP process (No. 24-003) and has reliably supplied these chemicals, demonstrating the ability to accommodate the City’s unique operational needs, including:

1. Smaller, as-needed quantities (often 500–600 gallons per delivery)

2. Direct truck-to-tank delivery, which is critical as City staff lack the specialized equipment required to handle chemical totes safely.

C. The City has maintained a strong, positive working relationship with Northstar Chemical; their performance has been consistent, efficient, and responsive.

D. To ensure continued compliance with water quality regulations and to maintain uninterrupted service, staff recommend extending the agreement for two additional years and modifying the total compensation to a revised not-to-exceed total of $300,000.

E. Adequate funding has been budgeted in Fund 420 for FY 2024–25, and the proposed FY 2025–26 budget includes the necessary allocations; therefore, no additional appropriation is required at this time.

4. FISCAL IMPACT / BUDGET AMENDMENT:

The fiscal impact of the proposed contract amendment is $300,000 over the term of the agreement, which commenced on July 1, 2024. To date, $73,051.99 has been expended under the current contract. In alignment with anticipated chemical supply needs and current expenditure trends, staff recommend increasing the total compensation accordingly to ensure continuity of service.

Adequate funding has been appropriated in Fund 420 (Water Enterprise Fund) account number 420-52-550.44005_006 for Fiscal Year 2024–25, and corresponding funds have been requested in the proposed budget for Fiscal Year 2025–26 to cover future expenditures under the amended agreement.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

8. ALTERNATIVES:

A. Council could elect to not approve Amendment No. 1 to the contract with Northstar Chemical. However, failure to approve the contract extension could jeopardize the City’s ability to maintain compliance with state and federal drinking water and

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Agenda Staff Report
6/24/2025

wastewater treatment standards, potentially resulting in operational disruptions, regulatory violations, and increased health and safety risks for the community.

B. Provide staff direction on how to proceed.

9. ATTACHMENTS:

1. Draft Resolution

2. Amendment No. 1 to City Contract 2025-014 with Pacific Star Chemical, LLC

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BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
RESOLUTION NO. 2025-
WHEREAS, the City of Turlock requires the as-needed supply and delivery of water and wastewater treatment chemicals to support safe and compliant operations at multiple City facilities, including the drinking water distribution system, Stanislaus Regional Water Authority (SRWA), and the Regional Water Quality Control Facility (RWQCF); and
WHEREAS, Pacific Star Chemical, LLC dba Northstar Chemical submitted a responsive bid to Request for Bids No. 24-003 and was awarded City Contract No. 2025- 014 for the supply of Ferric Chloride, Sodium Hydroxide, and Sulfuric Acid to the Municipal Services Department; and
WHEREAS, Northstar Chemical has consistently met the City’s operational and logistical requirements by delivering chemicals in smaller quantities directly to Well 38 at 2919 W. Christoffersen Road, ensuring continued service without requiring staff to handle hazardous materials; and
WHEREAS, City staff recommend amending the contract to extend the term by two additional years and increase the not-to-exceed amount from $100,000 to $300,000 to meet anticipated chemical demands and maintain uninterrupted service; and WHEREAS, sufficient funds are available in Fund 420 (Water Enterprise Fund) 420-52-550.44005_006 for Fiscal Year 2024–25, and corresponding budget allocations have been requested for Fiscal Year 2025–26 to accommodate expenditures under the amended agreement; and
WHEREAS, this action is not a project subject to the California Environmental Quality Act (CEQA) pursuant to Section 15378(b)(5) of the CEQA Guidelines, as it involves organizational or administrative activities of government that do not result in direct or indirect physical changes in the environment.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby approve Amendment No. 1 (City Contract 2025-014) with Pacific Star }
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IN THE MATTER OF APPROVING
AMENDMENT NO. 1 (CITY CONTRACT
2025-014) WITH PACIFIC STAR

CHEMICAL, LLC DBA NORTHSTAR

CHEMICAL FOR THE SUPPLY OF FERRIC

CHLORIDE, SODIUM HYDROXIDE, AND

SULFURIC ACID CHEMICALS IN THE
AMOUNT OF $200,000 FOR A REVISED

TOTAL COMPENSATION NOT TO EXCEED
$300,000 AND TO EXTEND THE TERM TO
BE FUNDED BY FUND 420 "WATER"

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Resolution No. 2025-

Page 2 ends

Chemical, LLC dba Northstar Chemical for the supply of Ferric Chloride, Sodium Hydroxide, and Sulfuric Acid chemicals in the amount of $200,000 for a revised total compensation not to exceed $300,000 and to extend the term to be funded by Fund 420 "Water".

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 24th day of June, 2025, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

ATTEST:
__________________________
Nichole Fiez, City Clerk,
City of Turlock, County of Stanislaus,
State of California

Page 244 of 844 ends

CITY CONTRACT NO. 2025-014, Amendment No. 1
04/09/2025 {PLA}

AMENDMENT NO. 1
to the
Agreement between the

CITY OF TURLOCK
and
NORTHSTAR CHEMICAL, INC. dba PACIFIC STAR CHEMICAL, LLC

THIS AMENDMENT NO. 1, dated June 24, 2025, is entered into by and between the CITY OF TURLOCK , a municipal corporation (hereinafter “CITY”) and NORTHSTAR CHEMICAL, INC. an Oregon corporation, dba PACIFIC STAR CHEMICAL, L LC, a limited liability company , (hereinafter “SUPPLIER”). CITY and SUPPLIER may be collectively referred to herein as the “Parties” or individually as “Party.”

WHEREAS, the Parties hereto previously entered into an Agreement dated July 1, 2024, whereby SUPPLIER will perform the supply of Ferric Chloride, Sodium Hydroxide, and Sulfuric Acid chemicals on an “as-needed” basis (hereinafter the “Agreement”); and

WHEREAS , the Parties enter into Amendment No. 1 to amend P aragraph 4, titled “Compensation” to increase the spending authority; Paragraph 5, titled “Term of Agreement” to clarify the term of the agreement; Paragraph 6, tit led “Extension of Agreement” to establish a formal extension mechanism; and Paragraph 25 “City Contract Administrator”, to identify the current contract administrator.

NOW, THEREFORE, the parties hereto mutually agree to amend said Ag reement as follows:

1. Paragraph 4 of the Agreement is amended to read as follows:

“4. COMPENSATION: CITY agrees to pay SUPPLIER in accordance with Exhibit B to this Amendment No. 1 as full remuneration for performing all Services and furnishing all staffing and materi als called for in Exhibit B and for performance by SUPPLIER of all of its duties and obligations under this Agreement. In no event shall the total sum of this Agreement exceed Three Hundred Thousand and No/100ths Dollars ($300, 000.00).

SUPPLIER agrees that compensation shall be paid in the manner and at the times set forth below:

(a) Invoices: SUPPLIER shall submit dated invoices to CITY specifying the date, location and service rendered, and the charge therefor.

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CITY CONTRACT NO. 2025-014, Amendment No. 1
04/09/2025 {PLA}

2. Paragraph 5 of the Agreement is amended to read as follows:

“5. TERM OF AGREEMENT : The term of this Agreement shall be two (2) years and will commence on the Effective Date a nd terminate on the 30 th day of June, 2026 (Term), unless the parties mutually agree in writing to terminate the Agreement earlier or extend the Te rm pursuant to this Agreement.”

3. Paragraph 6 of the Agreement is amended to read as follows:

“6. EXTENSION OF AGREEMENT : CITY may elect to extend this Agreement for one (1) additional one-year term, on the same terms and conditions, upon issuing an “Election to Extend Agr eement” letter executed by the City Manager and SUPPLIER thirty (30) days prior to the expiration of this Agreement. On each anniversary date, SUPPLIER will be allowed to increase prices. Increases may not exceed increases in the San Francisco-Oakland Consumer Price Index for all urban consumers or percentage increases in SUPPLIER’s published prices , whichever is lower. In all cases, CITY may cancel the contract if a requested price increase is not acceptable.”

4. Paragraph 25 of the Agreement is amended to read as follows:

“25 . CITY CONTRACT ADMINISTRATOR: The CITY’s contract administrator and contact person for this Agreement is:

Carlos Guerrero
Municipal Services Department
156 S. Broadway, Suite 270
Turlock, California 95380
Telephone: (209) 668-5590
E-mail: [email protected]”

5. Execution and Counterparts . This Amendment may be executed simultaneously, and in several counterparts, each o f which shall be deemed an original, but which together shall constitute one and the sam e instrument. The Parties agree that this Amendment and any other documents to be delivered in connection herewith may be electronically signed utilizing services such as DocuSign and Nitro Sign, or by transmitting signatures in pdf or similar format, and that any e lectronic signatures appearing on this Agreement or such other documents are the same as h andwritten signatures for the purposes of validity, enforceability, and admissibility.

6. All other terms and conditions of the Agreement shall remain in full force and effect.

Signatures on following page

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CITY CONTRACT NO. 2025-014, Amendment No. 1
04/09/2025 {PLA}

IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed by and through their respective officers thereunto duly authorized on the date first written hereinabove.

CITY OF TURLOCK, NORTHSTAR CHEMICAL, INC.,
a municipal corporation a n Oregon corporation, dba PACIFIC STAR CHEMICAL, LLC, a limited liability
company

Date: _____________________________
By: _______________________________
Christopher Fisher,
Municipal Services Director

AP
PROVED AS TO FORM:

By: _______________________________
George A. Petrulakis, City Attorney

ATTEST:

By: _______________________________
Nichole Fiez, City Clerk

Executive VP
Matthew J. Werger
6/12/2025

Page 247 of 844 ends

June 12, 2025
Carlos Guerrero
Utilities Manager
City of Turlock
701 S Walnut Road
Turlock, CA 95380
Dear Carlos,
I appreciate the opportunity to submit 2025-2026 chemical pricing for City of Turlock at Wellsite #38.

Chemical for Stockton Price Comments
Ferric 38% $0.7753/lb or $9.25/gal del
Sodium Hydroxide 25% MB $1.58/gallon delivered
Sulfuric Acid 93% $2.79/gallon delivered End of the season fill Note: Net 30-day payment terms
Price 7/1/25 to 6/30/26
Please let me know if you are ready to proceed or if you have any questions.

Sincerely,
Grant Fong
Account Manager
209-666-7039
plus $.0056/lb or $.0596/gal tariff

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City Council Staff Report
June 24, 2025

From: Christopher Fisher, Municipal Services Director
Prepared by: James Governale, Administrative Analyst
Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Resolution: Authorizing the Interim City Manager to execute a Measure L Master Funding Agreement, in a form approved by the City Attorney, with Stanislaus Council of Governments for Fiscal Years 2025 - 2030

2. DISCUSSION OF ISSUE:

Background on Measure L
On November 8, 2016, the voters of Stanislaus County approved Measure L under the authority of the Local Transportation Authority and Improvement Act (California Public Utilities Code Section 180000 et seq.). Measure L authorizes the Stanislaus Council of Governments (StanCOG) to implement a one-half cent transactions and use tax to fund transportation projects identified in the Measure L Expenditure Plan.

The Measure L sales tax became effective on April 1, 2017, and will remain in effect for a 25-year period, expiring on March 31, 2042. The revenue generated supports countywide transportation priorities, including:
• Local street and road improvements
• Arterial street widening
• Traffic signal upgrades
• Safety enhancements for pedestrians, cyclists, and motorists

Additionally, Measure L authorizes StanCOG to issue or refinance bonds to expedite delivery of projects included in the Expenditure Plan. Debt obligations are restricted to funding only those projects explicitly identified in the Plan.

To be eligible to receive Measure L distributions, each jurisdiction must enter into a Measure L Master Funding Agreement with StanCOG. This agreement establishes the terms and conditions under which jurisdictions receive and manage Local Control Funds, which include allocations for local streets and roads, traffic management systems, and bicycle and pedestrian improvements. Jurisdictions may also receive Transit Provider Funds for delivering authorized transit services.

Local Control Fund recipients include Stanislaus County and the cities of Turlock, Ceres, Hughson, Modesto, Newman, Oakdale, Patterson, Riverbank, and Waterford.

Current Action
The StanCOG Policy Board approved a new five-year Master Funding Agreement on May

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Agenda Staff Report
6/24/2025

21, 2025. This agreement, once approved by the Tulock CIty Council, would be in effect from July 1, 2025 – June 30, 2030. The action before the Council would authorize the City of Turlock to enter into this updated agreement.

A provision of the agreement also includes a requirement for StanCOG to provide quarterly reports to its standing committees and Board of Directors. These reports will detail the revenues and expenditures associated with the 1% Public Awareness and Outreach Program, ensuring transparency and accountability in Measure L fund usage.

Staff recommends approval of the Measure L Master Funding Agreement to ensure continued eligibility for Measure L fund disbursements for fiscal years 2025 through 2030.

Execution of the agreement is essential to maintain funding for vital transportation improvement projects within the City of Turlock.

3. BASIS OF RECOMMENDATION:

A. Measure L funding is essential for implementing critical transportation projects in the City of Turlock.

B. Eligible projects supported by Measure L include:
o Pavement rehabilitation on local and arterial streets o Installation of ADA-compliant pedestrian ramps
o Expansion of Class II bike lanes
o Construction of new sidewalk segments to improve pedestrian connectivity C. The Stanislaus Council of Governments (StanCOG) requires jurisdictions to:
o Adopt a formal resolution
o Execute a Measure L Master Funding Agreement
D. Completion of these steps is necessary to remain eligible for Measure L fund disbursements and continue advancing the City’s transportation priorities.

4. FISCAL IMPACT / BUDGET AMENDMENT:

Without approval of the resolution and execution of the Measure L Master Funding Agreement, the City of Turlock will be ineligible to receive Measure L fund distributions.

Approval of this action will enable the City to access and utilize Measure L revenues for eligible transportation projects, consistent with the Measure L Expenditure Plan.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

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Agenda Staff Report
6/24/2025

8. ALTERNATIVES:

A. Council could choose to deny the resolution and decline to enter into the Measure L Master Funding Agreement. Staff does not recommend this alternative. Without a fully executed agreement, the City of Turlock will not be eligible to receive Measure L funds, which would delay or prevent implementation of approved transportation projects.

B. Provide staff direction on how to proceed.

9. ATTACHMENTS:

1. Draft Resolution

2. Master Funding Agreement with StanCOG for Measure L

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BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
RESOLUTION NO. 2025-
WHEREAS, on November 8, 2016, the voters of Stanislaus County approved Measure L, thereby authorizing the Stanislaus Council of Governments (StanCOG), acting as the Stanislaus County Transportation Authority, to administer the proceeds from the one-half cent transaction and use tax (“Measure L”); and WHEREAS, the duration of the Measure L sales tax will be 25 years from the initial year of collection, which began April 1, 2017, with the tax to expire on March 31, 2042; and
WHEREAS, the City of Turlock is a recipient of Measure L funds; and WHEREAS, the Measure L Master Funding Agreement delineates the requirements of the Measure L funds that are allocated to the jurisdictions within Stanislaus County for local streets and roads, traffic management, and bike and pedestrian improvements (collectively referred to as “Local Control Funds”), and Transit Provider funds for Transit Services, as authorized by the Measure L Expenditure Plan; and
WHEREAS, each of the member agencies of StanCOG (Stanislaus County and the cities of Ceres, Hughson, Modesto, Newman, Oakdale, Patterson, Riverbank, Turlock, and Waterford) will be required to enter into the Measure L Master Funding Agreement prior to receiving Measure L fund disbursements; and WHEREAS, the term of the Measure L Master Funding Agreement is five (5) years from July 1, 2025 through June 30, 2030; and
WHEREAS, this action is not a project subject to the California Environmental Quality Act (CEQA) pursuant to Section 15378(b)(5) of the CEQA Guidelines, as it involves organizational or administrative activities of government that do not result in direct or indirect physical changes in the environment.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby authorize the Interim City Manager to execute a Measure L Master Funding Agreement, in a form approved by the City Attorney, with Stanislaus Council of Governments for Fiscal Years 2025 - 2030.
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IN THE MATTER OF AUTHORIZING THE

INTERIM CITY MANAGER TO EXECUTE A

MEASURE L MASTER FUNDING

AGREEMENT, IN A FORM APPROVED BY

THE CITY ATTORNEY, WITH STANISLAUS

COUNCIL OF GOVERNMENTS FOR
FISCAL YEARS 2025 - 2030

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Resolution No. 2025-

Page 2 ends

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 24th day of June, 2025, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

ATTEST:
__________________________
Nichole Fiez, City Clerk,
City of Turlock, County of Stanislaus,
State of California

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Page 1 of 11 ends

MEASURE L MASTER FUNDING AGREEMENT

BETWEEN THE

STANISLAUS COUNCIL OF GOVERNMENTS

AND THE

CITY OF TURLOCK
(FISCAL YEARS 2025 – 2030)

This Measure L Master Funding Agreement (“AGREEMENT”), effective July 1, 2025, is entered into by and between the Stanislaus Council of Governments, acting as the Stanislaus County Transportation Authority (“STANCOG” or the “Authority”), and the City of Turlock (“RECIPIENT”).

RECITALS

A. On November 8, 2016 the voters of Stanislaus County, pursuant to the provisions of the Local Transportation Authority and Improvement Act, California Public Utilities Code Section 180000 et seq. (the “Act”), approved Measure L, thereby authorizing STANCOG to administer the proceeds from the one-half cent transaction and use tax (“Measure L”).

B. The duration of the Measure L sales tax will be 25 years from the initial year of collection, which began April 1, 2017, with said tax to expire on March 31, 2042. The tax proceeds will be used to pay for the programs and projects outlined in the Stanislaus Council of Government’s Expenditure Plan (the “Measure L Expenditure Plan”), as it may be amended.

C. Measure L authorizes the Authority (STANCOG) to sell or issue bonds to finance and refinance the transportation projects identified in the Measure L Expenditure Plan. Costs associated with bonding will be borne only by the projects included in the Measure L Expenditure Plan.

D. This AGREEMENT delineates the requirements of the Measure L funds that are allocated to the jurisdictions within Stanislaus County for local streets and roads, traffic management and bike and pedestrian improvements, (collectively referred to as “Local Control Funds”) and Transit Provider funds for Transit Services, as authorized by the Measure L Expenditure Plan. The Local Control Funds recipients are Stanislaus County and the cities of Ceres, Hughson, Modesto, Newman, Oakdale, Patterson, Riverbank, Turlock, and Waterford.

E. The prior Measure L Master Funding agreement between the parties for the period July 1, 2020 – June 30, 2025, was approved by the STANCOG Policy Board on April 15, 2020.

NOW, THEREFORE, it is mutually agreed by and between the parties as follows:

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ARTICLE I: FUNDING ALLOCATIONS

1. This AGREEMENT authorizes the STANCOG to allocate the Local Control Funds derived from Measure L receipts to the RECIPIENT as described in the voter-approved Measure L Expenditure Plan and as summarized below by jurisdiction for each of the three different programs covered under Local Control Funds (Local Streets and Roads, Traffic Management, and Bike and Pedestrian Improvements). Local Control Funds comprise 65% of the Measure L receipts (after deducting the 1% Administrative Expense Cap authorized in the Measure L Ordinance and Expenditure Plan and the 1% Public Awareness Outreach Program authorized by the Policy Board).

Local Control Funds*

Ceres 6.36%
Hughson 1.26%
Modesto 35.79%
Newman 1.26%
Oakdale 3.86%
Patterson 4.55%
Riverbank 3.42%
Turlock 15.26%
Waterford 1.26%
Stanislaus County 26.98%
Total 100.00%
*Source: Measure L Expenditure Plan

The breakdown of the 65% of Local Control Funds by program is as follows: 50% to Local Streets and Roads; 10% to Traffic Management; and 5% to Bike and Pedestrian Improvements.

ARTICLE II: FUNDING PREREQUISITES AND REQUIREMENTS

1. RECIPIENT shall annually submit to STANCOG:

a. A copy of RECIPIENT’S adopted Capital Improvement Program (CIP), roadway resurfacing map, traffic management plan, pedestrian and bicycle plan, resolution, or other document adopted by RECIPIENT’S governing board which identifies all programs and projects RECIPIENT intends to fund, either partially or in full, with Measure L funds and which identifies the schedule for project delivery. If RECIPIENT amends its CIP, roadway resurfacing map, traffic management plan, pedestrian and bicycle plan, resolution, or other adopted document at any time during the year, it shall provide a copy of the amended document to STANCOG within 15 business days of adoption by RECIPIENT’S governing board.

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b. Annual Maintenance of Effort (MOE) calculation demonstrating RECIPIENT’S compliance with MOE. The MOE calculation shall be based on the prior three fiscal years’ general fund spending on transportation purposes (local streets and roads) as reported to the State Controller’s Office. The MOE calculation shall be verified by an annual independent audit, conducted at RECIPIENT’S sole cost and expense. Adjustments to the MOE calculation may be made, subject to Authority approval, based upon the criteria stated in Section 9 of the Measure L Ordinance.

c. Any other documents or reports required to be submitted pursuant to the adopted Measure L Policies and Procedures, as may be amended.

2. If RECIPIENT has submitted all required documents and reports, STANCOG will disburse Measure L funds to RECIPIENT consistent with this AGREEMENT and in accordance with the adopted Measure L Policies and Procedures. RECIPIENT will receive Local Control Funds based on the percentage allocations summarized above and as set forth in the Measure L Expenditure Plan.

3. If RECIPIENT fails to comply with one or more of the requirements set forth in this Article II, STANCOG may withhold payment of Measure L funds to RECIPIENT until full compliance is achieved.

4. The governing body of the RECIPIENT will be the decision-making body for the use of the Local Control Funds within its jurisdiction.

5. Transit Providers (Transit Services) funds will be allocated 1.4% of the Measure L receipts (after deducting the 1% Administrative Expense Cap and the 1% Public Awareness Outreach Program) and will be disbursed to Transit Providers at least quarterly or as set forth in the Measure L Policies and Procedures, whichever provides more frequent disbursements. The Transit Providers are: Stanislaus Regional Transit Authority and Turlock Transit.

6. Percentage allocations identified in the Measure L Expenditure Plan are not subject to change unless two-thirds of the voters of Stanislaus County approve an amendment to the allocations.

7. The Measure L Ordinance and Expenditure Plan provide fund usage and eligibility guidelines by allocation category and RECIPIENT acknowledges and agrees that it shall comply with the provisions of the Measure L Ordinance and Expenditure Plan. The Measure L Ordinance and Expenditure Plan, as may be amended, is hereby incorporated in its entirety into this AGREEMENT by reference.

8. The StanCOG Policy Board has adopted Measure L Policies and Procedures which contain additional fund usage and eligibility guidelines and RECIPIENT acknowledges and

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agrees that it shall comply with the provisions of the Measure L Policies and Procedures. The Measure L Policies and Procedures, as may be amended, are hereby incorporated in its entirety into this AGREEMENT by reference.

ARTICLE III: PAYMENTS AND EXPENDITURES

A. STANISLAUS COUNCIL OF GOVERNMENTS (STANCOG) DUTIES AND OBLIGATIONS

1. STANCOG shall remit to RECIPIENT its designated amount of Local Control Funds in accordance with this AGREEMENT.

2. STANCOG will provide a quarterly report to its Board of Directors which shall include all Measure L revenues distributed to each Recipient.

3. STANCOG shall provide for an independent annual audit of its Measure L financial statements including revenues and expenditures.

4. STANCOG shall provide timely notice to RECIPIENT prior to conducting an audit of expenditures made by RECIPIENT to determine whether such expenditures are in compliance with this Agreement, the Measure L Ordinance and Expenditure Plan, and the Measure L Policies and Procedures.

5. STANCOG shall provide a report, at least quarterly, to standing committees and the Board of Directors of the 1% for the Public Awareness Outreach Program which shall include an accounting of Measure L revenues and expenditures.

B. RECIPIENT’S DUTIES AND OBLIGATIONS

1. RECIPIENT shall expend all Measure L funds received in compliance with the Measure L Ordinance and Expenditure Plan, this AGREEMENT and the adopted Measure L Policies and Procedures.

2. RECIPIENT shall set up and maintain an appropriate system of accounts to report on Measure L funds received and spent. RECIPIENT must account for Measure L funds, including any interest received or accrued, separately for each program fund type, and from any other funds received from STANCOG. The accounting system shall provide adequate internal controls and audit trails to facilitate an annual compliance audit for each fund type and the respective usage and application of said funds.

3. RECIPIENT acknowledges and agrees that STANCOG and its representatives, agents and nominees shall have the absolute right at any reasonable time to inspect and copy any

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accounting records related to Measure L funds, except to the extent specifically prohibited by applicable law.

4. RECIPIENT shall cooperate with STANCOG and its auditors as they conduct an annual independent audit of all of RECIPIENT’S Measure L accounts which audit shall be conducted at STANCOG’s sole cost and expense. RECIPIENT shall comply with the schedule and requests of STANCOG’s auditors to ensure timely and accurate completion of the audit.

5. RECIPIENT agrees to provide STANCOG each fiscal year with an adopted copy of its Capital Improvement Program, roadway resurfacing map, traffic management plan, pedestrian and bicycle plan, resolution, or other document adopted by RECIPIENT’S governing board which identifies all programs and projects containing a description of all the projects and tasks that Measure L funds will pay for over that fiscal year, schedule and cost information for each project in its entirety, and other funds that will match the Measure L allocation.

6. RECIPIENT hereby acknowledges and agrees to the Maintenance of Effort requirement set forth in Section 9 of the Measure L Ordinance.

a. Pursuant to the intent of the Public Utilities Code section 180001, a jurisdiction cannot redirect monies currently being used for transportation purposes to other uses, and then replace the redirected funds with local street maintenance and improvement dollars from Measure L.

b. RECIPIENT hereby agrees to certify in the annual verification submitted to STANCOG that it has met the Maintenance of Effort requirement by demonstrating that the Measure L funds have been used to augment and not supplant local resources spent. The Maintenance of Effort calculation is set forth in Section 9.03 of the Measure L Ordinance and uses the RECIPIENT’s average general fund expenditures of the prior (3) three fiscal years spent for local transportation purposes.

c. RECIPIENT shall conduct an annual independent audit to verify that the Maintenance of Effort requirement was met by RECIPIENT.

d. If RECIPIENT does not meet its Maintenance of Effort requirement in any given year it may have its Local Streets and Roads fund received pursuant to the Measure L Expenditure Plan reduced in the following year by the amount by which RECIPIENT did not meet its required Maintenance of Effort. Such funds shall be redistributed to the remaining eligible jurisdictions.

7. RECIPIENT hereby agrees to and accepts the formulas used in the allocation of Measure L, as reflected in the Measure L Expenditure Plan.

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8. RECIPIENT agrees to comply with the reporting requirements set forth in this AGREEMENT.

C. OTHER CONSIDERATIONS

1. Transportation Purposes Only: RECIPIENT shall use all Measure L funds solely for transportation purposes as defined by the Measure L Ordinance and Expenditure Plan. If RECIPIENT violates this provision, it must fully reimburse all misspent funds, including all interest which would have been earned thereon. The interest which would have been earned will be calculated using the current interest rate earned on local agency monies on deposit with Stanislaus County.

2. Administrative and Staff Cost Limitations: Direct costs associated with the delivery of programs and projects funded by Measure L, including direct staff costs and consultant costs, are eligible uses of Measure L funds, unless otherwise limited by the adopted Measure L Policies and Procedures.

a. In situations where RECIPIENT acts as the project manager, project sponsor or the lead agency for delivery of a regional project identified in the Measure L Expenditure Plan, RECIPIENT will be required to enter into a Cooperative Agreement for that regional project and the reimbursement of administrative and staff costs will be addressed pursuant to the terms of that Agreement.

b. STANCOG does not allow the reimbursement of indirect costs, unless the RECIPIENT submits an Indirect Cost Allocation Plan which may be considered by the Caltrans Independent Office of Audits and Investigations, on a case by case basis, for approval of the identified indirect costs. If the Indirect Cost Allocation Plan is approved by Caltrans, the approved plan shall be submitted to STANCOG to allow for reimbursement of those approved indirect costs. Notwithstanding the foregoing, the following items are not eligible for Measure L reimbursement: activities related to obtaining matching funds for a project, activities related to general Measure L administration (not specific to the project), education or preparation performed by the project manager/sponsor (e.g., presentation to Rotary, Kiwanis, Lions Clubs, etc.), activities related to another project (regional) not covered in a Cooperative Agreement, even if it is a Measure L project.

3. Fund Exchange: RECIPIENT shall have the authority to loan its Measure L receipts allocated to it for Local Control Projects to other recipients for the implementation of needed transportation projects. All such fund exchanges shall be reviewed and accepted by STANCOG in accordance with the adopted Measure L Policies and Procedures.

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4. CEQA: All projects funded with Measure L funds will be required to complete appropriate California Environmental Quality Act (CEQA) and other environmental review as required.

ARTICLE IV: REPORTING REQUIREMENTS

A. REQUIREMENTS AND WITHHOLDING

RECIPIENT shall comply with each of the reporting requirements set forth in this Article IV. If RECIPIENT fails to comply with one or more of these requirements, STANCOG may withhold payment of further Measure L funds to RECIPIENT until full compliance is achieved.

1. RECIPIENT shall submit to STANCOG on a monthly basis:

a. Monthly revenue and expenditure reports which identify the Measure L revenue received and expended by RECIPIENT. All reports shall identify the revenue and expenses by project identified in RECIPIENT’S CIP, roadway resurfacing map, traffic management plan, pedestrian and bicycle plan, resolution or other document adopted by RECIPIENT’S governing board.

b. Monthly report of Measure L fund cash balances held by RECIPIENT.

2. RECIPIENT shall submit to STANCOG quarterly milestone reports which provides a narrative of the progress of all of RECIPIENT’S projects utilizing Measure L funding.

3. RECIPIENT shall, by March 31st of each year, or other deadline provided at least sixty (60) days in advance by STANCOG or its auditors, submit to STANCOG, at the RECIPIENT’s expense, separate independently audited financial statements for the prior fiscal year ended June 30 of Measure L funds received and used.

4. RECIPIENT shall, by September 30th of each year, document expenditure activities and report on the performance of Measure L funded activities through the annual program compliance reporting process, or through other STANCOG performance and reporting processes as may be requested, including but not limited to the annual performance report, annual program plan and planning monitoring reports. This report shall be provided to StanCOG and the Measure L Citizens Oversight Committee within 90 days of the end of each fiscal year and shall include documentation as to whether or not RECIPIENT met the Maintenance of Effort requirement for that fiscal year.

5. RECIPIENT shall install or mount signage adjacent to each project or program in excess of $250,000 funded in whole or in part by Measure L funds identifying the project or program as being funded by Measure L revenues.

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6. RECIPIENT shall provide current and accurate information on RECIPIENT’s website, to inform the public about how RECIPIENT is using Measure L funds. This information shall also be provided to STANCOG for posting on the Measure L website http://www.stanislausmeasurel.com

7. RECIPIENT shall cooperate in a “Public Awareness Program”, in partnership with STANCOG as a means of ensuring that the public has access to information regarding which projects and programs are funded through Measure L funds.

8. RECIPIENT shall make its administrative officer or designated staff available upon request to render a report or answer any and all inquiries regarding RECIPIENT’s receipt, usage, and/or compliance audit findings regarding Measure L funds before the STANCOG Citizens Oversight Committee and/or Measure L Oversight Committee.

9. RECIPIENT agrees that STANCOG may review and/or evaluate all project(s) or program(s) funded pursuant to this AGREEMENT. This may include visits by representatives, agents or nominees of STANCOG to observe RECIPIENT’s project or program operations, to review project or program data and financial records, and to discuss the project with Recipient’s staff or governing board.

ARTICLE V: OTHER PROVISIONS

A. INDEMNITY BY RECIPIENT

Neither STANCOG, nor its governing body, elected officials, any officer, consultant, agent, or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by RECIPIENT in connection with the Measure L funds distributed to RECIPIENT pursuant to this AGREEMENT. It is also understood and agreed, pursuant to Government Code Section 895.4, RECIPIENT shall fully defend, indemnify and hold harmless STANCOG, its governing body, and all its officers, agents, and employees, from any liability imposed on STANCOG for injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by RECIPIENT in connection with the Measure L funds distributed to RECIPIENT pursuant to this AGREEMENT.

B. INDEMNITY BY STANCOG

Neither RECIPIENT, nor its governing body, elected officials, any officer, consultant, agent, or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by STANCOG under or in connection with any work, authority or jurisdiction delegated to STANCOG under this AGREEMENT. It is also understood and agreed, pursuant to Government Code Section 895.4, STANCOG shall fully defend,

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indemnify, and hold harmless RECIPIENT, and its governing body, elected officials, all its officers, agents, and employees from any liability imposed on RECIPIENT for injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by STANCOG under or in connection with any work, authority or jurisdiction delegated to STANCOG under this AGREEMENT.

C. JURISDICTION AND VENUE

The laws of the State of California will govern the validity of this AGREEMENT, its interpretation and performance, and any other claims to which it relates. All legal actions arising out of this AGREEMENT shall be brought in a court of competent jurisdiction in Stanislaus County, California and the parties hereto hereby waive inconvenience of forum as an objection or defense to such venue.

D. ATTORNEYS’ FEES

Should it become necessary to enforce the terms of this AGREEMENT, the prevailing party shall be entitled to recover reasonable expenses and attorneys’ fees from the other party.

E. TERM

The term of this AGREEMENT shall be from July 1, 2025 to June 30, 2030, unless amended in writing or a new Master Funding Agreement is executed between STANCOG and RECIPIENT.

F. SEVERABILITY

If any provision of this AGREEMENT is found by a court of competent jurisdiction or, if applicable, an arbitrator, to be unenforceable, such provision shall not affect the other provisions of the AGREEMENT, but such unenforceable provisions shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth in this AGREEMENT.

G. MODIFICATION

This AGREEMENT, and its Exhibits, as well as the referenced Measure L Ordinance and the Expenditure Plan, and the Policies and Procedures, constitutes the entire AGREEMENT, supersedes all prior written or oral understandings regarding Measure L funds. This AGREEMENT may only be changed by a written amendment executed by both parties.

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H. CONFLICT OF OR INCONSISTENT TERMS

If there is a conflict between this Agreement and the Policies and Procedures, the Policies and Procedures will control.

/ / / /

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IN WITNESS WHEREOF, the parties have executed this AGREEMENT by their duly authorized officers as of the date first written below.

CITY OF TURLOCK STANISLAUS COUNCIL OF GOVERNMENTS
(STANCOG)

By: By:

Susan E. Borrego Date
Interim City Manager
Rosa De León Park Date
Executive Director

Approved as to Form:

Reviewed as to Budget/Financial Controls:

By:

George A. Petrulakis Date
City Attorney
Jean Foletta Date
Deputy Director of Operations

Attest:

Approved as to Form:

By: __________________________________

By:

Nichole Fiez Date
City Clerk
Monica Streeter Date
STANCOG General Counsel

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City Council Staff Report
June 24, 2025

From: Christopher Fisher, Municipal Services Director
Prepared by: Tania Hernandez, Staff Services Analyst
Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Resolution: Declaring the intention to order the dissolution of the Victoria Estates Landscaping, Lighting, and Street Maintenance Benefit Assessment District, Subdivision Project No. 7042

2. DISCUSSION OF ISSUE:

The City formed the Victoria Estates Landscaping, Lighting, and Street Maintenance Benefit Assessment District, Subdivision Project No. 7042 (the “District”) in April 2006 at the request of the developer. The District was to fund the maintenance and operation of streetlights, street sweeping, and future slurry seals on the subdivision streets by levying an annual assessment on property benefiting from said improvements. The City commenced with assessing the subject properties in 2006.

After exhausting extensions deferring construction of the subdivision improvements, the property owner requested a reversion to acreage on the subdivision map, thus removing the responsibility to fulfill the conditions of approval. The project, however, did not meet all the necessary criteria to process a reversion to acreage due to the fact that one lot would not be included in the reversion. However, the City was able to help the developer by terminating the subdivision improvement agreement, abandoning the right-of-way and easements dedicated on the subdivision map, and recording a parcel to re-subdivide the 17 lots into 2 lots. At the time of the reversion to acreage, staff reimbursed the developer/owner for all unused funds. Upon completion of the dissolution process, staff will proceed with the reimbursement of assessments previously collected.

This evening’s action initiates the formal process to dissolve the assessment district by adopting a resolution of intent by the City Council. The second and final step in the process, a public hearing, is currently scheduled for July 8, 2025, at which time the Council will consider and, if appropriate, adopt a resolution ordering the dissolution.

3. BASIS OF RECOMMENDATION:

The subdivision improvements were never constructed, therefore the City is no longer obligated to provide maintenance and services to the development. Staff recommends Council approve the resolution and declare its intent to dissolve the District.

4. FISCAL IMPACT / BUDGET AMENDMENT:

Assessments collected for this district were deposited in Fund 246 “Landscape Assessment District Maintenance”. At the end of Fiscal Year 2022-2023, there was $23,222.25 in this district’s fund balance. Staff will reimburse the owner all funds minus the administrative cost of the dissolution.

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Agenda Staff Report
6/24/2025

The dissolution of the Victoria Estates Assessment District will have no impact on the General Fund.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

This action is not subject to the provisions of the California Environmental Quality Act (CEQA) in accordance with Section 15378 (Project) of the CEQA guidelines. This action consists of “organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment” and therefore is not considered a project.

8. ALTERNATIVES:

City Council may choose not to adopt Resolution. Staff does not recommend this as no improvements exist that would require maintenance services from the City.

9. ATTACHMENTS:

1. Draft Resolution

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BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
IN THE MATTER OF DECLARING THE } RESOLUTION NO. 2025-
INTENTION TO ORDER THE }
DISSOLUTION OF THE VICTORIA }
ESTATES LANDSCAPING, LIGHTING, }
AND STREET MAINTENANCE }
BENEFIT ASSESSMENT DISTRICT, }
SUBDIVISION PROJECT NO. 7042 }
}
WHEREAS, pursuant to the provisions of the Landscaping and Lighting Act of 1972, Part 2 of Division 15 of the California Streets and Highways Code, the Benefit Assessment Act of 1982, (the “Acts”) and the California Constitution, the Victoria Estates Landscaping, Lighting, and Street Maintenance Benefit Assessment District, Subdivision Project No. 7042 (the “District”) was duly formed and established in 2006 to levy annual assessments for all lawful purposes authorized under the Acts, including, but not limited to, the maintenance and operation of the streetlights, street sweeping, and future slurry seals on the subdivision streets as identified in the Final Engineer’s Report approved in the District formation proceedings; and
WHEREAS, the District was formed for the maintenance and servicing of improvements within the District through City Council Resolution No. 2006-098 on April 11, 2006; and
WHEREAS, the developer has terminated the subdivision agreement, abandoning right-of-way and easements, therefore the City is no longer to provide the maintenance and servicing of the improvements within the territory of the proposed development; and WHEREAS, for those reasons and upon receipt of public comment and testimony on the matter, the City declares its intent to dissolve the District pursuant to California Streets and Highways Code Section 22610 and cease the levy and collection of assessments against parcels of land within the District beginning with Fiscal Year 2025- 2026; and,

NOW, THEREFORE BE IT RESOLVED, DETERMINED, AND ORDERED BY THE CITY COUNCIL OF THE CITY OF TURLOCK, AS FOLLOWS:

1.Recitals: The recitals set forth above are true and correct, and are hereby incorporated herein by reference.

2.Intention: It is the intention of this legislative body to dissolve the District, pursuant to Division 15, Part 2, Chapter 2, Sections 22605 et seq. of the California Streets and Highways Code, as of July 1, 2025.

3.Boundaries: The District is located south of Roberts Road and east of N. Golden State Blvd. The boundaries of the District to be dissolved are the boundaries which the City Council previously declared to benefit by said works of improvement, found in the assessment diagram previously approved by the City Council, a copy of which is on file in the Office of the City Engineer.

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Resolution No. 2025-

Page 2 ends

4.Levy of Assessment: The annual levy of assessments as set forth and described in the Engineer’s Report shall cease, beginning in Fiscal Year 2025-2026.

5.Notice of Public Hearing: Notice is hereby given that July 8, 2025 at 6:00 p.m., or as soon thereafter as the matter may be heard, in the City Council Chambers is the time and place fixed by this legislative body for a Public Hearing on objections to the dissolution of the District. Any interested person may file a written protest with the City Clerk prior to the conclusion of the Public Hearing, or, having previously filed a protest, may file a written withdrawal of that protest. A written protest shall state all grounds of objection and a protest by a property owner shall contain a description sufficient to identify the property owned by such property owner. At the Public Hearing, all interested persons shall be afforded the opportunity to hear and be heard. The City Clerk is hereby authorized and directed to give notice of such hearing as provided by law.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 24th day of June, 2025, by the following vote:

AYES:

NOES:

NOT
PARTICIPATING:

ABSENT:

ATTEST:
___________________________
Nichole Fiez, City Clerk,
City of Turlock, County of Stanislaus,
State of California

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City Council Staff Report
June 24, 2025

From: Nick Showalter, Information Technology Director
Prepared by: Janelle Rodrigues, Staff Services Technician Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Authorizing the Interim City Manager to execute the renewal of the City’s email protection software, Proofpoint, for an additional three years, in an amount not to exceed $114,698.54, contingent on the availability of budgeted funds in 501 “Information Technology” expense account number 501-10-130.43045 “Computer Maintenance."

2. DISCUSSION OF ISSUE:

On May 24, 2022 City Council authorized the appropriation of funds from “Network Firewall/Cyber Solutions” to purchase various cybersecurity enhancements. One of which was a three-year subscription to Proofpoint Email Protection software. Information Technology (IT) staff are requesting the renewal of this essential cybersecurity tool.

Email remains the most common vector for cyberattacks on government systems. Proofpoint offers a comprehensive suite of tools that protect against:
• Inbound threats: including phishing, malicious attachments, and URLs • Outbound data loss: by scanning for sensitive or confidential information • Impersonation attacks: through domain and identity spoofing protection • Security awareness training: to educate City employees about cybersecurity best practices and evolving threats

Proofpoint’s threat intelligence ensures the City is protected by one of the most up-to-date and effective defenses available. Additionally, its compliance features help the City meet federal, state and local cybersecurity regulations.

3. BASIS OF RECOMMENDATION:

Proofpoint is a leading cybersecurity solution that provides advanced email protection for organizations, including government agencies. The City has utilized Proofpoint for the past three years to safeguard the City’s email communications from threats such as phishing attacks, ransomware, spam, and targeted business email compromises.

Given the increased sophistication of cyber threats targeting government agencies, continued use of Proofpoint is essential to maintaining the confidentiality, integrity, and availability of the City’s email systems and sensitive data.

4. FISCAL IMPACT / BUDGET AMENDMENT:

The cost of the Proofpoint Email Protection software renewal is $114,698.54 for three years.

IT has budgeted for year one ($37,110.52) in the current fiscal year, and for year two

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Agenda Staff Report
6/24/2025

(38,220.01) in the upcoming fiscal year in fund 501 “Information Technology” expense account number 501-10-130.43045 “Computer Maintenance." Year three ($39,368.01) will be contingent on available funds in fiscal year 2027-2028.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

N/A

8. ALTERNATIVES:

Council may choose not to approve the purchase/renewal of our email protection. This is not recommended by IT staff since the renewal of this Software is a critical investment in maintaining the security of our communications infrastructure.

9. ATTACHMENTS:

1. Draft Reso - Proofpoint 2025-2028

2. Proofpoint Email Protection Renewal 06302025-06292028

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BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
WHEREAS, on May 24, 2022 Council authorized the appropriation of funds from “Network Firewall/Cyber Solutions” to purchase various cybersecurity enhancements. One of which was a three-year subscription to Proofpoint Email Protection software. Information Technology Department (IT Department) staff are requesting the renewal of this essential cybersecurity tool; and
WHEREAS,Email remains the most common vector for cyberattacks on government systems; and
WHEREAS, Proofpoint offers a comprehensive suite of tools that protect against:
inbound threats including phishing, malicious attachments, and URLs, outbound data loss by scanning for sensitive or confidential information, impersonation attacks through domain and identity spoofing protection, and security awareness training to educate City employees about cybersecurity best practices and evolving threats; and
WHEREAS, Proofpoint’s threat intelligence ensures the City is protected by one of the most up-to-date and effective defenses available. Additionally, its compliance features help the City meet federal, state and local cybersecurity regulations; and WHEREAS, the cost of the Proofpoint Email Protection software renewal is $114,698.54 for three years; and
WHEREAS, IT Department has budgeted for year one ($37,110.52) in the current fiscal year, and for year two (38,220.01) in the upcoming fiscal year in fund 501 “Information Technology” expense account number 501-10-130.43045 “Computer Maintenance"; and WHEREAS, Year three ($39,368.01) will be contingent on available funds in Fiscal Year 2027-2028.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby authorize the Interim City Manager to execute the renewal of the City’s email protection software, Proofpoint, for an additional three years, in an amount not to exceed $114,698.54, contingent on the availability of budgeted funds in 501 “Information Technology” }
}
}
}
}
}
}
}
}
}
}
RESOLUTION NO. 2025-XXXIN THE MATTER OF AUTHORIZING THE

INTERIM CITY MANAGER TO EXECUTE
THE RENEWAL OF THE CITY’S EMAIL

PROTECTION SOFTWARE, PROOFPOINT,

FOR AN ADDITIONAL THREE YEARS, IN

AN AMOUNT NOT TO EXCEED
$114,698.54, CONTINGENT ON THE

AVAILABILITY OF BUDGETED FUNDS IN
501 “INFORMATION TECHNOLOGY”
EXPENSE ACCOUNT “COMPUTER
MAINTENANCE”
_____________________________________

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Resolution No. 2025-XXX

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expense account number 501-10-130.43045 “Computer Maintenance” PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 24th day of June, 2025, by the following vote:

AYES: ( )
NOES: ( )
NOT PARTICIPATING: ( )
ABSENT: ( )
ATTEST:
___________________________
Nichole Fiez, City Clerk,
City of Turlock, County of Stanislaus,
State of California

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Hardware Software Services ITSolutionsBrandsResearchHub NICK SHOWALTER,Thank you for considering CDWG for your technology needs. The details of your quote are below. If you are an eProcurement or single sign on customer, please log into your system to access the CDW site. You can search for your quote to retrieve and transfer back into your system for processing.For all other customers, click below to convert your quote to an order.This quote is subject to CDW's Third Party Cloud Services Order Form Terms and Conditions set forth at https://www.cdwg.com/content/cdwg/en/terms-conditions/third-party-cloud-services-order-form-terms-and-conditions-.html Convert Quote to Order
QUOTE# QUOTEDATE QUOTEREFERENCE CUSTOMER# GRANDTOTALPLWS1966/12/2025PROOFPOINT3448080$114,698.54 QUOTEDETAILSITEM QTY CDW# UNITPRICE EXT.PRICEPFPT COMMERCIAL PRIME THREAT PROT3508257189$85.27$29,844.50Mfg. Part#: PFPT-B-CPTP-S-AConfiguration Name: year 1Date: 2025-06-30 - 2026-06-29Notwithstanding anything containedin this quote, this quote is subjectto Proofpoints SLED EULA dated03/25 as contained athttps://www.proofpoint.com/us/legal/license and attached hereto. Partneragrees to flow down the SLED EULAin its purchase order with the endcustomer.Electronic distribution - NO MEDIAContract: Sourcewell 121923 CDWG-Software (121923)PFPT DLP&ENCRYPT3507826574$20.76$7,266.00Mfg. Part#: PFPT-M-DLPE-S-AConfiguration Name: year 1Date: 2025-06-30 - 2026-06-29Electronic distribution - NO MEDIAContract: Sourcewell 121923 CDWG-Software (121923) PFPT INFOSEC PS IMPLEMENT1 5969444$0.01$0.01Mfg. Part#: PP-PST-IS-IMPConfiguration Name: year 1Date: 2025-06-30 - 2026-06-29Electronic distribution - NO MEDIAContract: Sourcewell 121923-CDWG Tech Catalog (121923) PFPT EFD INITIAL CONFIGURATION1 7829029$0.01$0.01Mfg. Part#: PFPT-PSO-EFD-BConfiguration Name: year 1Date: 2025-06-30 - 2026-06-29Electronic distribution - NO MEDIAContract: Sourcewell 121923-CDWG Tech Catalog (121923)

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QUOTEDETAILS(CONT.)PFPT COMMERCIAL PRIME THREAT PROT3508257189$87.82$30,737.00Mfg. Part#: PFPT-B-CPTP-S-AConfiguration Name: year 2Date: 2026-06-30 - 2027-06-29Electronic distribution - NO MEDIAContract: Sourcewell 121923 CDWG-Software (121923)PFPT DLP&ENCRYPT3507826574$21.38$7,483.00Mfg. Part#: PFPT-M-DLPE-S-AConfiguration Name: year 2Date: 2026-06-30 - 2027-06-29Electronic distribution - NO MEDIAContract: Sourcewell 121923 CDWG-Software (121923) PFPT EFD INITIAL CONFIGURATION1 7829029$0.01$0.01Mfg. Part#: PFPT-PSO-EFD-BConfiguration Name: year 2Date: 2026-06-30 - 2027-06-29Electronic distribution - NO MEDIAContract: Sourcewell 121923-CDWG Tech Catalog (121923) PFPT COMMERCIAL PRIME THREAT PROT3508257189$90.45$31,657.50Mfg. Part#: PFPT-B-CPTP-S-AConfiguration Name: year 3Date: 2027-06-30 - 2028-06-29Electronic distribution - NO MEDIAContract: Sourcewell 121923 CDWG-Software (121923) PFPT DLP&ENCRYPT3507826574$22.03$7,710.50Mfg. Part#: PFPT-M-DLPE-S-AConfiguration Name: year 3Date: 2027-06-30 - 2028-06-29Electronic distribution - NO MEDIAContract: Sourcewell 121923 CDWG-Software (121923) PFPT EFD INITIAL CONFIGURATION1 7829029$0.01$0.01Mfg. Part#: PFPT-PSO-EFD-BConfiguration Name: year 3Date: 2027-06-30 - 2028-06-29Electronic distribution - NO MEDIAContract: Sourcewell 121923-CDWG Tech Catalog (121923) TheseservicesareconsideredThirdPartyServices,andthispurchaseissubjecttoCDWs Third Party Cloud Services Terms andConditions, unlessyouhaveawrittenagreementwithCDWcoveringyourpurchaseofproductsandservices,inwhichcasethispurchaseissubjecttosuch other written agreement.

Thethird-partyServiceProviderwillprovidetheseservicesdirectlytoyoupursuanttotheServiceProvidersstandardtermsandconditionsor suchothertermsasagreedupondirectlybetweenyouandtheServiceProvider.TheServiceProvider,notCDW,willberesponsibletoyoufor deliveryandperformanceoftheseservices.ExceptasotherwisesetforthintheServiceProvidersagreement,theseservicesare non-cancellable, and all fees are non-refundable.

SUBTOTAL $114,698.54SHIPPING $0.00SALESTAX $0.00GRANDTOTAL $114,698.54

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PURCHASERBILLINGINFO DELIVERTOBilling Address:CITY OF TURLOCKACCOUNTS PAYABL156 S BROADWAY STE 112TURLOCK, CA 95380-5456Phone: (209) 668-5540Payment Terms: VISA Shipping Address:CITY OF TURLOCKNICK SHOWALTER156 S BROADWAY STE 112TURLOCK, CA 95380-5456Phone: (209) 668-5540Shipping Method: ELECTRONIC DISTRIBUTIONPleaseremitpaymentsto:CDW Government75 Remittance DriveSuite 1515Chicago, IL 60675-1515 Sales Contact Info
Ryan Cox | 800.808.4239 | [email protected]
NeedHelp?
MyAccount
Support
Call 800.800.4239
About Us |Privacy Policy |Terms and Conditions This order is subject to CDW's Terms and Conditions of Sales and Service Projects athttp://www.cdwg.com/content/terms-conditions/product-sales.aspxFor more information, contact a CDW account manager. © 2025 CDWGLLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 | 800.808.4239

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City Council Staff Report
June 24, 2025

From: Jessie Dhami, Human Relations Director
Prepared by: Darlene Ingersoll, Principal HR Analyst
Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Resolution: Approving an Agreement with GovernmentJobs.com, Inc. (DBA “NEOGOV”), in a form approved by the City Attorney to provide online employment application and tracking services utilizing Candidate Text Messaging, Insight, Custom Employee Integration and Onboard, covering a three (3) year period effective July 1, 2025 through June 30, 2028, in a total maximum not to exceed contract amount of $116,044.74 to be paid from fund 110-10-109.43060_038 “Contract Services NeoGov-GovernmentJobs.Com”

2. DISCUSSION OF ISSUE:

The use of NEOGOV services is essential to the City of Turlock's (City) Human Relations Department to effectively process applications and hire new employees. NEOGOV provides web-based online application services which automate the hiring and selection process for public sector organizations. NEOGOV provides an online employment application tracking system and reduces the City’s cost per hire, fills positions quickly, allows staff to communicate with applicants via text message and improves the hiring process overall.

Candidate Text Messaging
Candidate text messaging is designed to send messages through the Insight platform to candidates who agree to receive text notifications on their mobile device, provide them with updates on the status of their applications, interview times, next steps in the application process, and application results.

Insight Enterprise
Insight Enterprise enables agencies to post class specifications online, post job announcements on the City’s website, accept online applications, conduct applicant tracking, including Equal Employment Opportunity (EEO) and other statistical analysis, create email/hardcopy applicant notices, complete item analysis, create/route/approve requisitions, hire actions online, and certify eligible lists, electronically.

Custom Employee Integration
This feature enables agencies to integrate data between NEOGOV and other software/systems.

Onboard
Onboard is designed to facilitate the onboarding process for new hires. This process assigns each new hire a portal with a checklist of tasks to streamline and create an automated and efficient onboarding process.

The annual costs are as follows:

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Agenda Staff Report
6/24/2025

July 1, 2025 - June 30, 2026: $36,629.69
July 1, 2026 - June 30, 2027: $38,644.31
July 1, 2027 - June 30, 2028; $40,770.74

3. BASIS OF RECOMMENDATION:

The City has contracted services with NEOGOV since 2008 and requests to continue services with them to continue and create more efficient workflow within the Human Relations Department in the areas of recruitment, onboard, promotions, rehire and offboarding.

These services are essential and critical to an efficient and effective workflow process.

Therefore, continuing such services will ensure we provide the support necessary and meet the needs of our City departments.

4. FISCAL IMPACT / BUDGET AMENDMENT:

In the Fiscal Year 2025-2026 budget process, adequate funds are proposed to account for this fiscal impact in Fund 110 "General Fund" account 110-10-109.43060_038 “Contract Services NeoGov-GovernmentJobs.Com”. Subsequent Fiscal Years of 2026-2027 and 2027-2028 will request adequate funds to account for fiscal impact through the budget process in the same account.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

8. ALTERNATIVES:

Council may reject the contract with NEOGOV. However, this is not recommended due to current industry standard practices, economic times and a highly competitive job market. In addition, due to the expertise of NEOGOV and its current involvement with the City of Turlock, this alternative is not recommended. The City of Turlock needs resources to compete in the current job market, be more modernized, efficient and effective.

9. ATTACHMENTS:

1. Draft Resolution

2. Subscription Service Agreement

3. Services Agreement

4. Insurance Addendum

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BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
IN THE MATTER OF APPROVING AN } RESOLUTION NO. 2025-
AGREEMENT WITH }
GOVERNMENTJOBS.COM, INC. }
(DBA “NEOGOV”), IN A FORM APPROVED BY }
THE CITY ATTORNEY TO PROVIDE ONLINE }
EMPLOYMENT APPLICATION AND TRACKING}
SERVICES UTILIZING CANDIDATE TEXT }
MESSAGING, INSIGHT, CUSTOM EMPLOYEE }
INTEGRATION AND ONBOARD, COVERING A }
THREE (3) YEAR PERIOD EFFECTIVE }
JULY 1, 2025 THROUGH JUNE 30, 2028, IN A }
TOTAL MAXIMUM NOT TO EXCEED }
CONTRACT AMOUNT OF $116,044.74 TO BE }
PAID FROM FUND 110-10-109.43060_038 }
“CONTRACT SERVICES NEOGOV- }
GOVERNMENTJOBS.COM” }
}
WHEREAS, the use of NEOGOV services is essential to the City of Turlock's Human Relations Department to effectively process applications and hire new employees; and
WHEREAS, the City has contracted services with NEOGOV since 2008 and requests to continue services with them to continue and create more efficient workflow within the Human Relations Department in the areas of recruitment, onboard, promotions, rehire and offboarding; and
WHEREAS, these services are essential and critical to an efficient and effective workflow process and continuing such services will ensure we provide the support necessary and meet the needs of our City departments; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby approve an Agreement with GovernmentJobs.com, Inc. (DBA “NEOGOV”), in a form approved by the City Attorney to provide online employment application and tracking services utilizing Candidate Text Messaging, Insight, Custom Employee Integration and Onboard, covering a three (3) year period effective July 1, 2025 through June 30, 2028, in a total maximum not to exceed contract amount of $116,044.74 to be paid from fund 110-10-109.43060_038 “Contract Services NeoGov- GovernmentJobs.Com”.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 24th day of June, 2025, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

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Resolution No. 2025-

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ATTEST:
__________________________
Nichole Fiez, City Clerk
City of Turlock, County of Stanislaus,
State of California

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1 SERVICES AGREEMENT

V011025

You agree that by placing an order through a NEOGOV standard ordering document such as an “Order Form”, “Service Order,” “Ordering Document,” “SOW” or other document mutually agreed by the parties detailing the services, pricing and subscription term (each, an “Order Form” for purposes of this Agreement ), you agree to follow and be bound by the terms and conditions set forth herein. “Governmentjobs.com”, “NEOGOV”, “we”, and “our” means Governmentjobs.com, Inc. (D/B/A/ NEOGOV), for and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD, LLC (D/B/A Agency360) (collectively, “NEOGO V” and, where applicable, its other affiliates; “Customer”, “you”, “your” means the NEOGOV client, customer, and/or the subscriber identified in the Order Form).

“Services Agreement” or the “Agreement” shall be used to collectively refer to this NEOGOV Services Agreement, documents incorporated herein including the applicable Order Form , each Addendum (as applicable) , and Special Conditions (if any). “Addendum” means each Addendum set forth either as an Exhibit hereto or otherwise made available at https://www.neogov.com/service-specifications (the “NEOGOV Site”) and, as applicable, made a part of this Agreement. “Special Conditions” means individually negotiated variations, amendments and/or additions to this Service Agreement of which are either drafted, or incorporated by reference, into the Order Form.

1. Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its SaaS Applications and Professional Services (each defined below) included or ordered by Customer in the applicable Order Form (collectively referred to as the “Services”). In addition, to the extent NEOGOV provides Customer with access to additional NEOGOV software in order to access Customer Data (as defined below) or otherwise enhance product implementation or functionality, Customer’s use of such software will be deemed to be part of the Services and the terms and conditions of this Agreement shall apply. Customer hereby acknowledges and agrees that NEOGOV’s provision and performance of, and Customer’s access to, the Services is dependent and conditioned upon Customer’s full performance of its duties, obligations and responsibilities hereunder. This Agreeme nt entered into as of the earlier of: (i) date of your signature on an applicable Order Form ; or (ii) use of the Services commences (the “Effective Date”). The Agreement supersedes any prior and contemporaneous discussions, agreements or representations and warranties.

2. SaaS Subscription.

a) Subscription Grant. “SaaS Applications” means each proprietary NEOGOV web-based software-as-a-service application that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated components as described in any written service specifications made available to Customer by NEOGOV (the “Service Specifications”). Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non-transferable, and non- sublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS Applications specified in the Order Form solely for Customer’s internal, non-commercial purposes; (ii ) generate, print, and download Customer Data as may result from any access to or use of the SaaS Applications; and (iii) train Authorized Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the “SaaS Subscription”). “Authorized Users” means (1) Customer employees, agents, contractors, consultants (“Personnel”) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services Agreement and (2) for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits (if any) as detailed in the user tier in the applicable Order Form. You may not access the SaaS Applications if you are a direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. You shall be responsible for each Authorized User’s access to and use of the SaaS Applications and compliance with applicable terms and conditions of this Agreement.

b) Subscription Term. Unless otherwise specified in an applicable Order Form, SaaS Subscriptions shall commence on the Effective Date and remain in effect for twelve (12) consecutive months, unless terminated earlier in accordance with this Agreement (the “Initial Term”). Thereafter, SaaS Subscriptions shall automatically renew for successive twelve (12) month terms (each a “Renewal Term” and together with the Initial Term, collectively, the “Term”) unless a party delivers to the other party, at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term, written notice of such party’s intention to not renew the SaaS Subscriptions , or unless terminated earlier in accordance with this Agreement. The Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Service.

Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service.

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2 3. Customer Responsibilities.
a) Managing the Subscription . Customer may use the Service in a manner consistent with the terms of this Agreement.

Customer will provide NEOGOV all information needed to process the Order Form to activate the s ubscription and provision the Service to the Customer.

b) Managing Authorized Users. Customer is responsible for managing the Authorized Users on its account on the Service.

i) Invitations and Permissions. Customer is responsible for determining which persons to invite to join the Customer’s account on the Service and for all actions by Authorized Users on Customer’s account on the Service. Customer is solely in control of the individual permissions on the Customer’s account.

ii) Customer Obligations. Customer must: (A ) obtain any rights, permissions, or consents that are necessary for the Authorized User’s lawful use of Customer Data and the operation of the Service; (B) ensure that the transfer and processing of Customer Data under the Agreement is lawful; and (C) respond to and resolve any dispute with an Authorized User relating to or based on Customer Data, the Service, or Customer’s failure to fulﬁll its obligations under the Agreement or applicable law. Customer will not, and will ensure its Authorized Users do not (a) make any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone other than Customer and its Authorized Users, unless otherwise agreed in writing by the part ies, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, unless otherwise agreed in writing by the parties, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e ) interfere with or disrupt the integrity or performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or notices included within NEOGOV Intellectual Property and on and in any docum entation or training materials, or (i) use the Services in a manner which violates the terms of this Agreement, any Order Form or any applicable laws.

4. Professional Services . “Professional Services” shall mean professional services purchased by Customer as detailed in an applicable Order Form or NEOGOV Scope of Work (SOW) describing the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Professional Services include training, set-up, implementation, and best practices of and concerning the SaaS Applications. Professional Services are subject to the terms of the Professional Services Addendum made available on the NEOGOV Site and made a part hereof and may be subject to additional terms pursuant to an SOW and Service Specifications describing, if applicable, the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWs must be signed by Customer before NEOGOV shall commence work. If Customer executes a separate SOW, this Agreement and documents incorporated herein (including but not limited to the Professional Services Addendum) shall control in the event of a conflict with the terms of the SOW.

5. Payment Terms.

a) Fees. Customer shall pay all Subscription, Onboarding and Set-Up fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) as set forth in an Order Form within thirty (30) days of the date of NEOGOV’s invoice. Fees shall be invoiced annually in advance and in a single invoice for each Term. Unless explicitly stated otherwise in an Order Form, all payments due under an Order Form are expressed in and shall be paid in U.S. dollars. Invoices shall be delivered to the stated “Bill To” party on the Order Form. Unless explicitly provided otherwise, once placed the Order Form is non-cancellable and sums paid nonrefundable. Any invoiced amount that is not received by NEOGOV when due as set forth in a n Order Form will be subject to a late payment fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. If any amount owing by Customer is more than 30 days overdue, NEOGOV may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full. If Subscription Fees are based upon the Authorized User or employee count as may be specified in an Order Form, Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of Authorized Users or employees set forth in the Order Form . Except as otherwise specifically stated in the Order Form, NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by providing Customer with new pricing at least thirty (30) day notice prior to commencement of a Renewal Term. The new pricing shall be deemed to be effective if Customer (a) returns an executed Order Form to NEOGOV, (b) remits payment to NEOGOV of the fees set forth in the invoice referencing the new pricing , or (c) the Customer or any of its Authorized Users access or use the Services after the expiration of the previous Term.

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3 b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value- added taxes) based on the transactions or payments under this Agreement, except those taxes imposed or based on NEO GOV’s net income or those exempt by applicable state law.

Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days after the Effective Date of this Agreement and thereafter upon NEOGOV’s request therefor.

c) Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's convenience in record keeping, and no such reference or any delivery of services to Customer following receipt of any purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included in any such purchase order. If a purchase order is delivered by Customer in connection with the purchase of Services, none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms and conditions of this Agreement. NEOGOV’s failure to object to terms contained in any such purchase order shall not be a waiver of the terms set forth in this provision or in this Agreement.

6. Term and Termination.

a) Term. This Agreement shall commence on the Effective Date and shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved full performance of Professional Services, unless it is terminated earlier in accordance with this Agreement.

b) Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately if the other is in material breach of this Agreement and such breach is not cured within thirty (30) days following non-breaching party’s written specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the event the Services or Customer’s use of the Services provided hereunder pose a security risk to the Services, NEOGOV or any third party, or become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration or any termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services and other NEOGOV Intellectual Property. Additionally, Customer shall be obligated to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise specified, following 90 days after expiration or termination of the Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice.

7. Audit Rights. Upon reasonable notice, NEOGOV or its agent shall have the right to audit Customer’s records relating to its compliance with this Agreement. Customer shall cooperate fully with this audit. If any audit conducted under this Section indicates that any amount due to NEOGOV was underpaid, Customer shall within three (3) business days pay to NEOGOV the amount due. All expenses associated with any such audit shall be paid by NEOGOV unless the audit reveals underpayment in excess of five percent (5%), in which case Customer shall pay such expenses as well as any amount due to NEOGOV.

8. Maintenance; Modifications; Support Services.

a) Maintenance, Updates, Upgrades . NEOGOV maintains NEOGOV’s hardware and software infrastructure for the Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security. NEOGOV may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the Services during the Term. “Update” means any update, bug fix, patch or correction of the Services or underlying NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades.

Updates are automatic and available upon Customer’s next login to the Services following an Update at no additional cost to Customer. “Upgrade” means any update of the Services or underlying NEOGOV software such as platform updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per customer bas is at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or modifications to Customer’s hardware, systems or other software which may be necessary to use or access the Services due to a modification, Update, or Upgrade of the Services.

b) Program Documentation; Training Materials. “Program Documentation” shall mean all user guides, training, and implementation material, and Service descriptions provided by NEOGOV to Customer in connection with the Services.

NEOGOV hereby grants to Customer a non- exclusive, non-sublicensable, non-tra nsferable license to use, print, and distribute internally via non-public platforms, the Program Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services. Primary training of NEOGOV Services is conducted by self- review of online materials. NEOGOV’s pre-built, online training consists of a series of tutorials to introduce the standard features and functions (the “Training Materials”). The Training Materials may be used as reference material by Customer Personnel conducting day-to-day activities.

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4 c) Implementation. For Services requiring implementation, NEOGOV implementation supplements the Training Materials and is conducted off-site unless otherwise agreed in the Order Form . For an additional fee as detailed on an applicable Order Form, NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer questions during the implementation period, and use commercially reasonable efforts to ensure Authorized User Admins grasp the system. The length of the implementation time is dependent on the type of Service and the Customer’s responsiveness. NEOGOV is not responsible or liable for any delay or failure to perform implementation caused in whole or in part by Customer's delay in performing it s obligations hereunder and, in the event of any such delay, NEOGOV may, in its sole discretion, extend all performance dates as NEOGOV deems reasonably necessary.

d) Support. Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV holidays.

Customer may submit a request for online support for the Services 24 hours a day, seven days a week, and the NEOGOV support desk will acknowledge receipt of the request within a reasonable time. The length of time for a resolution of any problem is dependent on the type of case.

e) Limitations. Unless otherwise specified in the Order Form , this Agreement does not obligate NEOGOV to render any maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual data entry, migration services, data conversion, refinement, purification, re formatting, SQL dump, or process consultation.

9. NEOGOV Intellectual Property Rights.

a) NEOGOV shall exclusively own all right, title and interest in and to all pre -existing and future intellectual property developed or delivered by NEOGOV including all Services, products, systems, software (including any source code or object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks, logos and other distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the “NEOGOV Intellectual Property”). This Agreement does not c onvey or transfer title or ownership of the NEOGOV Intellectual Property to Customer or any of its users. All rights not expressly granted herein are reserved by NEOGOV. Other than recommendation use or as required by law, all use of NEOGOV trademarks must be pre-approved by NEOGOV prior to use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that functions as a source identifier, including any trademark, trade dress, service mark, trad e name, logo, design mark, or domain name, whether or not registered.

b) Customer may, but is not obligated to, provide NEOGOV with suggestions, ideas, enhancement requests, or other feedback (“Feedback”). If Customer provides any such Feedback to NEOGOV, Customer hereby grants NEOGOV a nonexclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose. Feedback is provided to NEOGOV on an “as-is” basis without warranties of any kind.

10. Data Processing and Privacy.

a) Customer Data. “Customer Data” shall mean all data that is owned or developed by Customer, whether provided to NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV’s provision of Services to Customer, including Personnel data collected, loaded into, or located in Customer data files maintained by NEOGOV.

NEOGOV Intellectual Property, including but not limited to the Services and all derivative works thereof, NEOGOV Confidential Information, and Platform Data do not fall within the meaning of the term “Customer Data”. Customer exclusively owns all right, title, and interest in and to all Customer Data. Customer grants NEOGOV a license to host, use, process, display, create non -personal derivative works of, and transmit Customer Data to provide the Services.

NEOGOV reserves the right to delete or disable Customer Data stored, transmitted or published by Customer using the Services upon receipt of a bona fide notification that such content infringes upon the intellectual property rights of others, or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement.

b) Platform Data. “Platform Data” shall mean any anonymized data reflecting the access to or use of the Services by or on behalf of Customer or any user, including statistical or other analysis and performance information related to the provision and operation of the Services including any end user visit, session, impression, clickthrough or click stream data, as well as log, device, transaction data, or other analysis, information, or data based on or derived from any of the foregoing.

NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges NEOGOV may compile Platform Data based on Customer Data input into the Services. Customer agrees that NEOGOV may use Platform Data to the extent and in the manner permitted under applicable law. Such anonymized data neither identifies Customer or its users, nor can Customer or any its users can be derived from such data.

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5 c) Data Processing Agreement. The parties agree that the terms of the NEOGOV Data Processing Addendum (“DPA”) made available on the NEOGOV Site is hereby incorporated herein by reference and made part of this Agreement and governs NEOGOV's processing of Personal Data.

d) Data Responsibilities.

i) NEOGOV will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by NEOGOV personnel except (a) to provide the Services and prevent or address servic e or technical problems, (b) as compelled by applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is commercially reasonable for NEOGOV to rely upon the security processes and measures utilized by NEOGOV ’s cloud infrastructure providers.

ii) Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data , including but not limited to compliance with applicable laws. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the Services. Without limiting the foregoing, Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (a) the accuracy and completeness of all information input, submitted, or uploaded to the Services, (b) the privacy of users of the Services, including, without limitation, providing appropriate notices to and obtaining appropriate consents from any individuals to whom Customer Data relates; and (c) the collection, use, modification, alteration, extraction, retention, copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data.

NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. Unless otherwise mutually agreed in writing, Customer shall not maintain any financial, health, payment card, or similarly sensitive data that imposes specific data security or data protection obligations withi n the Services. Customer shall provide and institute all appropriate tools and procedures required to ensure the security of its own information system and, more specifically, to prevent, detect and destroy the occurrence of any viruses.

e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of Customer Data within its custody and control (a “Security Breach”) within 72 hours of NEOGOV’s confirmation of the nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or Customer’s policies require notification of its A uthorized Users or others of the Security Breach, Customer shall be responsible for such notification.

f) Data Export, Retention and Destruction . Customer may export or delete Customer Data from the Services at any time during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete Customer Data stored on NEOGOV ’s systems using the then existing features and functionality of the Services, NEOGOV will, upon Customer's written request, m ake the Customer Data available for export by Customer or destroy the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as otherwise required by applicable law, NEOGOV will have no obligation to maintain or provide any Customer Data more than ninety (90) days after the expiration or termination of this Agreement. Customer acknowledges that it is solely responsible for determining any retention requirements with respect to the Customer Data as required by applicable law and NEOGOV disclaims all liability in connection with such determination. In addition, to the extent Customer requests that NEOGOV retain Customer Data beyond the expiration of the retention period required by applicable law, rule or regulation, NEOGOV disclaims all liability in connection with retaining such Customer Data including but not limited to any claims related to loss or destruction of such Customer Data.

11. Third Party Services. The Services may permit Customer and its Authorized Users to access services or content provided by third parties through the Services (“Third Party Services”). Customer agrees that NEOGOV is not the original source and shall not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third party no longer permits NEOGOV to provide such access. If loss of access to any Third Party Services (to which Customer has a subscription under this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid fees for such Third Party Services covering the remainder of the Subscription Term.

12. Nondisclosure.

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6 a) Definition of Confidential Information . “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

b) Obligations. The Receiving Party will : (i) use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii i) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not less protective of the Confidential Information than those herein.

c) Exceptions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

d) Equitable Relief. The parties recognize and agree there may be no adequate remedy at law for breach of the provisions of the confidentiality obligations set forth in this Section 12 , that such a breach may irreparably harm the Disclosing Party and the Disclosing Party is entitled to seek equitable relief (including, without limitation, an injunction) with respect to any such breach or potential breach in addition to any other remedies available to it at law or in equity.

13. Representations, Warranties, and Disclaimers.

a) Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

b) Additional Customer Representations and Warranties. Customer hereby represents and warrants to NEOGOV that: (1) Customer and Authorized Users have all necessary rights and authority to upload Customer Data to the Service without violating any third party’s proprietary or privacy rights, including i ntellectual property rights; (2) Customer Data does not contain any viruses, worms, Trojan horses, or other harmful or destructive code or content; and (3) Customer will use the Service in compliance with all laws, rules, regulations, and this Agreement.

c) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially reasonable level of care and skill and in a professional manner in accordance with generally recognized industry standards for similar services.

d) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION, THE SERVICES AND ANY OTHER INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND

HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING,

BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE

UNINTERRUPTED, ERROR -FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE CORRECTED.

e) Disclaimer of Actions Caused by and/or Under the Control of Third Parties . NEOGOV DOES NOT AND CANNOT

CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE

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7 INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL

ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND

ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR WITH RESPECT TO ANY THIRD PARTY SERVICES.

f) No Medical Advice. Through certain Services, NEOGOV may make certain telehealth related information available to Customer and/or facilitate user access to telemedicine, expert medical services, and/or emergency medical services.

NEOGOV is independent from healthcare providers who provide telemedicine services and is not responsible for such healthcare providers’ acts, omissions or for any content or communications made by them. The Services do not provide medical advice and do not create a healthcare provider/patient relationship between Customer and NEOGOV or otherwise. Any Services, or content accessed from the Services, are for informational purposes only and do not constitute medical advice. Customer should seek professional medical advice, diagnosis, and/or treatment for any and all medical conditions, whether as a result of using Services or otherwise. NEOGOV IS NOT RESPONSIBLE OR LIABLE FOR

ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER TREATMENT OR INFORMATION THAT CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES.

14. Indemnification.

a) Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnify NEOGOV from and against any claim, demand, suit or proceeding made or brought against NEOGOV (i ) by a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual property rights, (ii ) in connection with Customer’s violation of any applicable laws, or (iii ) any claim or allegation by any third party resulting from or related to Customer’s or any of its Authorized User’s breach of Section 3 of this Agreement.

b) NEOGOV Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) and 14(c) of this Section, if a third party makes a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a third party’s intellectual property rights, NEOGOV will defend the Customer against the claim and indemnify the Customer from the damages and liabilities awarded by the court to the third -party claiming infringement or the settlement agreed to by NEOGOV.

i) Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a third party’s intellectual property rights, NEOGOV may choose to either modify the Services to be non-infringing or obtain a license to allow for continued use. If these alternatives are not commercially reasonable, NEOGOV may end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months that would have remained, absent such early termination, following the effective date of such early termination.

ii) No Duty to Indemnify . NEOGOV will not indemnify Customer if Customer alters the Service or Service Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service Specifications which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Services or Service Specifications which was provided to Customer, or if the Customer continues to use the infringing material after the subscription expires. NEOGOV wi ll not indemnify the Customer to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for any portion of an infringement claim that is based upon the combination of Service or Service Specifications with any products or services not provided by NEOGOV. NEOGOV will not indemnify Customer for infringement caused by Customer’s actions against any third party if the Services as delivered to Customer and used in accordance with the terms of the Agreement would not otherwise infringe any third-party intellectual property rights.

iii) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or damages against NEOGOV.

c) Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party must: (i) promptly notify the indemnifying party, in writing, of any claim; (ii) cooperate reasonably with indemnifying party, at the indemnifying party’s expense, in the defe nse and/or settlement thereof; and (iii) allow the indemnifying party to control the defense and/or settlement thereof except that the indemnifying party may not, without the indemnified party’s prior written consent, enter into any settlement that does not unconditionally release the indemnified party from liability.

The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of

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8 its own choosing at its own expense, provided that ultimate control of such defense shall remain solely with the indemnifying party.

15. Limitations of Liability.

a) EXCLUSION OF DAMAGES . TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO

EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS

SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, INCLUDING FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,

SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE

ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE

OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

b) CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, OR CUSTOMER’S OBLIGATIONS TO MAKE PAYMENT UNDER

THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS

AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO

BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL

OR EQUITABLE THEORY, SHALL NOT EXCEED T HE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.

16. Reimbursement of Costs in Third Party Litigation. With respect to any litigation or other court proceeding involving Customer and a third party, if any subpoena or other legally binding request related to such litigation or court proceeding is served to NEOGOV requesting copies of documents maintained by NEOGOV or otherwise requesting NEOGOV to appear as a witness in any capacity or provide testimony with respect to Customer’s documentation, Customer shall reimburse NEOGOV for its out-of-pocket costs associated with compliance with such request, including but not limited to NEOGOV’s reasonable attorneys’ fees.

17. EOL Products. NEOGOV may, in its discretion, at certain times elect to discontinue development, distribution and/or support of any Service or any elements or versions of any Service, and thereby designate such Service or elements or versions as end of life (“EOL”). In the event that NEOGOV elects to announce EOL for any Service, NEOGOV will provide six (6) months prior notice. Customer will have a period of six (6) months after receipt of such notice to upgrade to the last commercially available (non-EOL) version of the Service, if applicable, or otherwise following the expiration of such six (6) month period, the Service shall be deemed terminated without penalty and a pro rata refund shall be provided to Customer for the remaining term of the Service . During the 6-month notice period, Customer may continue exercising all of the rights set forth in this Agreement with respect to such EOL Service.

18. Text Message Communications . NEOGOV may offer Personnel the opportunity to receive text messages regarding job application or hiring process reminders, applicant status updates, or other human resource related notices. Since these text message services depend on the functionality of third-party providers, there may be technical delays on the part of those providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. NEOGOV shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any thi rd party in reliance on an alert. NEOGOV cannot vouch for the technical capabilities of any third parties to receive such text messages. To the extent you utilize text messaging features, NEOGOV shall not be responsible for your use of such features, and you shall indemnify NEOGOV with respect to any damages resulting from your use including but not limited any violations of applicable law. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: ( a) THE AVAILABILITY OF TELECOMMUNICATION SERVICES; ( b) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND ( c) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES.

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9 19. Publicity. Unless otherwise provided in the applicable Order Form, NEOGOV may identify Customer as one of its customers and use Customer’s logo for such purposes, subject to any trademark usage requirements specified by Customer.

20. Force Majeure. Except for Customer’s payment obligations to NEOGOV, neither party shall be liable for any damages, costs, expenses or other consequences incurred by the other party or by any other person or entity for any act, circumstance, event, impediment or occurrence beyond such party’s reasonable control, including, without limitation: (a) acts of God; (b) changes in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d) transportation delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, pandemic, military action or usurped power; (h) actions or failures to act on the part of a governmental authority; (i) internet service interruptions or slowdowns, vandalism or cyber-attacks, or (j) any other cause beyond the reasonable control of such party.

21. Independent Contractor; No Third Party Beneficiary; Fulfillment Partners. The relationship of the parties shall be deemed to be that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a joint venture by the parties hereto or constitute either party the employee or a gent of the other. Customer acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties.

This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not. NEOGOV may designate any third -party affiliate, or other agent or subcontractor (each a “Fulfillment Partner”), without notice to, or the consent of, Customer, to perform such tasks and functions to complete any Services.

22. Entire Agreement; Amendment ; Addendum . This Services Agreement , the Exhibits hereto, each Addendum (as may be applicable pursuant to the terms therein ) and documents incorporated herein, the applicable Order Form , and Special Conditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such subject matter. It is exp ressly agreed that the terms of this Agreement and any NEOGOV Order Form shall supersede the terms in any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving priority in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV Order Form, 3) the NEOGOV Services Agreement , and 4) incorporated documents (including the Exhibits and each applicable Addendum). This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services.

This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the part ies to be bound. If you are subscribing for the HRIS , Vetted, or PowerEngage Platform, you hereby specifically agree to the terms of the applicable Addendum set forth on the NEOGOV Site. In addition, certain Services may disclose the use of artificial intelligence, in which case, Customer hereby agrees to the terms of the AI Addendum set forth on the NEOGOV Site.

23. General.

a) Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of California, without giving effect to conflict of law rules. Any legal action or proceeding relating to this Agreement shall be instituted only in any state or federal court in Los Angeles, California.

b) Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect.

Provisions that survive termination or expiration are those relating to, without limitation, accrued rights to payment, acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and limitations of liability, and others which by their nature are intended to survive.

c) Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given either when personally delivered, one (1) business day following delivery by recognized overnight courier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage prepaid, return receipt requested. All such communications shall be sent to (i) Customer at the address set forth in the Order Form and (ii) NEOGOV at the address specified in the applicable Order Form.

d) Waiver. The waiver, express or implied, by either party of any breach of this Agreement by the other party will not waive any subsequent breach by such party of the same or a different kind. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same instrument.

e) Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronic mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature.

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10 f) Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV A ny attempt at assignment in violation of this Section shall be null and void.

g) Construction. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, addendum, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

h) Subcontractors. For purposes of this Agreement, including any subsequent documentation requested by Customer pursuant to this Agreement, the term "subcontractors" shall exclude subcontractors (i) who perform routine software development and maintenance services which are not specific to the Customer, (ii) subcontractors who will not have any access to Customer Data, and (iii) subcontractors who have access to Customer Data solely within NEOGOV's or Customer's systems.

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11 Exhibit A
Government Customer Addendum

If Customer is a Government Customer, the following Government Customer Addendum (“ Government Addendum”) forms part of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, a “Government Customer” means a Customer which is a (a) U.S. Federal agency, (b) state government, agency, department, or political subdivision (including a city, county or municipal corporation), or (c) instrumentality of any of the foregoing (including a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university, Indian tribal economic development organization, or port authority).

1. Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer under the Services Agreement.

2. Termination for Non -Appropriation of Funds on Multi -Year Deals . Customer represents that it has received sufficient appropriation of funds by the applicable legislature (or other appropriate governmental body) (“Governmental Appropriation”) for the first year of the term of any Order Form executed by Customer (the “ First Year” and all such years following the First Year which are included in the term of an Order Form, the “Future Years” ). If Customer is subject to federal, state or local law which makes Customer’s financial obligations under this Services Agreement contingent upon Governmental Appropriation, and if such funds are not forthcoming or are insufficient due to failure of such Governmental Appropriation, then Customer will have the right to terminate the then remaining portion of any Future Years under the Services Agreement at no additional cost and with no penalty by giving prior written notice documenting the lack of funding. Customer will provide at least thirty (30) days advance written notice of such termination. Customer will use reasonable efforts to e nsure appropriated funds are available. It is expressly agreed that Customer shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis, which affects gene rally its fiscal operations. If Customer terminates the Services Agreement under this Section 2, Customer agrees not to replace the Services with functionally similar products or services for a period of one year after the termination of the Services Agreement.

3. Indemnification. If Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnify third parties, Section 14(a) and the indemnification provision included in Section 18 of the Services Agreement shall not apply to Customer, to the extent disallowed by applicable law.

4. Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records, freedom of information, or sunshine laws (“Open Records Laws”) the confidentiality requirements of Section 12 of the Services Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer. This Section is not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation, the requirement for the Customer t o provide notice and opportunity for NEOGOV to assert an exception to disclosure requirements in accordance with the applicable Open Records laws.

5. Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i) federal, state, local, tribal, or other municipal government (including all administrative agencies, departments, and offices thereof); (ii) any business enterprise in whi ch a federal, state, local, tribal or other municipal entity has a full, majority, or other controlling interest; and/or (iii) any public school (including without limitation K -12 schools, colleges, universities, and vocational schools) (collectively referred to as the “New Entity”) may purchase the Services specified herein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New Entity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section, Customer: (i) shall not be cons trued as a dealer, re -marketer, representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval necessary t o purchase under the agreement. Termination of this Agreement shall in no way limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with any New Entity. Any New Entity who purchases Services under this Section hereby represents that is has the authority to use this Services Agreement for the purchase and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicable to the New Entity.

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12 Exhibit B
Integration Terms Addendum
NEOGOV offers integrations and platform APIs for integrations to third party systems (“Integration Services”). Customer may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following terms (the “Integration Terms Addendum”) shall apply to the extent that Customer utilizes a system integration between the Services and either: (a) an affiliated integrated service, including those found at https://api.neogov.com/connect/marketplace.html (“Affiliated API”) or to the extent that Customer utilizes a system integration between the Services and an unaffiliated third-party service (“Customer Application”) integrated using NEOGOV’s open API (“Open API”). Integration Services are not available for HRIS Services and this Exhibit B shall not apply to HRIS Services.

1. Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this Agreement, NEOGOV hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable Term to use and/or access the Affiliated API as described in this Agreement, or the Open API for communication between Customer’s human resource related third application(s) that will interoperate with NEOGOV Services (collectively these uses shall be referred to as the “API” or “Integration”). Customer acknowledges there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted.

Customer may not use the API for any other purpose without our prior written consent. Customer may not share the API with any third party, must keep the API and all log-in information secure, and must use the API key as Customer sole means of accessing the API.

2. Integration Intellectual Property. All right, title, and interest in the API and any and all information, data, documents, materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property, software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title, and interest in and to the third-party materials, including all intellectual property rights therein, are and will remain with their respective third-party rights holders subject to the terms and conditions of the applicable third-party license agreements. Customer has no right or license with respect to any third-party materials except as expressly licensed under such third-party license agreements.

3. Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietary notices from the API; use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; combine or integrate the API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or the identity of Customer Application(s) when requesting authorization to use the API.

4. Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications, and Customer third-party vendors that integrate with the API (collectively the “Customer Applications”), shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://api.neogov.com/connect/index.html from time to time. In addition, Customer will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.

5. Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties of which are outside NEOGOV control.

6. Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and access the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth

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13 in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.

Notwithstanding the foregoing, NEOGOV reserves the right to cha rge for access with effect from the start of each Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term.

7. API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process.

Customer agrees to monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.

This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the most recent version(s). You are required to make any such changes to Customer Applications that are required for integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer Applications communicate with the Services.

8. Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to be made in too short a period of time, as-determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to throttle your API connections, or suspend or terminate your access to the Open API. NEOGOV shall use reasonable efforts to provide Customer notice and reasonable time to cure prior to taking such actions.

9. Open API Limitations . TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT

WILL NEOGOV BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,

NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST

PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF

BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE

AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU

MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

10. Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or without notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

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ADDENDUM TO

NEOGOV SERVICES AGREEMENT/

STANDARD ORDERING DOCUMENT
NeoGov_ 08_09_23

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Services Provider: GovernmentJobs.com, Inc., dba NEOGOV Date: June 20, 2025 City Contract No. 2024-051
Scope of Work: Applicant Tracking System and New Hire Processing Services.

The City of Turlock (“City”) will place orders online on a NEOGOV “Order Form”, “Service Order”, or “SOW” that will be governed by that certain online “Services Agreement” with its terms and conditions. The Parties agree to augment that agreement with this Addendum as provided below.

1. INSURANCE:

Service Provider shall procure and maintain for the duration of this Addendum insurance for itself and its employees as provided in this section. Failure to maintain or renew coverage or to provide evidence of renewal may constitute a material breach of contract. Service Provider shall maintain coverage as follows:

(a) General Liability Insurance. Service Provider shall carry general liability insurance in the amount of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate for bodily injury, personal injury, and property damage.

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

(c) Auto Insurance. {Intentionally omitted.}
(d) Technology Errors and Omissions Liability . Service Provider shall carry errors and omissions liability insurance in the amount of no less than Two Million Dollars ($2,000,000.00) per claim.

(e) Cyber Liability Insurance. Service Provider shall carry Cyber Liability Insurance with limits not less than Two Million Dollars ($2,000,000) per occurrence or claim.

Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Service Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, Docusign Envelope ID: 81EEFDF4-EBB6-417E-8C4C-4A286966D4B7

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STANDARD ORDERING DOCUMENT
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Services Provider: GovernmentJobs.com, Inc., dba NEOGOV Date:

City Contract No. 2024-051
Scope of Work: Applicant Tracking System and New Hire Processing Services.

trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security, and specifically excluding trade secrets or patents. (e) Builder’s Risk Insurance. {Intentionally omitted.}

(f) Contractor’s Pollution Insurance. {Intentionally omitted.}

(g) Service Providers Pollution Insurance. {Intentionally omitted.}

(h) Professional Liability Insurance. {Intentionally omitted.}

ADDITIONAL INSURANCE REQUIREMENTS.

Within a reasonable time after receipt of written request, Service Provider shall provide City with certificates of insurance for all of the policies required under this Agreement (“Certificates”), excluding the required workers’ compensation insurance. Such Certificates shall be kept current for the Term of the Agreement and Service Provider shall be responsible for providing updated copies to City. Service Provider shall provide written notice to City if a policy is canceled, suspended, reduced, or voided.

(i) Deductibles and Self-Insured Retentions: Contractor will be responsible for any deductible to the extent of its indemnity obligations. Upon request of City, any deductibles or self-insured retentions must be declared to City.

Docusign Envelope ID: 81EEFDF4-EBB6-417E-8C4C-4A286966D4B7

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STANDARD ORDERING DOCUMENT
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Services Provider: GovernmentJobs.com, Inc., dba NEOGOV Date:

City Contract No. 2024-051
Scope of Work: Applicant Tracking System and New Hire Processing Services.

(j) Other Insurance Provisions: The general liability policy shall contain, or be endorsed to contain, the following provisions:
(1) City, its elective and appointive boards, officers and employees are to be included as additional insureds with respect to the extent of liabilities falling within Contactor’s indemnity obligations under the Agreement.

(2) For the commercial general liability policy only, Service Provider’s insurance coverage shall be primary insurance as respects City and any insurance or self-insurance maintained by City shall be excess of Service Provider’s insurance and shall not contribute with it, but only to the extent of liabilities falling within Contractor’s indemnity obligations pursuant to the terms of the agreement.

(3) In the event of cancellation non -renewal, or material change that reduces or restricts the insurance coverage afforded to City under this Agreement, the Service Provider shall provide City with as much notice as reasonably possible, in writing, of such cancellation, non-renewal, or material change.

(k) Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-:VII or with an insurer to which the City has provided prior approval.

(l) Waiver of Subrogation. [Intentionally omitted.]

(m) Sub Service Providers. [Intentionally omitted.]

(n) Surety Bonds. {Intentionally omitted.}

2. INDEMNIFICATION: {Intentionally omitted.}

3. TERM: {Intentionally omitted.}

4. VOLUNTARY TERMINATION: {Intentionally omitted.}
Docusign Envelope ID: 81EEFDF4-EBB6-417E-8C4C-4A286966D4B7

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NEOGOV SERVICES AGREEMENT/

STANDARD ORDERING DOCUMENT
NeoGov_ 08_09_23

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Services Provider: GovernmentJobs.com, Inc., dba NEOGOV Date:

City Contract No. 2024-051
Scope of Work: Applicant Tracking System and New Hire Processing Services.

5. CONFLICT: Should any conflict exist between the terms and conditions of the Services Agreement and this Addendum, the terms and conditions of the Addendum shall prevail.

6. EXTENSION OF AGREEMENT: {Intentionally omitted.}

7. GOVERNING LAW: This Agreement shall be interpreted, construed, and governed according to the laws of the State of California, and venue for all actions arising from or related to this Agreement shall be in the County of Stanislaus, State of California.

8. CONTRACT ADMINISTRATOR: The City’s contract administrator and contact person for this Agreement is:

Jessie Dhami
City of Turlock
Human Relations Department
156 S. Broadway, Suite 235, Turlock, California 95380-5456 Telephone Number: (209) 668-5810
E-mail Address: [email protected]

IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by and through their respective officer’s thereunto duly authorized.

Docusign Envelope ID: 81EEFDF4-EBB6-417E-8C4C-4A286966D4B7

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NEOGOV SERVICES AGREEMENT/

STANDARD ORDERING DOCUMENT
NeoGov_ 08_09_23

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Services Provider: GovernmentJobs.com, Inc., dba NEOGOV Date: June 20, 2025 City Contract No. 2024-051
Scope of Work: Applicant Tracking System and New Hire Processing Services.

CITY OF TURLOCK, a municipal corporation Governmentjobs.com dba NEOGOV By: By:

Susan E. Borrego, Interim City Manager

Date:

Title:

Print name:

APPROVED AS TO FORM:

By:

George A. Petrulakis, City Attorney

ATTEST:

By:

Nichole Fiez, City Clerk

Date:

Docusign Envelope ID: 81EEFDF4-EBB6-417E-8C4C-4A286966D4B7 Chief Customer Officer
6/20/2025 | 6:47:44 AM PDT
Sandy Miranda

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City Council Staff Report
June 24, 2025

From: Jessie Dhami, Human Relations Director
Prepared by: Darlene Ingersoll, Principal HR Analyst
Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Resolution: Approving an agreement with the law firm of Atkinson, Andelson, Loya, Ruud & Romo to provide labor negotiation, labor/employment law to the City of Turlock pursuant to an updated attorney representation agreement effective July 1, 2025 for a one (1) year term, in a total maximum not to exceed contract amount of $300,000 to be paid from “General Fund” account number 110-10-109.43010 “Contract Attorney”

2. DISCUSSION OF ISSUE:

Staff is seeking to continue the services of Atkinson, Andelson, Loya, Ruud & Romo ("AALRR") into Fiscal Year 2025-2026 pursuant to an updated Attorney Representation Agreement to perform the following:
• Labor negotiations with Turlock Management Association - Public Safety ("TMAPS"), potential re-opener negotiations with Turlock Associated Police Officers ("TAPO"), and meet and confer obligations with all labor groups (Turlock City Employees Association ("TCEA"), TAPO, Turlock Firefighters, TMAPS, Management Employees, and Confidential Employees labor groups.
• Various labor and employment law matters including, but not limited to, disciplinary issues, and advice and counsel on an as-needed basis, etc.

Staff is requesting the continued services of Atkinson, Andelson, Loya, Ruud & Romo into Fiscal Year 2025-2026. The Human Relations Department has estimated $300,000 as a fiscal impact.

3. BASIS OF RECOMMENDATION:

The Turlock City Council engaged the law firm of Atkinson, Andelson, Loya, Ruud & Romo (“AALRR”) to act as lead negotiator on behalf of the City of Turlock for collective bargaining during the past several years and to handle labor/employment law issues such as personnel matters.

Staff requests and recommends continued engagement with AALRR for anticipated labor and employment law matters, engaging in labor negotiations with the various unions and employee groups.

4. FISCAL IMPACT / BUDGET AMENDMENT:

The Fiscal Year budget 2025-2026 includes adequate funds to account for this fiscal impact in Fund “General Fund” account number 110-10-109.43010 “Contract Attorney”.

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Agenda Staff Report
6/24/2025

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

This action is not subject to the provisions of the California Environmental Quality Act (CEQA) in accordance with Section 15378(b)(5) of the CEQA guidelines. This action consists of “organizational or administrative activities of governments that will not results in direct or indirect physical changes in the environment” and therefore is not considered a project.

8. ALTERNATIVES:

Council could decline to approve this action and direct staff to explore other options in regards to continuing the labor and employment law services and labor negotiation services.

Due to the expertise of AALRR and its current involvement in important employment law matters, and the ongoing and upcoming labor negotiations, this alternative is not recommended.

9. ATTACHMENTS:

1. Draft Resolution

2. Attorney Representation Agreement FY 2025-2026

3. Addendum

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ATTACHMENT A

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
IN THE MATTER OF APPROVING } RESOLUTION NO. 2025-
AN AGREEMENT WITH THE LAW FIRM OF }
ATKINSON, ANDELSON, LOYA, RUUD & }
ROMO TO PROVIDE LABOR NEGOTIATION, }
LABOR/EMPLOYMENT LAW TO THE CITY OF }
TURLOCK PURSUANT TO AN UPDATED }
ATTORNEY REPRESENTATION }
AGREEMENT EFFECTIVE JULY 1, 2025 }
FOR A ONE (1) YEAR TERM, IN A TOTAL }
MAXIMUM NOT TO EXCEED CONTRACT }
AMOUNT OF $300,000 TO BE PAID FROM }
“GENERAL FUND” ACCOUNT NUMBER }
110-10-109.43010 “CONTRACT ATTORNEY” }
}
WHEREAS, the City engaged the law firm of Atkinson, Andelson, Loya, Ruud & Romo (“AALRR”) to act as lead negotiator on behalf of the City of Turlock for the collective bargaining process during the past several years related to TCEA, TAPO, Turlock Firefighters, TMAPS, Management Employees, and Confidential Employees labor groups; and the City also engaged AALRR to handle labor/employment law issues such as personnel matters; and
WHEREAS, the City desires to continue the engagement of AALRR related to Fiscal Year 2025-2026.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby approve an agreement with the law firm of Atkinson, Andelson, Loya, Ruud & Romo to provide labor negotiation, labor/employment law to the City of Turlock pursuant to an updated attorney representation agreement effective July 1, 2025 for a one (1) year term, in a total maximum not to exceed contract amount of $300,000 to be paid from “General Fund” account number 110-10-109.43010 “Contract Attorney”.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 24th day of June, 2025, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

ATTEST:
__________________________
Nichole Fiez, City Clerk
City of Turlock, County of Stanislaus,
State of California

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City Contract No. 2026-016

ATTORNEY REPRESENTATION AGREEMENT

I. PARTIES

This Attorney Representation Agreement ("Agreement") is entered into by and between the law firm of ATKINSON, ANDELSON, LOYA, RUUD & ROMO, a professional corporation, hereinafter referred to as "Attorney" or the "Law Firm" and the CITY OF TURLOCK, hereinafter referred to as "Client."

II. PURPOSE

Client desires to retain and engage Law Firm to provide services and consultation relating to labor negotiations, labor relations, and general employment law needs and other services on an as-needed basis. Law Firm accepts this engagement on the terms and conditions contained in this Agreement.

III. TERMS AND CONDITIONS

A. Fees for Services

1. Hourly Rate Services

Client agrees to pay the Law Firm at the following standard hourly rates:

Partners/Of Counsel: $360.00
Associates (depending on years of professional experience): $300.00 - $325.00 Paralegals: $240.00

2. Costs and Expenses

In addition to the fees described above, Client agrees to pay a five percent (5%) “administrative fee” calculated and based on the total monthly billed fees to cover certain operating expenses of the Law Firm incurred in providing services to Client. This administrative fee is in lieu of charging Client for Westlaw, photocopies, automobile mileage, parking, facsimiles, telephone, document preparation, and postage.

Costs relating to fees charged by third parties retained to perform services ancillary to the Law Firm's representation of Client are not included and are charged separately. These include, but are not limited to, deposition and court reporter fees, transcript costs, witnes s fees (including expert witnesses), process server fees, and other similar third party fees. The Law Firm shall not be obligated to advance costs on behalf of Client; however, for purposes of convenience and in order to expedite matters, the Law Firm reserves the right to advance costs on behalf of Client with Client's prior approval in the event a particular cost item exceeds $2,000.00 in amount, and without the prior approval of Client in the event a particular cost item totals $2,000.00 or less.

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City Contract No. 2026-016

B. Billing Practices

1. A detailed description of the work performed and the costs and expenses advanced by the Law Firm will be prepared on a monthly basis as of the last day of the month and will be mailed to Client on or about the 15th of the following month, unless other arrangements are made.

Payment of the full amount due, as reflected on the monthly statement, will be due to the Law Firm from Client by the 10th of the month following delivery of the statement, unless other arrangements are made. In the event that there are funds of Client in the Law Firm's Trust Account at the time a monthly billing statement is prepared, funds will be transferred from the Law Firm's Trust Account to the Law Firm's General Account to the extent of the balance due on the monthly statement and a credit will be reflected on the monthly statement. Any balance of fees or costs advanced remaining unpaid for a period of 60 days will be subject to a 1 % per month service charge.

2. Hourly rate services shall be charged to Client at a minimum increment of one - tenth hour, including reasonable travel time billed portal -to-portal. When time spent by Attorney on a particular service exceeds one-tenth hour, the charge will be rounded up to the next one- tenth hour increment.

3. Client agrees to review the Law Firm’s monthly statements promptly upon receipt and to notify the Law Firm, in writing, with respect to any disagreement with the monthly statement.

4. After the conclusion of a particular engagement (e.g. an investigation) should a need arise for the Firm to respond to any subpoena or discovery, to provide testimony at deposition, trial or arbitration, or to otherwise perform services with respect to any matter relating to or arising out of that engagement, Client shall compensate the Firm at its then applicable rates for time expended, including all required preparation time.

C. Termination of Representation

Client has the right, at any time, and either with or without good cause, to discharge the Law Firm as its attorneys. In the event of such a discharge of the Law Firm by Client, however, any and all unpaid attorneys' fees and costs owing to the Firm by Client shall be immediately due and payable.

The Law Firm reserves the right to discontinue the performance of legal services on behalf of Client on a particular matter upon the occurrence of anyone or more of the following events:

1. Upon order of a court of law requiring the Law Firm to discontinue the performance of legal services;

2. Upon a determination by the Law Firm in the exercise of its reasonable and sole discretion, that state or federal legal ethical principles require it to discontinue the performance of legal services;

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City Contract No. 2026-016

3. Upon a failure of Client to perform any of Client’s obligations with respect to the payment of the Law Firm’s fees, costs or expenses as reflected on the monthly bill; or,

4. Upon failure to cooperate with Law Firm as described in paragraph E.

In the event that the Law Firm ceases to perform legal services for Client, Client agrees that it will promptly pay to the Law Firm any and all unpaid fees and costs advanced. Further, the Client agrees that, with respect to any litigation where the Law Firm has made an appearance in a court of law on its behalf, Client will promptly execute an appropriate Substitution of Attorney form. Any termination of Law Firm's representation on such a matter may be subject to approval by the applicable court of law.

D. Possible Third Party Conflicts

The Firm has a number of attorneys. The Firm may currently or in the future represent one or more other clients in matters involving Client. The Firm undertakes this engagement on the condition that the Firm may represent another client in a matter in whic h the Firm does not represent Client, even if the interests of the other client are adverse to those of Client (including appearance on behalf of another client adverse to Client in litigation or arbitration), provided the other matter is not substantially related to the Firm's representation of Client and in the course of representing Client attorneys of the Firm have not obtained confidential information of Client material to the representation of the other client (“Permitted Adverse Representation”). Cli ent's consent to this arrangement is required because of its possible adverse effects on performance of the Firm's duties as attorneys to remain loyal and available to those other clients and to render legal services with vigor and competence. Also, if an attorney does not continue an engagement or must withdraw therefrom, the client may incur delay, prejudice or additional cost such as acquainting new counsel for the matter. Client agrees not to seek to disqualify the Firm from representing such other client in any Permitted Adverse Representation.

E. Client Cooperation

Client understands and agrees that, in order for the Law Firm to represent Client effectively, it is necessary for Client to assist and cooperate with the Law Firm during this engagement. Client agrees to: (1) make its employees and officials available to discuss issues as they arise; (2) attend and participate in meetings, preparation sessions and court proceedings, review drafts of documents, and perform other activities in connection with the representation; and (3) provide complete and accurate information and documents to us on a timely basis. Noncooperation will be grounds for the Law Firm's withdrawal from representing Client on a particular matter. It is essential that Client and the Law Firm maintain open communications.

F. Identification of Insurance Coverage

With respect to insurance coverage for any matters covered by the scope of services under this Agreement, Client agrees that it has the responsibility, rather than the Law Firm, to identify potential insurance coverage and to tender legal matters to any appropriate insurance companies that may insure Client. If Client desires that the Law Firm become involved in identifying potential insurers and/or the tender of legal disputes, then a separate written agreement between Client and the Law Firm to that effect will be required.

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City Contract No. 2026-016

G. Arbitration: Waiver of Jury Trial

If any dispute arises out of, or related to, a claimed breach of this agreement, the professional services rendered by attorneys, or any other disagreement of any nature, type, or description, regardless of the facts or the legal theories which may be involved, including attorney malpractice, breach of fiduciary duty, misrepresentation, or conflict of interest, such dispute shall be resolved by confidential and binding arbitration upon the written request of one party after service of that request on the other party.

There are significant advantages and disadvantages of binding arbitration. The parties shall agree on an arbitrator with special skills and experience to hear and determine the dispute unlike in a court proceeding where a judge is assigned. If the parties cannot agree, then the Superior Court of Stanislaus County shall choose an impartial arbitrator whose decision shall be final and conclusive on all matters.

The parties shall each have the right of discovery in accordance with Code of Civil Procedure Section 1283. Arbitrations conducted pursuant to this agreement permit the same discovery rights as in a court proceeding. Each party shall bear their own costs and attorney fees, including payments to the arbitrator which can be significantly more costly than the filing fee in Court proceedings where costs may be awarded to the prevailing party. Each party to this agreement waives and therefore gives up important constitutional rights in arbitration as the arbitrator’s decision is final. There is no right to appeal to challenge any errors made in the arbitration proceeding. Unlike court proceedings, arbitration proceedings are conducted privately and the outcome will remain confidential. There is no right to a trial by a judge or jury of one’s peers. There is no limitation on the type of monetary damage that can be awarded by the arbitrator.

The client is advised that the client has the right to have an independent lawyer of client’s choice review this arbitration provision.

H. Protection of Client Confidences - High Tech Communication Devices

The Law Firm is aware of its important obligation to preserve the secrets and confidences of its clients which it holds in precious trust for them. To that end it is important that Client and the Law Firm agree from the outset what kinds of communications technology the Law Firm should employ in the course of representing Client. For example, the exchange of documents and other information using email or other types of electronic communications involves some risk that information will be retrieved by third parties with no right to see it. Even the use of facsimile machines can cause problems if documents are sent to numbers where the documents sit in open view.

Therefore, Client should only provide the Law Firm with cellular numbers, facsimile numbers and email addresses which are acceptable to Client for receiving confidential communications from the Law Firm. Client agrees that the Law Firm may use any of the c ellular numbers, facsimile numbers and email addresses other than those which you specify in writing that the Law Firm should not use.

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Turlock City CouncilJune 24, 2025

Turlock City Council
June 24, 2025