Turlock City Council
August 12, 2025

Agenda Staff Report
8/12/2025

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:

City Council could choose to not approve this agreement, however, this is not recommended as this is a useful investigative tool for the Department and funding has been identified.

9. ATTACHMENTS:

1. Resolution

2. Peregrine Agreement/Order Form

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
IN THE MATTER OF AUTHORIZING AN } RESOLUTION NO. 2025-
AGREEMENT BETWEEN THE CITY OF }
TURLOCK AND PEREGRINE, IN AN ANNUAL }
AMOUNT NOT TO EXCEED NINETY-EIGHT }
THOUSAND DOLLARS ($98,000) FOR A DATA }
POINT INTEGRATION SOFTWARE FOR THE }
PERIOD OF AUGUST 18, 2025 THROUGH }
AUGUST 17, 2026, WHERE FUNDING HAS }
BEEN BUDGETED IN FUND 116 “SPECIAL }
PUBLIC SAFETY” }
}
WHEREAS, the City of Turlock Police Department has made tremendous progress in using technology as an investigative tool to enhance operational efficiency; and
WHEREAS, Peregrine streamlines the process of researching and crossreferencing information from multiple sources, allowing analysts and officers to access critical data faster and more accurately; and
WHEREAS, this increased efficiency not only improves investigative outcomes but also supports officer safety and informed decision-making in the field; and WHEREAS, the Police Department has identified funding for Peregrine in account 116-20-225.44010_003, Special Public Safety Computer Software.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby authorize an agreement between the City of Turlock and Peregrine, in an annual amount not exceed ninety-eight thousand dollars ($98,000) for a data point integration software for the period of August 18, 2025 through August 17, 2026, where funding has been budgeted in Fund 116 “Special Public Safety.” PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 12th day of August, 2025, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

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

Copyright 2022, Peregrine Technologies, Inc. All rights reserved. Copyright extends to all pages of this document.

PEREGRINE CUSTOMER ORDER FORM & SCOPE OF SERVICES
Customer Information
Customer Name: Turlock Police Department Contact: Chief Jason Hedden Address: 244 N Broadway St, Turlock, CA 95380 Phone: 209-668-5550 Email: [email protected] Fax: N/A
Peregrine Services
Effective Date: August 18, 2025
Initial Term: From the Effective Date through August 17, 2028 (“Initial Term”).

Service Fee: The following fee schedule is available to the Customer if Order Form is signed on or before August 15, 2025. Unless otherwise terminated as set forth in the Terms and Conditions, Customer shall pay Peregrine a service fee of $98,000 annually for the Term as follows:
a. $98,000 within 30 days of the Effective Date
b. $98,000 within 30 days of August 18, 2026
c. $98,000 within 30 days of August 18, 2027
Users: Customer may allow an unlimited number of employees of the Turlock Police Department to access and use the Service.

Onboarding and Training Services: Peregrine will provide Customer with an introductory training session that provides an overview of the Service, background on accessible data sources as of the Effective Date and an introduction to the analytic capabilities of the Service. Peregrine will provide additional training, including refresher sessions and advanced training modules, from time to time upon mutual agreement of the parties.

Professional Services: The initial Customer Data sources and systems that Peregrine will integrate with the Service for Customer are: TriTech CAD, TriTech RMS, Legacy Data (AS-400 Mainframe), Axon BWC, Epic IO ALPR, and Intellisite ALPR.

The fee schedule above includes support for up to 75 million annual LPR reads and a 30-day retention of LPR detections.

The Customer is responsible for any third-party API or data access fees.

Any additional data integrations or new functionality shall be subject to mutual written agreement of the parties, including with respect to fees. All additional data integration services or new functionality and corresponding fees will be set forth in a statement of work.

For clarity, Peregrine will provide any other Professional Services and additional data integration services in accordance with Section 2.2 of the Terms and Conditions.

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Peregrine services are provided subject to the terms set forth above on this Order Form together with the attached terms and conditions (the “Terms and Conditions,” and together with this Order Form, the “Agreement”). Any capitalized term used in this Order Form but not defined herein shall have the meaning ascribed to it in the Terms and Conditions. By signing this Order From, Peregrine and Customer each agree to the terms and conditions set forth in this Agreement. In the event of any conflict between this Order Form and the Terms and Conditions, the terms of this Order Form shall govern to the extent of such conflict. This Order Form may be executed in counterparts (which may be delivered by electronic mail of .pdf files), each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument.

Peregrine
By:

Print Name: Nicholas Noone_____________
Title: President and CEO ____________
Date
CITY OF TURLOCK, a California
municipal corporation
By:

Susan E. Borrego, Interim City Manager
Date:

APPROVED AS TO SUFFICIENCY:

By:

Jason Hedden, Chief of Police
APPROVED AS TO FORM:

By:

George A. Petrulakis, City Attorney
ATTEST:

By:

Nichole Fiez, City Clerk

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3 Proprietary and Confidential
Peregrine Customer Terms and Conditions
These Peregrine Customer Terms and Conditions govern the provision of the services described on the attached Order Form (“Order Form”) by Peregrine Technologies, Inc. (“Peregrine”) to Turlock Police Department (“Customer”). By executing an Order Form with Peregrine, Customer agrees to be bound by these Terms and Conditions.

1. Definitions.
“Aggregated Data” has the meaning specified in Section 6.1. “CJIS Security Policy” means the FBI CJIS Security Policy document as published by the FBI CJIS Information Security Officer, currently located at https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center. “Client-Side Software” means any software in source or object code form that Peregrine makes available for use in connection with the Service, including Peregrine’s mobile application(s). “Criminal Justice Information Services Division” or “CJIS” means the FBI division responsible for the collection, warehousing, and timely dissemination of relevant criminal justice information to the FBI and to qualified law enforcement, criminal justice, civilian, academic, employment and licensing agencies. “Customer Data” means any of Customer’s data, information, documents or electronic files that are provided to Peregrine via the Service or otherwise in connection with this Agreement, including any databases Customer procures from third party vendors for Peregrine’s integration with the Service; provided that, for purposes of clarity, Customer Data as defined herein does not include Aggregated Data. “Documentation” means the materials supplied by Peregrine hereunder, in any media, including any and all installer’s, operator’s and user’s manuals, training materials, guides, functional or technical specifications or other materials for use in conjunction with the Service.
“Personal Information” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered “personal data”, “personally identifiable information”, or something similar under applicable laws, rules, or regulations relating to data privacy. “Professional Services” has the meaning specified in Section 2.2. “Service” means Peregrine’s proprietary platform that assists Users with criminal investigations and police leadership decision making, consisting of a hosted web-based interface and the Client-Side Software. For purposes of this Agreement, the Service is exclusive of Professional Services that may be rendered upon mutual agreement of the parties in accordance with Section 2.2.
“SOW” has the meaning specified in Section 2.2.
“Third Party Data” means any third party databases that Peregrine licenses from third party vendors and makes accessible via the Service. For clarity, Third Party Data does not include any Customer Data. “Third Party Products” means any third-party products provided with, integrated with, or incorporated into the Service, including Third Party Data.
“Users” means the individuals authorized by Customer to use the Service in accordance with the terms in the Order Form (including number and type of individuals who may access the Service) and that have been supplied user identifications and passwords by Peregrine.

2. Provision of the Service and Additional Services.

2.1. Service. During the Term and subject to the terms and conditions of this Agreement, including payment of the fees set forth on the Order Form, Customer may: (a) access and use the Service for up to the number of Users set forth in the Order Form, (b) download and reproduce the applicable Documentation solely for internal use in association with the Service, and (c) download, install, and use any Client-Side Software in support of Customer’s

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use of the Service, in each case on a nonexclusive, non-transferable, and non-sublicensable basis and solely for Customer’s internal business purposes. Peregrine shall provide Customer with authentication credentials for individual Users upon written request from authorized personnel of Customer, (ii) onboarding and training services as set forth in the Order Form (“Onboarding and Training Services”), and (iii) telephone and standard technical support to Customer during normal business hours (“Technical Support”). Except as set forth herein, Peregrine shall, at its sole cost and expense, provide all facilities and equipment that may be necessary for Peregrine to perform the Services.

2.2. Professional Services. Except as set forth in the Order Form, in the event that Customer requests that Peregrine perform data integration, configuration or implementation services regarding the Service, including integration of Customer Data or Third Party Data and creation of specific modifications to the Service (but excluding any Onboarding and Training Services), Peregrine will discuss the scope and fees for such services and, if agreed, such work will be performed pursuant to a statement of work executed by the parties and referencing this Agreement that describe such scope and fees (an “SOW,” and such services, the “Professional Services”). Any fees associated with the Professional Services shall be set forth in the applicable SOW and Customer shall pay such fees in accordance with Section 4.2 below. To the extent the Professional Services result in any software code or other tangible work product (“Work Product”), all such Work Product will remain owned solely and exclusively by Peregrine and may be used by Customer solely in connection with Customer’s authorized use of the Service under this Agreement. Customer shall permit Peregrine access to Customer’s offices and any other facilities necessary for Peregrine to provide the Professional Services.

2.3. Access and Policies. Customer will permit Peregrine access to Customer’s offices and any other facilities necessary for Peregrine to provide the Service, Onboarding and Training Services, Technical Support, and any Professional Services. Peregrine agrees to, and cause its personnel to, abide by Customer’s facilities access and use policies as provided by Customer to Peregrine in writing in advance of any on-site visits. Customer will also permit and enable Peregrine to have offsite access to Customer Data and the Customer’s production platform for the Service in order to provide the Service, Technical Support and Professional Services. Peregrine agrees to comply with the CJIS Security Policy in connection with its access to Customer Data, including CJIS-defined policies for remote access.

2.4. Compliance with Applicable Laws. Each party and its agents shall comply with all laws applicable to the performance or receipt, as applicable, of the Service hereunder.

2.5. Licenses and Permits. Peregrine and its employees, agents, and any subcontractors have, and will maintain at their sole cost and expense, all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. In addition to the foregoing, Peregrine and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from Customer as required by law.

2.6. Nondiscrimination and Equal Opportunity. Peregrine shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, genetic information, marital status, sex, sexual orientation, gender or gender identity, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Peregrine under this Agreement. Peregrine shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Peregrine thereby.

2.7. Suspension. Notwithstanding anything to the contrary in this Agreement, Peregrine may temporarily suspend Customer’s and any User’s access to any portion or all of the Service if: (a) Peregrine reasonably determines that (i) there is a threat or attack on the Service; (ii) Customer’s or any User’s use of the Service disrupts or poses a security risk to the Service or to any other customer or vendor of Peregrine; (iii) Customer, or any User, is using the Service for fraudulent or illegal activities; (iv) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (v) Peregrine’s

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provision of the Service to Customer or any User is prohibited by applicable law; or (vi) any Customer Data submitted, posted, or otherwise transmitted by or on behalf of Customer or an User through the Service may infringe or otherwise violate any third party’s intellectual property or other rights; (b) any vendor of Peregrine has suspended or terminated Peregrine’s access to or use of any Third Party Products required to enable Customer to access the Service; or (c) if Customer fails to pay any undisputed fees when due (any such suspension described in subclauses (a), (b), or (c), a “Service Suspension”). Peregrine shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Service following any Service Suspension. Peregrine shall use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Peregrine will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any User may incur as a result of a Service Suspension.

2.8. Third Party Products. Peregrine may from time to time make Third Party Products available to Customer or Peregrine may allow for certain Third Party Products to be integrated with the Service. For purposes of this Agreement, such Third Party Products are subject to their own terms and conditions. Peregrine is not responsible for the operation of any Third Party Products and makes no representations or warranties of any kind with respect to Third Party Products or their respective providers. If Customer does not agree to abide by the applicable terms for any such Third Party Products, then Customer should not install or use such Third Party Products. By authorizing Peregrine to transmit Customer Data from Third Party Products into the Service, Customer represents and warrants to Peregrine that it has all right, power, and authority to provide such authorization.

2.9. Open Source Components. Certain aspects of the Service, such as the Client-Side Software, may contain or be distributed with open source software code or libraries (“Open Source Components”). Peregrine will provide a list of Open Source Components for a particular version of any distributed portion of the Service, such as the ClientSide Software, on Customer’s request. To the extent required by the license applicable to such Open Source Components: (a) Peregrine will use reasonable efforts to deliver to Customer any notices or other materials (such as source code); and (b) the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of such licenses prohibit any of the restrictions in this Agreement with respect to any particular Open Source Component, such restrictions will not apply to such Open Source Component.

To the extent the terms of such licenses require Peregrine to make an offer to provide source code or related information in connection with the Open Source Component, such offer is hereby made. For purposes of clarity, Open Source Components are Third Party Products.

3. Customer Responsibilities.

3.1. Generally. Customer is responsible for all activities that occur under User accounts. Customer also shall: (a) ensure it has all rights necessary for Peregrine to integrate the Customer Data with the Service; (b) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (c) prevent unauthorized access to, or use of, the Service, and notify Peregrine immediately of any unauthorized access or use; (d)_ensure each User has its own unique account on the Service and that Users do not share their account credentials with one another or any third party; and (e) comply with all applicable laws in using the Service. Customer agrees to provide its Users with the applications necessary to run the Service as set forth in the Documentation.

3.2. Use Restrictions. Customer shall not use the Service for any purposes beyond the scope of access granted under this Agreement. Without limiting the generality of the foregoing, Customer shall not, and shall ensure Users do not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (b) send spam or otherwise duplicative or unsolicited messages via the Service; (c) send or store infringing or unlawful material; (d) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (e) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (f) attempt to gain unauthorized access to the Service or its related systems or networks; (g) copy, modify, or create derivative works based upon the Service or any component thereof; (h) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service or any component thereof; (i) use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other right of any third party or that violates any applicable law; (j)

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access or use the Service for purposes of competitive analysis of Peregrine or the Service, the development, provision, or use of a competing service or product, or any other purpose that is to Peregrine’s detriment or commercial disadvantage; or (k) input, upload, transmit, or otherwise provide to or through the Service any information or materials, including Customer Data, that are unlawful or injurious in any way

3.3. CJIS Requirements. Customer certifies that it and its Users will comply with the following CJIS requirements:
(a) Customer agrees to use training, policy and procedures to ensure Users use proper handling, processing, storing and communication protocols for Customer Data and any Third Party Data; (b) Customer agrees to protect the Service and any Third Party Data by monitoring and auditing staff user activity to ensure that it is only within the purview of system application development, system maintenance and the support roles assigned; (c) Customer will only provide access to the Service and any Third Party Data through Customer-managed role-based access and applied sharing rules configured by Customer; (d) Customer agrees to create and retain activity transaction logs to enable auditing by Peregrine staff, CJIS and any Third Party Data owners; (e) Customer agrees to perform independent employment background screening for its staff at Customer’s own expense; and (f) Customer agrees to reinforce staff policies for creating User accounts with only one Customer domain email address for each User, with exceptions only as granted in writing by Peregrine.

3.4. Operation Restrictions. Under certain circumstances, it may be dangerous to operate a moving vehicle while attempting to operate a laptop, mobile device or other touch screen and any of their applications. Customer agrees that the Users will be instructed to only utilize the interface for the Service at times when it is safe to do so.

Peregrine is not liable for any accident caused by a result of distraction such as from viewing the screen while operating a moving vehicle.

3.5. Customer Logo. Peregrine may use Customer’s name and logo in Peregrine’s lists of customers provided that such use will comply with any standard trademark guidelines provided by Customer to Peregrine.

3.6. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Peregrine by mail, email, telephone, or otherwise, suggesting or recommending changes to the Service, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Peregrine is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback.

4. Fees & Payment.

4.1. Fees. Customer shall pay the fees for the Service as specified in the Order Form and in any SOWs. All fees are non-refundable except to the extent otherwise expressly set forth in this Agreement.

4.2. Payment Terms. Except as set forth on the Order Form, Customer shall pay all fees within thirty (30) days of Peregrine issuing an invoice.

4.3. Taxes. Peregrine’s fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on Peregrine’s income. If Peregrine has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Peregrine with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Proprietary Rights. The “Peregrine Technology “means (a) the Peregrine name, the Peregrine logo, and other trademarks and service marks; (b) audio and visual information, documents, software and other works of authorship, including training materials; (c) other technology included in the Service, including Client-Side Software, graphical user interfaces, workflows, products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information provided by Peregrine under this Agreement; and (d) the work product or other results of Professional Services. Peregrine owns and shall retain all rights in the Peregrine Technology. Other than as expressly set forth in Section 2.1 above, no license or other rights in or to the Peregrine Technology or related intellectual property rights are granted to Customer or Users, and all such licenses and rights are hereby expressly reserved to Peregrine. For clarity, “Peregrine Technology” does not include Customer Data.

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6. Data Access, Sharing and Security.

6.1. Customer Data. Peregrine may access, reproduce, and use Customer Data to provide the Service, including to provide Technical Support, Onboarding and Training Services and any Professional Services. Customer agrees that Peregrine may generate technical logs, data and insights about Customer’s usage of the Service (e.g., frequency of logins) (“Peregrine Insights”) and may use the Customer Data in aggregated and anonymized form that does not individually identify any person or entity, including Customer or its Users (“Aggregated Data”) for Peregrine’s internal business purposes and to operate and improve Peregrine’s proprietary software and services, and that Peregrine shall own the Peregrine Insights and the Aggregated Data. Peregrine shall destroy Peregrine Insights and Aggregated Data on termination of this Agreement. Peregrine may choose to terminate the provision of any Customer Data via the Service if the provision of such data may be harmful to the Service, as determined by Peregrine in its reasonable discretion.

6.2. CJIS Security Policy. Peregrine has implemented procedures to allow for adherence to the CJIS Security Policy. The hosting facility for the Service uses access control technologies that meet or exceed CJIS requirements.

In addition, Peregrine has installed and configured solid network intrusion prevention appliances for adherence to the CJIS Security Policy.

6.3. Third Party Data. Any Third Party Data that Peregrine may provide via the Service is governed by the third party owner’s retention policy. Peregrine does not provide any warranties with respect to any Third Party Data and Peregrine may choose to terminate the provision of any Third Party Data via the Service if Peregrine’s applicable rights to such Third Party Data terminate or the provision of such data may be harmful to the Service, as determined by Peregrine in its reasonable discretion.

6.4. Processing of Personal Information. Peregrine’s rights and obligations with respect to Personal information it collects directly from individuals are set forth in Peregrine’s Privacy Policy <https://peregrine.io/privacy-policy/>.

Personal Information included within Customer Data and processed by Peregrine on behalf of Customer is governed by this Agreement.

6.5. Sensitive Information; Marking Requirements. To the extent Customer provides Customer Data that Customer considers to be sensitive, proprietary, restricted, or otherwise requiring sensitive treatment (“Sensitive Information”), Customer is solely responsible for providing appropriate markings to designate the applicable Customer Data as Sensitive Information. Customer shall provide Peregrine with documentation and/or instructions in writing with sufficient detail for Peregrine to identify and distinguish content that is Sensitive Information within other provided Customer Data. Customer shall (a) mark Sensitive Information on its face, (b) make the appropriate designations for Sensitive Information in document metadata, (c) provide Peregrine with a table or other list of Sensitive Information that contains sufficient detail to identify the Sensitive Information; or (d) identify Sensitive Information to Peregrine in some other mutually agreed upon method. Peregrine shall not be responsible for failure to designate Sensitive Information with specific access control status based on Customer failure to provide sufficient information to identify Sensitive Information.

7. Confidentiality.

7.1. Definition of Confidential Information. The term “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed 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, including Customer Data, any Third Party Data, the Service, the Documentation, the Peregrine Technology, business and marketing plans, technology and technical information, product designs, and business processes.

7.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party except to perform its obligations or exercise its rights under this Agreement, except with the Disclosing Party’s prior written permission on a case-by-case basis. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event with less than reasonable care. If the Receiving Party is compelled by law or a government authority to disclose Confidential Information of the Disclosing Party, it shall

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provide the Disclosing Party with prior notice of such compelled disclosure (to the extent practicable and legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

7.3. Exceptions. The parties’ obligations in Section 7.2 shall not apply to any information that: (a) is or becomes publicly available 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the Disclosing Party.

7.4. Public Records Acts. Peregrine acknowledges that Customer is a public entity and may be governed by applicable laws, rules, or regulations relating to public records (each a “Public Records Act”). Nothing in this Section 7 shall prevent Customer from disclosing Confidential Information for purposes of complying with an applicable Public Records Act to the extent legally required.

7.5. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 7, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that such unauthorized disclosure or use may cause irreparable harm to the Disclosing Party for which any other available remedies are inadequate.

8. Warranties & Disclaimers.

8.1. Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Peregrine represents and warrants that (i) it will provide the Service in a professional manner consistent with the standards observed by a competent practitioner of the profession in which Peregrine is engaged, and (ii) the Service will perform in accordance with and otherwise substantially conform to its associated documentation.

8.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, PEREGRINE MAKES NO WARRANTY OF ANY

KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE, THE PEREGRINE

TECHNOLOGY, ANY THIRD PARTY DATA AND ANY OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT. PEREGRINE HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY

OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Indemnification.

9.1. Indemnification by Peregrine. Peregrine shall at its expense shall defend Customer and its officers, directors, officials, agents, volunteers and employees (“Customer Indemnified Parties”) against any claim made or brought against any Customer Indemnified Party by a third party alleging that the Service as provided to Customer and when used in accordance with this Agreement infringes any intellectual property rights of a third party (each, a “Customer Claim”), and shall indemnify and hold Customer Indemnified Parties harmless from and against any and all liability, loss, damage, claims, expenses, and costs, including without limitation, attorney’s fees, awarded by a court or agreed to by Peregrine in a settlement with respect to such Customer Claim; provided, that Customer (a) promptly gives written notice of the Customer Claim to Peregrine; (b) gives Peregrine sole control of the defense and settlement of the Customer Claim (provided that Peregrine may not agree to any settlement that imposes any liability or obligation on Customer without Customer’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed); and (c) provides to Peregrine, at Peregrine’s cost, all reasonable assistance in the defense and settlement of the Customer Claim. Peregrine shall have no obligation under this Section 9.1 or otherwise regarding claims that arise from or relate to (i) Customer’s use of the Service other than as contemplated by this Agreement, (ii) any modifications to the Service made by any entity other than Peregrine (where the liability would not have arisen but for such modification), (iii) any combination of the Service with services or technologies not provided by Peregrine (where the liability would not have arisen but for such combination), (iv) Customer’s use of the Service or portion thereof after Peregrine has terminated this Agreement or such portion of the Service in accordance with this Section 9.1, or (v) Third Party Products. If in Peregrine’s opinion a Customer Claim is likely to be made, or if an existing Customer Claim may cause Peregrine liability, Peregrine may in its discretion (x) obtain a

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license to enable Customer to continue to use the potentially infringing portion of the Service, (y) modify the Service to avoid the potential infringement, or (z) if the foregoing cannot be achieved after using reasonable commercial efforts, terminate the Agreement or the license to the infringing portion of the Service and refund the amount of any pre-paid fees applicable to the portion of the terminated Services to be provided after the termination date.

9.2. Indemnification by Customer. To the extent permitted by applicable law, Customer shall at its expense defend Peregrine and its officers, directors, officials, agents, volunteers and employees (“Peregrine Indemnified Parties”) against any claim made or brought against any Peregrine Indemnified Party by a third party based on: (a) Customer’s or any User’s negligence, gross negligence, fraud, or willful misconduct; (b) Customer’s or any User’s use of the Service in a manner not authorized by this Agreement; or (c) Customer Data or Peregrine’s authorized use of such Customer Data (each, a “Peregrine Claim”), and shall indemnify and hold Peregrine Indemnified Parties harmless from and against any and all liability, loss, damage, claims, expenses, and costs, including without limitation, attorney’s fees, awarded by a court or agreed to by Customer in a settlement with respect to such Peregrine Claim; provided, that Peregrine (i) promptly gives written notice of the Peregrine Claim to Customer; (ii) gives Customer sole control of the defense and settlement of the Peregrine Claim (provided that Customer may not agree to any settlement that imposes any liability or obligation on Peregrine without Peregrine’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed); and (iii) provides to Customer, at Customer’s cost, all reasonable assistance in the defense and settlement of the Peregrine Claim.

9.3. Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PEREGRINE’S SOLE

LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS BY THIRD PARTIES RELATING TO THE SERVICE OR ITS USE.

10. Limitation of Liability.

10.1. Exclusion of Consequential and Related Damages. EXCEPT FOR A PARTY’S BREACH OF SECTION 7, A PARTY’S INDEMNIFICATION AND DEFENSE OBLIGATIONS IN SECTION 9, OR A PARTY’S GROSS NEGLIGENCE, FRAUD,

OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY

LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT,

SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND,

WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

10.2. Liability Cap. IN NO EVENT SHALL PEREGRINE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO

THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED PEREGRINE’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT.

11. Term & Termination.

11.1. Term of Agreement. This Agreement commences on the Effective Date and continues for the duration of the term set forth on the Order Form (“Term”), unless earlier terminated in accordance with the Order Form or Section 11.2

11.2. Termination. A party may terminate this Agreement with or without cause upon thirty (30) days written notice. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Peregrine prior to the effective date of termination.

11.3. Data. Upon expiration or termination of this Agreement, Peregrine shall have no obligation to maintain or provide any Customer Data or Third Party Data. Unless legally prohibited, Peregrine shall delete all Customer Data in its systems or otherwise in its possession or under its control. Notwithstanding the foregoing or any other provision of this Agreement, Peregrine may use in perpetuity any Aggregated Data.

11.4. Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 4, 5,

6.1, 6.3, 7, 8, 9, 10, 11.3, 11.4, and 12.

12. General Provisions.

May 21, 2025
10 Proprietary and Confidential

12.1. Insurance. Peregrine shall maintain the insurance coverages described on Appendix A: Insurance.

12.2. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement.

At all times during the term of this Agreement, Peregrine shall be an independent contractor and shall not be an employee of Customer. Except as Customer may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of Customer in any capacity whatsoever as an agent. Peregrine shall have no authority, express or implied, pursuant to this Agreement to bind Customer to any obligation whatsoever.

12.3. Peregrine’s Books and Records. To the extent required by applicable laws, rules, or regulations, Peregrine shall maintain any and all records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Customer under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to Peregrine to this Agreement. All such records shall be maintained in accordance with generally accepted standards and shall be made available for inspection, audit, and/or copying during regular business hours, upon written request of the Customer.

12.4. Force Majeure. Neither party shall be liable by reason of any failure or delay in performance of its obligations under this Agreement (except for the payment of money) on account of events beyond the reasonable control of such party, which may include Internet denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and material shortages (each, a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the nonperforming party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

12.5. Federal Government. Any use, copy or disclosure of the Service by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a) and 227.7202-3(a)(1995), DFARS 252.227-7013(c)(1)(ii)(October 1998), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227(ALT III), as applicable.

12.6. Additional Government Terms. Peregrine acknowledges that Customer may be a public entity and, accordingly, certain additional laws, rules, and regulations may take precedence over the terms and conditions of this Agreement (the “Additional Government Terms”). The Additional Government Terms, if any, are attached hereto as Error! Reference source not found., and will govern to the extent of any conflict with any other term of this Agreement.

12.7. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon:
(a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by confirmed facsimile; or (d) after confirmed receipt of an email. Notices to Peregrine shall be addressed to the attention of Nick Noone, CEO, Peregrine Technologies, [email protected], with a copy to [email protected]. Notices to Customer are to be addressed to the individual identified in the Order Form.

12.8. Waiver; Cumulative Remedies Severability. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

12.9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, Peregrine may assign this Agreement, together with all rights and obligations hereunder, without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets that relate to this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

May 21, 2025
11 Proprietary and Confidential

12.10. Governing Law. This Agreement shall be governed by the laws of California. The state courts located in Stanislaus County, CA or in the United States District Court for the Eastern District of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts provided that nothing in this Section 12.10 prohibits either party from seeking or obtaining in any jurisdiction injunctive or similar relief in connection with the enforcement of this Agreement.

12.11. Construction. The division of this Agreement into Sections and the insertion of captions and headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms “this Agreement,” “hereof,” “hereunder” and any similar expressions refer to this Agreement and not to any particular Section or other portion hereof. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation” and “discretion” means sole discretion

12.12. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding the Order Form) shall be incorporated into or form any part of this Agreement, and all such terms or conditions are hereby rejected and shall be null and void.

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12 Proprietary and Confidential
Appendix A: Insurance
Peregrine, at its own cost and expense, shall procure the types and amounts of insurance specified herein and maintain that insurance throughout the term of the Agreement. The cost of such insurance shall be included in the Peregrine’s bid or proposal. Peregrine shall be fully responsible for the acts and omissions of its subcontractors or other agents.

Commercial General and Automobile Liability Insurance
General requirements. Peregrine, at its own cost and expense, shall maintain commercial general liability and automobile liability insurance for the term of this Agreement in an amount not less than $2,000,000 per occurrence and $4,000,000 general aggregate, and $2,000,000 products and completed operations aggregate combined single limit coverage for risks associated with the work contemplated by this Agreement.

Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition) covering any auto (Code 1), or if Peregrine has no owned autos, hired (code 8) and non-owned autos (Code 9). No endorsement shall be attached limiting the coverage.

Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. The Commercial General and Automobile Liability Insurance shall cover on an occurrence basis. b. Customer, its officers, officials, employees, agents, and volunteers shall be covered as additional insureds for liability arising out of work or operations on behalf of the Peregrine, including materials, parts, or equipment furnished in connection with such work or operations; or automobiles owned, leased, hired, or borrowed by the Peregrine. Coverage can be provided in the form of an endorsement to the Peregrine’s insurance at least as broad as CG 20 10 11 85, or both CG 20 10 10 01 and CG 20 37 10 01. c. For any claims related to this Agreement or the work hereunder, the Peregrine’s insurance covered shall allow and be endorsed primary insurance as respects the Customer, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the Customer, its officers, officials, employees, agents or volunteers shall be excess of the Peregrine’s insurance and non-contributing. d. The policy shall cover inter-insured suits and include a “separation of Insureds” or “severability” clause which treats each insured separately.
e. Peregrine agrees to give at least 30 days prior written notice to Customer before coverage is canceled or modified as to scope or amount.

Workers’ Compensation
Peregrine shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance in the amount of $1,000,000 each accident or disease for any and all persons employed directly or indirectly by Peregrine in the amount required by applicable law. The requirement to maintain Statutory Workers’ Compensation and Employer’s Liability Insurance may be waived by the Customer upon written verification that Peregrine is a sole proprietor and does not have any employees and will not have any employees during the term of this Agreement.

Professional Liability Insurance.

General requirements. Peregrine, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000 per occurrence and in the aggregate or claim covering the Peregrine’s errors and omissions.

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Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work.
c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Peregrine must purchase an extended period coverage for a minimum of five (5) years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the Customer for review prior to the commencement of any work under this Agreement.

Cyber Liability Insurance
Peregrine, at its own cost and expense, shall maintain Cyber Liability Insurance with coverage that includes infringement of intellectual property, including infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information or personally identifiable information (PII), alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties, and credit monitoring expenses with $2,000,000 limits shared with Errors & Omissions. Coverage shall insure against professional errors and omissions that may result from providing technology services and products. Policy retroactive date: Full Prior Acts, whereas the policy inception date, continuity date, or retroactive date must be before the effective date of the start of work/services, and Peregrine agrees to maintain continuous coverage through a period no less than five (5) years after completion of the work/services.

All Policies Requirements.

Submittal Requirements. Peregrine shall submit the following to Customer prior to beginning services:

Certificate of Liability Insurance in the amounts specified in this Agreement; and Policy Endorsements as required for the General Commercial, Automobile Liability, and Workers’ Compensation Polices. Such Certificates and Endorsements shall be kept current for the Term of the Agreement and Peregrine 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 Professional Acceptability of Insurers. All insurance required by this Agreement is to be placed with insurers with a Bests' rating of no less than A:VII.

Deductibles and Self-Insured Retentions. Insurance obtained by the Peregrine shall have a self-insured retention or deductible of no more than $100,000. Peregrine shall be solely responsible for the payment of deductibles or selfinsured retentions.

Wasting Policies. No policy required herein shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense).

Waiver of Subrogation. Peregrine hereby agrees to waive subrogation which any insurer or contractor may require from Peregrine by virtue of the payment of any loss. Peregrine agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the Customer has received a waiver of subrogation endorsement from the insurer.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the Customer for all work performed by the Peregrine, its employees, agents, and subcontractors.

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14 Proprietary and Confidential
Subcontractors. Peregrine 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, and Peregrine shall ensure that Customer, its officers, officials, employees, agents, and volunteers are covered as additional insured on all coverages.

Excess Insurance. If Peregrine maintains higher insurance limits than the minimums specified herein, Customer shall be entitled to coverage for the higher limits maintained by the Peregrine.

Remedies. In addition to any other remedies Customer may have if Peregrine fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Customer may, at its sole option, order Peregrine to stop work under this Agreement and withhold any payment that becomes due to Peregrine hereunder until Peregrine demonstrates compliance with the requirements hereof, or terminate this Agreement.

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15 Proprietary and Confidential
Appendix B: Provisions for California Public Entities
Compliance with Applicable California Laws. Peregrine shall, to the extent required by the California Labor Code, pay not less than the latest prevailing wage rates as determined by the California Department of Industrial Relations.

California Public Records Act. Peregrine acknowledges that Customer is a public entity governed by the California Public Records Act and that nothing in this Agreement shall prevent Customer from disclosing Confidential Information for purposes of complying with the California Public Records Act.

PERS Indemnification by Peregrine. In the event that Peregrine or any employee, agent, or subcontractor of Peregrine providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (“PERS”) to be eligible for enrollment in PERS as an employee of Customer, at Peregrine shall indemnify, defend, and hold harmless Customer for the payment of any employee and/or employer contributions for PERS benefits on behalf of Peregrine or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of Customer.

Political Reform Act Conflicts. Peregrine may serve other clients, but none whose activities within the corporate limits of Customer or whose business, regardless of location, would place Peregrine in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. No officer or employee of Customer shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.

California State Auditor Requirements. Pursuant to Government Code Section 8546.7, the Agreement may be subject to the examination and audit of the State Auditor for a period of 3 years after final payment under the Agreement.

City Council Staff Report
August 12, 2025
From: Adrienne Werner, Development Services Director
Prepared by: Jennifer Figueroa, Housing Program Manager Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Resolution: Approving an agreement with Cloudburst Consulting Group, Inc., to assist the City with developing policies and procedures for the HOME Investment Partnerships American Rescue Plan (HOME-ARP) program in the amount of $48,058 to be paid from Fund 259 “HOME-ARP” account 259-41-499.43060_000 “Contract Services General” and authorizing the Interim City Manager to sign all necessary documents.

2. DISCUSSION OF ISSUE:

In 2021, Congress passed the American Rescue Plan Act which provides $5 billion to communities across the country to address the impacts of the COVID-19 pandemic on the economy, public health, governments, individuals, and businesses. This one-time funding is administered through the U.S. Department of Housing and Urban Development (HUD) HOME Investment Partnerships Program and is referred to as HOME-ARP. As a HOME grantee, the Turlock/Stanislaus County Consortium (Consortium) received $5,323,420 to be administered by the City of Turlock (City), as the City was the lead of the Consortium at the time the funding was allocated.

To be eligible to receive HOME-ARP funds, the Consortium developed and submitted an Allocation Plan outlining the intended use of funds to HUD by the March 31, 2023, deadline. The table below shows the plan’s proposed allocation of HOME-ARP funds to the eligible activities:

HUD requires jurisdictions to have program policies and procedures prior to administering

Agenda Staff Report
8/12/2025
programs. As this is one-time funding, the City does not currently have the appropriate policies and procedures.

The City has successfully utilized Cloudburst Consulting Group, Inc. in the past to develop various Housing Division policies and procedures, as well as develop the HOME-ARP Allocation Plan. With 20 years of experience, Cloudburst Consulting Group, Inc. is a leading HUD technical assistance provider and has worked with numerous states and local communities to create strategic HOME-ARP allocation plans, train staff and support program and project implementation.

Staff anticipate bringing the policies and procedures to the City Council for approval in March 2026. Once policies and procedures have been adopted, staff will move forward with a Notice of Funding Availability (NOFA) to solicit proposals for the HOME-ARP funds.

3. BASIS OF RECOMMENDATION:

The City of Turlock has an approved HOME-ARP allocation plan and needs HOME-ARP policies and procedures in order to implement the programs and projects. As Cloudburst Consulting Group, Inc is a leading HUD technical assistance provider intimately involved with developing HOME-ARP tools and products to support program implementation, staff recommend approval of a professional services agreement with Cloudburst.

4. FISCAL IMPACT / BUDGET AMENDMENT:

Total cost of agreement is $48,058 to be paid from Fund 259 “HOME-ARP” account 259-41- 499.43060_000 “Contract Services General". The Fiscal Year 2025-2026 budget has adequate funds for this agreement.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

The proposed action involves development and adoption of internal policies and procedures. Pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15378(b)(2), this activity is not a “project” subject to CEQA, as it constitutes the continuation of an administrative or organizational activity that will not result in a direct or reasonably foreseeable indirect physical change in the environment. Therefore, CEQA does not apply, and not further environmental review is required.

8. ALTERNATIVES:

A. City Council could deny approving a personal service agreement with Cloudburst Consulting Group, Inc. This is not recommended as this would require staff to release a request for proposal (RFP) which would extend the time to put policies and procedures in place, thus, extending the timeline for projects to begin.

Agenda Staff Report
8/12/2025

9. ATTACHMENTS:

1. Cloudburst Agreement Resolution

2. Professional Services Agreement-Cloudburst HOME ARP P&P

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
IN THE MATTER OF APPROVING AN }
AGREEMENT WITH CLOUDBURST CONSULTING} RESOLUTION NO. 2025- GROUP, INC., TO ASSIST THE CITY WITH }
DEVELOPING POLICIES AND PROCEDURES }
FOR THE HOME INVESTMENT PARTNERSHIPS }
AMERICAN RESCUE PLAN (HOME-ARP) }
PROGRAM IN THE AMOUNT OF $48,058 TO BE }
PAID FROM FUND 259 “HOME-ARP” ACCOUNT }
259-41-43060_000 “CONTRACT SERVICES }
GENERAL” AND AUTHORIZING THE INTERIM }
CITY MANAGER TO SIGN ALL NECESSARY }
DOCUMENTS. }
}

WHEREAS, in 2021, Congress passed the American Rescue Plan Act and as a HOME grantee, the HOME Consortium received $5,323,420 in HOME-ARP funds; and WHEREAS, to receive the funds, the Turlock/Stanislaus County HOME Consortium developed and submitted a HOME-ARP Allocation Plan to the U.S.

Department of Housing and Urban Development (HUD); and
WHEREAS, HUD requires jurisdictions to have program policies and procedures prior to administering programs; and
WHEREAS, as this is a one-time funding source, the Housing Program Services Division does not currently have HOME-ARP policies and procedures; and WHEREAS, Cloudburst Consulting Group, Inc is a HUD leading technical assistance provider and has worked with numerous state and local communities to create strategic HOME-ARP allocation Plans, train staff and support program and project implementation and the Housing Program Services Division would like to enter into a professional services agreement to develop HOME-ARP policies and procedures; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby adopt a resolution approving an agreement with Cloudburst Consulting Group, Inc., to assist the city with developing policies and procedures for the HOME Investment Partnerships American Rescue Plan (HOME-ARP) program in the amount of $48,058 to be paid from Fund 259 “HOME-ARP” account 259-41-43060_000 “Contract Services General” and authorizing the Interim City Manager to sign all necessary documents.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 12th day of August, 2025, by the following vote:

Resolution No. 2025-

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

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

CITY CONTRACT NO. 2026-034 1
{PLA2023}
05/27/2025

AGREEMENT BETWEEN THE CITY OF TURLOCK
and
Cloudburst Consulting Group, Inc.
for

PROFESSIONAL SERVICES
City Project No. 2026-034
THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is entered into by and between the CITY OF TURLOCK, a California municipal corporation (“City”), and Cloudburst Consulting Group, Inc., a Maryland S-Corporation (“Professional”), on this 12th day of August 2025 (the “Effective Date”). City and Professional may be collectively referred to herein as the “Parties” or individually as “Party.” There are no other parties to this Agreement.

RECITALS
A. City seeks to hire an independent contractor to perform professional services to assist City with the process of developing policies and procedures for the HOME Investment Partnerships American Rescue Plan (HOME-ARP) program (the “Project”).

B. Professional has made a proposal to City to provide such professional services. A description of the services Professional proposes to provide is included in the Scope of Services in Exhibit A attached hereto and incorporated herein by reference (“Services”). City desires to retain Professional to perform the Services, subject to the terms and conditions set forth in this Agreement.

C. The Parties have outlined the schedule or timeline for providing the Services (“Completion Schedule”), which shall be included in the Scope of Services in Exhibit A.

D. The Parties have outlined the rates and method of payment to Professional for its performance of the Services under this Agreement (“Compensation Schedule”), which shall be included in the Scope of Services in Exhibit A.

NOW, THEREFORE, in consideration of the promises and covenants set forth below, the Parties agree as follows:

CITY CONTRACT NO. 2026-034 2
{PLA2023}
05/27/2025

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 53 of this Agreement, Sections 1 through 53 shall prevail.

2. Term. The term of this Agreement shall be one (1) year and will commence on the Effective Date and terminate on the 12th day of August, 2026 (“Term”) unless the Parties mutually agree in writing to terminate the Agreement earlier or extend the Term pursuant to this Agreement.

3. Extension of Agreement. City may elect to extend this Agreement for one (1) additional one (1) year term, on the same terms and conditions, upon issuing an “Election to Extend Agreement” letter executed by the City Manager and Professional thirty (30) days prior to the expiration of this Agreement.

4. Effective Date. This Agreement shall only become effective once all of the Parties have executed the Agreement (the “Effective Date”).

5. Work.

5.1. Services. Subject to the terms and conditions set forth in this Agreement, Professional shall provide City the Services described in Exhibit A. Any request for Services not included in Exhibit A will be considered a request for additional or modified Services (“Modification” or “Modifications”). Professional shall not receive additional compensation for any Modification of the Services unless the Parties agree otherwise in a writing executed by both Parties.

5.2. City Requested Modification of Services. City may, by written order, authorize Modifications to the Services described in Exhibit A. If such Modifications cause an increase in the cost or time required for performance of Professional’s Services, the Parties shall enter into a written amendment to this Agreement to adjust the Services and the compensation to be paid to Professional and, if necessary, amend the Completion Schedule or Compensation Schedule. The Services, Completion Schedule, or Compensation Schedule shall not be revised unless City and Professional mutually agree to a written amendment to this Agreement reflecting such revisions, additional compensation, time for performance or such other terms or conditions mutually agreed upon by the Parties.

5.3. Professional Requested Modification in Services. Professional shall not be compensated for work outside the Services described in this Agreement, unless, prior to the commencement of the Services:
(a) Professional provides City with written notice that specific work requested by City or required to complete the Project is outside the agreed upon Services. Such notice shall:

CITY CONTRACT NO. 2026-034 3
{PLA2023}
05/27/2025
(1) be supported by substantial evidence that the work is outside the Services; (2) set forth the Professional’s proposed course of action for completing the work and a specific request for City to approve the Modification to the Services; (3) set forth the Professional’s proposed revisions, if any, to the Completion Schedule; and (4) set forth the Professional’s proposed revisions, if any, to the Compensation Schedule; and
(b) City agrees that the work requires a Modification;
(c) City approves all adjustments, if any, to the Completion Schedule and Compensation Schedule; and
(d) The Parties execute a written amendment to this Agreement describing any Modification, together with any adjustment in the Completion Schedule and Compensation Schedule for Professional’s work.

6. Compensation.

6.1. Amount, Time and Manner of Payment for Professional Services. City shall pay Professional according to the rates and timing set forth in the Compensation Schedule. On each anniversary date of the Effective Date, Professional will be allowed to increase prices with thirty (30) days’ written notice to City. Increases may not exceed increases in the San FranciscoOakland Consumer Price Index for all urban consumers or percentage increases in Professional’s published prices, whichever is lower. In all cases, City may cancel this Agreement if a requested price increase is not acceptable. City’s total compensation to Professional shall not exceed FortyEight Thousand Fifty-Eight and No/100ths Dollars ($48,058) (“Maximum Payment”), unless the Parties mutually agree in writing otherwise.

6.2. Deposit. Intentionally Omitted

6.3. Subsequent Payments. City shall make payments in the amount invoiced by Professional within thirty (30) calendar days of receiving such invoice. In the event that an amount of an invoice is in dispute, City shall inform Professional of the amount and basis for the dispute and may withhold the amount which is in dispute until the dispute has been resolved.

6.4. Invoices. Professional shall provide City with invoices sufficiently evidencing Professional’s expenses and completion of the Services. All invoices furnished to City by Professional shall be in a form approved by City. The payments specified shall be the only payments made to Professional for performance of the Services, including compensation for any Modification. Professional shall submit all billings for Services to City within forty-five (45) days of the performance of such Services. City shall issue payment according to City’s customary procedures and practices for issuing payments to independent contractors.

7. Notice to Proceed. Professional shall not commence the performance of the Services

CITY CONTRACT NO. 2026-034 4
{PLA2023}
05/27/2025
until it has been given notice by City (“Notice to Proceed”).

8. Time of Performance. Professional warrants that it will commence performance of the Services within Thirty (30) calendar days of the date the agreement was executed and shall conform to the Completion Schedule. The time of performance is a material term of this Agreement relied on by City in entering into this Agreement.

9. City Assistance to Professional. {Intentionally Omitted}

10. Time and Personnel Devoted to Services. Professional shall devote such time and personnel to the performance of this Agreement, as is necessary to perform the Services in compliance with the Completion Schedule, Compensation Schedule, and this Agreement.

11. Performance by Qualified Personnel; No Subcontracting. Services under this Agreement shall be performed only by competent personnel under the supervision and direct employment of Professional. Professional will conform with City’s reasonable requests regarding assignment of personnel, but all personnel, including those assigned at City’s request, shall be supervised by Professional. Professional is prohibited from subcontracting this Agreement or any part of it unless such subcontracting is expressly approved by City in writing. Neither Party shall, on the basis of this Agreement, contract on behalf of, or in the name of the other Party. An agreement made in violation of this provision shall confer no rights on any Party and shall be null and void.

12. Representations of Professional. City relies upon the following representations by Professional in entering into this Agreement:

12.1. Qualifications. Professional represents that it is qualified to perform the Services provided in Exhibit A and that it possesses the necessary licenses and permits required to perform the Services or will obtain such licenses or permits prior to the time such licenses or permits are required. Professional shall also ensure that all subcontractors are similarly licensed and qualified.

Professional and all subcontractors shall also obtain a business license from City before they commence performance of the Services. Professional represents and warrants to City that Professional shall, at Professional's sole cost and expense, keep in effect or obtain at all times during the Term of this Agreement, any licenses, permits, and approvals which are legally required for Professional to practice Professional's profession at the time the Services are rendered.

12.2. Professional Performance. Professional represents that all Services under this Agreement shall be performed in a professional manner and shall conform to the customs and standards of practice observed on similar, successfully completed projects by specialists in the Services to be provided. Professional shall adhere to accepted professional standards as set forth by relevant professional associations and shall perform all Services required under this Agreement in a manner consistent with generally accepted professional customs, procedures and standards for such Services. All work or products completed by Professional shall be completed using the best practices available for the profession. Professional agrees that, if a Service is not so performed, in addition to all of its obligations under this Agreement and at law, Professional shall re-perform or replace unsatisfactory Service at no additional expense to City.

CITY CONTRACT NO. 2026-034 5
{PLA2023}
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12.3. No Waiver of Claims. The granting of any progress payment by City, or the receipt thereof by Professional, or any inspection, review, approval or oral statement by any representative of City, or state certification shall not, in any way, waive, limit, or replace any certification or approval procedures normally required or lessen the liability of Professional to re-perform or replace unsatisfactory Service, including, but not limited to, cases where the unsatisfactory character of such Service may not have been apparent or detected at the time of such payment, inspection, review or approval.

12.4. City’s Remedies are Cumulative. Nothing in this Section shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which City or Professional may have under this Agreement or any applicable law. All rights and remedies of City, whether under this Agreement or applicable law, shall be cumulative.

12.5. No Conflict of Interest. Professional represents that no conflict of interest will be created under state or federal law by entering into or in carrying out this Agreement.

13. Conformity with Law and Safety. Professional shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal and local governing bodies having jurisdiction over any or all of the scope of Services, including all provisions of the Occupational Safety and Health Act of 1979 as amended, all California Occupational Safety and Health Regulations, the California Building Code, the Americans with Disabilities Act, any copyright, patent, or trademark law, and all other applicable federal, state, municipal and local safety regulations, appropriate trade association safety standards, and appropriate equipment manufacturer instructions. All Services performed by Professional must be in accordance with these laws, ordinances, codes and regulations.

Professional’s failure to comply with any laws, ordinances, codes, or regulations applicable to the performance of the Services hereunder shall constitute a breach of contract. In cases where standards conflict, the standard providing the highest degree of protection shall prevail.

If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Agreement, Professional shall immediately notify City's risk manager by telephone. If any accident occurs in connection with this Agreement, Professional shall promptly submit a written report to City, in such form as City may require. This report shall include the following information: (a) name and address of the injured or deceased person(s); (b) name and address of Professional's subcontractor, if any; (c) name and address of Professional's liability insurance carrier; and (d) a detailed description of the accident, including whether any of City's equipment, tools or materials were involved.

If a release of a hazardous material, substance, or waste occurs in connection with the performance of this Agreement, Professional shall immediately notify City. Professional shall not store hazardous materials or hazardous waste within City limits without a proper permit from City.

14. Contact by Professional with Project Owner or Project Applicant. Unless otherwise set forth in the Services, neither Professional nor Professional's subcontractors shall directly contact the owner of the property involved in the Project or any party who is the applicant for the

CITY CONTRACT NO. 2026-034 6
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Project (“Interested Party”), or an employee or contractor of an Interested Party, on any matter relating to the Project without the prior consent of the Contract Administrator. In no event shall Professional take any instructions or directions from an Interested Party on any matter pertaining to the Professional's Services to be performed for City under this Agreement.

15. Confidentiality. Professional understands and agrees that, in the performance of Services under this Agreement or in the contemplation thereof, Professional may have access to private or confidential information that may be owned or controlled by City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City (“Confidential Information”).

Professional shall not, either during or after the Term, disclose to any third party any Confidential Information without the prior written consent of City. If City gives Professional written authorization to make any such disclosure, Professional shall do so only within the limits and to the extent of that authorization. Professional may be directed or advised by the City Attorney on various matters relating to the performance of the Services on the Project or on other matters pertaining to the Project and, in such event, Professional agrees that it will treat all communications between itself, its employees and its subcontractors as being communications which are within the attorney-client privilege.

Notwithstanding the foregoing, Professional may disclose Confidential Information required to be disclosed under law, provided that, prior to disclosure, Professional shall first give notice to City and make a reasonable effort to obtain a protective order requiring that City’s Confidential Information not be disclosed. This exception is limited to the extent disclosure is required under law.

16. Excusable Delays; Notice to Other Party of Delay. Professional 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 Professional. Force Majeure does not include: (a) Professional’s financial inability to perform; (b) Professional’s failure to obtain any necessary permits or licenses from other governmental agencies; or (c) Professional’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 Professional.

17. Assignment Prohibited. No Party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempt or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect.

18. Suspension of Services by City. City reserves the right to suspend Professional's Services under this Agreement when City determines that it is necessary to do so. When possible, City shall give Professional notice of such suspension and Professional shall, upon receipt of said notice, suspend all Services except any Services, the completion of which is authorized by the notice given by City. If the Services are suspended by City for more than sixty (60) consecutive days, for reasons other than the fault of the Professional, the Professional shall be compensated for Services

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{PLA2023}
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performed prior to notice of such suspension. When the Project is resumed, the Professional's compensation shall be equitably adjusted by City to provide for expenses incurred by the interruption of the Services. In this regard, Professional shall furnish to City such financial information that, in the judgment of the City Manager, is necessary to determine the reasonable value of the Services rendered by Professional during the period when Services were suspended.

If the Parties are unable to agree upon the amount of extra compensation which is due to Professional within thirty (30) days of Professional resuming Services, the amount of such additional compensation, if any, that is required to appropriately compensate the Professional for its expenses incurred by the interruption of Services may, upon the request of either Party, be determined by arbitration conducted in accordance with the “Arbitration of Disputes” section of this Agreement. Such arbitration shall be commenced by the Professional no later than sixty (60) calendar days following the event which entitles the Parties to pursue arbitration unless the Parties agree in writing to an extended time period for commencement of arbitration. Unless otherwise agreed in writing, all Parties shall carry on the Services and perform their duties during any arbitration proceedings, and City shall continue to make payments for the Services in progress as required by this Agreement.

19. Ownership of Work Product. Any and all work, artwork, copy, posters, billboards, photographs, videotapes, audiotapes, systems designs, software, reports, designs, specifications, drawings, diagrams, surveys, source codes, professional or technical information or data, photographs, notes, letters, emails or any original works of authorship created by Professional or its subcontractors or subcontractors in connection with Services performed under this Agreement (“Products”) shall be works for hire as defined under Title 17 of the United States Code, and all copyrights in such works are the property of City. In the event it is ever determined that any Product created by Professional or its subcontractors, or subcontractors under this Agreement, are not works for hire under U.S. law, Professional hereby assigns all copyrights to such Products to City. With the prior written approval of City's point of contact for the Project, Professional may retain and use copies of such Products for reference and as documentation of its experience and capabilities.

All Products shall become the property of City irrespective of where located or stored, and Professional agrees to deliver all such documents and information to City, without charge and in whatever form it exists, on the completion of the Professional's Services hereunder. Professional shall have no ownership interest in such Products.

All work product of Professional under this Agreement, including written information which City will cause to be distributed for either internal or public circulation, including both preliminary and final drafts, shall be delivered to City in both printed and electronic form, or as may be specified in Exhibit A.

When this Agreement is terminated, Professional agrees to return to City all documents, drawings, photographs and other written or graphic material, however produced, that it received from City, its contractors or agents, in connection with the performance of its Services under this Agreement. All materials shall be returned in the same condition as received.

CITY CONTRACT NO. 2026-034 8
{PLA2023}
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20. Termination of Work by City for Its Convenience. City shall have the right to terminate this Agreement at any time for its convenience by giving notice of such termination to Professional.

In the event City shall give such notice of termination, Professional shall cease rendering Services upon receipt of said notice given as required in this Agreement. If City terminates this Agreement:
(a) Professional shall deliver copies of all Products prepared by it pursuant to this Agreement.
(b) If City terminates this Agreement for convenience before City issues the Notice to Proceed to Professional or before Professional commences any Services hereunder, whichever last occurs, City shall not be obligated to make any payment to Professional. If City terminates this Agreement after City has issued the Notice to Proceed to Professional and after Professional has commenced performance under this Agreement, City shall pay Professional the reasonable value of the Services rendered by Professional pursuant to this Agreement prior to termination of this Agreement. City shall not in any manner be liable for Professional's actual or projected lost profits had Professional completed the Services. Professional shall furnish to City such financial information that, in the judgment of the City Manager, is necessary to determine the reasonable value of the Services rendered by Professional prior to termination. In the event of a dispute as to the reasonable value of the Services rendered by Professional prior to termination and the Parties are unable to agree upon said amount within sixty (60) calendar days following the date of the notice of termination by City, such dispute may, upon the request of either Party, be resolved by arbitration conducted in accordance with the “Arbitration of Disputes” section of this Agreement. (c) Except as provided in this Agreement, in no event shall City be liable for costs incurred by or on behalf of Professional after the date of the notice of termination.

21. Assurance of Performance. If, at any time, City believes Professional may not be adequately performing its obligations under this Agreement or may fail to complete the Services as required by this Agreement, City may submit a written request to Professional for written assurances of performance and a plan to correct observed deficiencies in Professional's performance. Failure to provide written assurances subsequent to such written request, constitutes grounds to declare a breach under this Agreement.

22. Cancellation for Breach by Either Party. Should either Party fail to substantially perform its obligations in accordance with the provisions of this Agreement, the other Party shall thereupon have the right to cancel the Agreement by giving written notice and specifying the effective date of such cancellation. If City cancels this Agreement for breach and it is subsequently determined that Professional did not fail to substantially perform its obligations in accordance with this Agreement, then cancellation for breach by City shall be deemed, and treated, as termination for convenience.

Neither Party waives the right to recover damages against the other for breach of this Agreement, including any amount necessary to compensate City for all detriment proximately caused by Professional's failure to perform its obligations hereunder or which in the ordinary course of things would be likely to result therefrom. City reserves the right to offset such damages against any payments owed to Professional.

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City shall not in any manner be liable for Professional's actual or projected lost profits had Professional completed the Services required by this Agreement.

23. Non-Discrimination. In its performance of the Services, Professional shall adhere to City’s EEO Policy which states, “The City is committed to ensuring that all qualified individuals have a full and fair opportunity to compete in all phase of the hiring process and promotion, and to enjoy the benefits of employment with the City. All employees and applicants shall receive equal consideration and treatment in employment without regard to race, color, religion, gender, sexual orientation, national origin, age, disability, genetic information, marital status, amnesty, or status as a covered veteran in accordance with applicable federal or state statutes, the City’s ordinances, resolutions, rules or regulations.”
In addition, all agreements with sub-contractors will include language as required by the Office of Federal Contract Compliance Programs (OFCCP) that requires sub-contractors to maintain equal employment opportunity policies, and, as necessary, affirmative action policies.

24. Arbitration of Disputes. All claims, disputes, and other matters in question between City and Professional arising out of or relating to this Agreement or the breach thereof, including claims of Professional for extra compensation for Services related to the Project, shall be decided by arbitration before a single arbitrator in accordance with the provisions of Sections 1281 to 1284.2 of the California Code of Civil Procedure (the “Arbitration Laws”) unless the Parties mutually agree otherwise. The provisions of Section 1283.05 of the Arbitration Laws apply to any arbitration proceeding except as otherwise provided in this Agreement. The arbitrator shall have authority to decide all issues between the Parties including, but not limited to, claims for extras, delay and liquidated damages, if any, provided for in this Agreement, matters involving defects in the work product of the Professional, rights to payment, and whether the necessary procedures for arbitration have been followed. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

Notice of the demand for arbitration shall be filed in writing with the other Party. The demand for arbitration shall be made within a reasonable time after the claim, dispute, or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitation.

The Parties shall jointly appoint an arbitrator within fifteen (15) calendar days of the date of giving of the notice of the demand for arbitration. If the Parties are unable to jointly agree upon the appointment of an arbitrator within said fifteen (15) calendar day period, and do not agree in writing to extend said period for a fixed period, then either Party may seek to have the arbitrator appointed by the Superior Court of Stanislaus County in accordance with the Arbitration Laws.

If any proceeding is brought to contest the right to arbitrate and it is determined that such right exists, the losing Party shall pay all costs and attorneys' fees incurred by the prevailing party.

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{PLA2023}
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In addition to the other rules of law which may be applicable to any arbitration hereunder, the following shall apply:
(a) Promptly upon the filing of the arbitration, each Party shall be required to set forth in writing and to serve upon each other Party a detailed statement of its contentions of fact and law.
(b) All parties to the arbitration shall be entitled to the discovery procedures as provided in Section 1283.05 of the California Code of Civil Procedure. (c) The arbitration shall be commenced and conducted as expeditiously as possible consistent with affording reasonable discovery as provided herein. (d) These additional rules shall be implemented and applied by the arbitrator.

The costs of arbitration shall be borne by the Parties as determined by the arbitrator, but each Party shall bear its own attorney's fees associated with the dispute with the other Party and to the arbitration.

25. Insurance Coverage. During the Term, the Professional, at its own cost and expense, shall maintain in full force and effect policies of insurance set forth herein, which shall be placed with insurers with a current A M Best’s rating of no less than A-:VII and will provide City with written proof of said insurance. Professional shall maintain coverage as follows:

25.1. Commercial General Liability. Professional shall carry commercial general liability insurance with coverage at least as broad as Insurance Services Office (ISO) form CG 00 01, in the amount of no less than Two Million Dollars ($2,000,000.00) per occurrence, Four Million Dollars ($4,000,000.00) general aggregate, and Two Million Dollars ($2,000,000.00) products and completed operations for bodily injury, personal injury, and property damage. If commercial general liability insurance or another form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Project or the general aggregate shall be Four Million Dollars ($4,000,000.00).

25.2. Workers’ Compensation Insurance and Employer's Liability. Professional 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.

25.3. Professional Liability. Professional shall carry professional liability insurance that insures against professional errors and omissions that may be made in performing professional services in the amount of no less than Two Million Dollars ($2,000,000.00) per claim and in the aggregate or greater if appropriate for the Professional's profession. Any deductibles or selfinsured retentions must be declared to and approved by City. At the option of City, either the

CITY CONTRACT NO. 2026-034 11
{PLA2023}
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insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to City, its elected and appointed councils, commissions, directors, officers, employees, agents, and representatives (“City’s Agents”); or the Professional shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claims administration and defense expenses.

25.4. Commercial Automobile Liability. Professional shall carry commercial automobile liability insurance using ISO Business Auto Coverage form CA 00 01 (or equivalent) in the amount of no less than Two Million Dollars ($2,000,000.00) or greater per accident for owned, leased, hired, and non-owned, borrowed automobiles.

25.5. Umbrella or Excess Policy. Professional 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 insurance coverage or policies maintained by the City (“Additional Insured”), whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Professional’s primary and excess liability policies are exhausted.

25.6. Waiver of Subrogation. With the exception of professional liability, Professional hereby agrees to waive subrogation which any insurer of Professional may acquire from Professional 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 Professional, its agents, employees, independent contractors and subcontractors. Professional shall provide written proof of waiver of subrogation in the Certificate of Insurance. Additionally, Professional agrees to obtain any available endorsements that may be necessary to effectuate this waiver of subrogation.

26. Additional Insurance Requirements. Within five (5) days of the Effective Date, Professional 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 Professional 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 Professional and shall be endorsed to state such; (c) cover products and completed operations of Professional, premises owned, occupied, or used by the Professional, or automobiles owned, leased, or hired or borrowed by the Professional; 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

CITY CONTRACT NO. 2026-034 12
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Agents shall be in excess of Professional’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.

27. Indemnification by Professional. To the fullest extent permitted by law, Professional shall defend with legal counsel reasonably acceptable to City, indemnify and hold harmless City and City’s Agents from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of Professional or its subcontractors), expense and liability of every kind, nature and description that arise out of, pertain to, or relate to acts or omissions of Professional, or any direct or indirect subcontractor, employee, contractor, representative or agent of Professional, or anyone that Professional controls (collectively “Liabilities”). Such obligations to defend, hold harmless, and indemnify City and City’s Agents shall not apply to the extent that such Liabilities are caused in whole by the sole negligence, active negligence, reckless or willful misconduct of City or City’s Agents, but shall apply to all other Liabilities. With respect to third party claims against the Professional, the Professional waives any and all rights of any type of express or implied indemnity against City and City’s Agents.

28. Liability of City. Notwithstanding any other provision of this Agreement, in no event shall City be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with this Agreement or the Services performed in connection with this Agreement.

29. Independent Contractor. At all times during the Term, Professional shall be deemed to be an independent contractor and shall be wholly responsible for the manner in which Professional performs the Services required under this Agreement. Professional shall be liable for its acts and omissions and those of its employees, contractors, subcontractors, representatives, volunteers, and its agents. Nothing contained herein shall be construed as creating an employment, agency or partnership relationship between City and Professional. City shall have the right to control Professional only insofar as the result of Professional’s Services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Professional accomplishes Services rendered pursuant to this Agreement.

30. Professional Not Agent. Except as City may specify in writing, Professional shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent.

Professional shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

31. Payment of Taxes and Other Expenses. Payment of any taxes, including California sales and use taxes, levied upon this Agreement, the transaction, or the Services or goods delivered pursuant hereto, shall be the obligation of Professional.

32. Notices. All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Any Party hereto may at any time, by giving ten (10) days’ written notice to the other Party hereto, designate any other address in substitution of the address to which such

CITY CONTRACT NO. 2026-034 13
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notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below.

If to City: City of Turlock
Attn: Adrienne Werner
156 S. Broadway, Suite 120
Turlock, California 95380
With courtesy copies to: City of Turlock, City Attorney’s Office Attn: George A. Petrulakis, City Attorney
156 S. Broadway, Suite 230
Turlock, California 95380-5456
If to Professional: Cloudburst Consulting Group, Inc.

Attn: Michelle Hayes, President
8400 Corporate Drive, Suite 550
Landover, MD 20785-2238

33. City Contract Administrator. City’s contract administrator and contact person for this Agreement is:

Jennifer Figueroa
Housing Program Services
156 S. Broadway, Suite 140
Turlock, California 95380
Telephone: (209) 668-5610_
E-mail: [email protected]

34. Interpretation. As used herein, any gender includes each other gender, the singular includes the plural and vice versa.

35. Use of City Project Number. {Intentionally Omitted}

36. 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.

37. 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.

38. Assignment. No Party to this Agreement shall assign, transfer, or otherwise dispose of this Agreement, in whole or in part, to any individual, firm, or corporation without the prior written consent of the other Party. Subject to the forgoing provisions, this Agreement shall be binding upon, and inure to the benefit of, the respective successors and assigns of the Parties hereto.

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{PLA2023}
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39. 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.

40. Drafting and Ambiguities. Each Party acknowledges that it has reviewed this Agreement with its own legal counsel, and based upon the advice of that counsel, freely entered into this Agreement. Each Party has participated fully in the review and revision of this Agreement. Any rule of construction that ambiguities are to be resolved against the drafting Party does not apply in interpreting this Agreement.

41. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of California.

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

43. Severability. 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.

44. Execution and Counterparts. This Agreement may be executed 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.

45. Audit. City shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Professional’s charges to City under this Agreement.

46. Entire Agreement. This Agreement, together with its specific 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.

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{PLA2023}
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47. 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.

48. Mandatory and Permissive. “Shall” and “will” and “agrees” are mandatory. “May” and “can” are permissive.

49. 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.

50. Headings. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

51. 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.

52. Necessary Acts and Further Assurances. 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.

53. Time is of the Essence. Time is of the essence in this Agreement for each covenant and term of a condition herein.
[Signatures on Following Page]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by and through their respective officers thereunto duly authorized.

PROFESSIONAL
Cloudburst Consulting Group, Inc., a
Maryland S-Corporation
CITY OF TURLOCK, a California
municipal corporation

CITY CONTRACT NO. 2026-034 16
{PLA2023}
05/27/2025
By:

Print Name: Michelle Hayes
Title: President
Date
By:

Susan E. Borrego, Interim City Manager
Date:

APPROVED AS TO SUFFICIENCY:

By:

Adrienne Werner, Development Services
Director
APPROVED AS TO FORM:

By:

George A. Petrulakis, City Attorney
ATTEST:

By:

Nichole Fiez, City Clerk

June 18, 2025
City of Turlock
Attn: Jennifer Figueroa
156 S. Broadway, Suite 120
Turlock, CA 95380
Dear Ms. Figueroa,
Cloudburst Consulting Group, Inc. (Cloudburst) is pleased to submit the following proposal, as requested, to assist the City of Turlock with the implementation of their HOME Investment Partnerships American Rescue Plan (HOME-ARP) program. The proposal includes HOME-ARP training, program design support, and development of policies and procedures.

Founded in 2005, Cloudburst is a mission-driven Women-Owned Small Business focused on supporting communities to improve access to resources for low-income and vulnerable populations. Cloudburst assists local communities to enhance housing and community development planning, streamline grants management systems, and improve program design to meet community needs. Our staff comprises skilled senior administrators of community development, homeless, and public housing programs; environmental compliance experts; and former government officials with years of direct experience working in nonprofit, local, state, and federally funded organizations.

Cloudburst offers knowledge of populations experiencing homelessness and domestic violence, sexual assault, and human trafficking and the systems that seek to address their needs. This combination of knowledge enables Cloudburst to effectively support local planning and implementation of supportive housing, services, and capacity-building to address the needs of HOME-ARP qualifying populations.

We would be happy to discuss the scope, budget, and any suggested revisions in greater detail and make modifications if needed. As the president of Cloudburst, I am authorized to represent Cloudburst in any negotiations and to sign any resulting contract. If you have any questions, please contact me at (202) 253-2346 or at [email protected].

Sincerely,
Michelle Hayes
President/CEO

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Cloudburst Experience
Cloudburst is well known for helping HUD, state, and local jurisdictions to design and implement sound and regulatorily compliant CPD programs, including HOME-ARP. Our staff are adept at working with communities to effectively administer, monitor, and report on their HUD CPD programs.

HOME-ARP Experience
Cloudburst is a leading HUD technical assistance (TA) provider and is intimately involved with developing HOME-ARP tools and products to support program implementation. Cloudburst was a key presenter and facilitator for HOME-ARP Problem Solving Clinics and HOME-ARP webinar series. Cloudburst developed the HOME-ARP IDIS Activity tutorial videos, the HOME-ARP Environmental Review Checklist and NCS Habitability Standards Checklist and HOME-ARP IDIS Manual. Cloudburst has also provided direct TA for five communities specific to HOME-ARP.

Cloudburst has worked with numerous states and local communities to create strategic HOMEARP allocation plans, train staff, and support program and project Implementation. Cloudburst has supported the development of three state HOME-ARP allocation plans as well as seven local PJ allocation plans. Cloudburst led each community through a thoughtful consultation process to develop allocation plans that reflected pressing community needs. For implementation, Cloudburst assisted clients by facilitating workshops to help the PJ make key policy and program decisions to design its HOME-ARP program and drafted HOME-ARP policies and procedures. As PJs have a greater understanding of community needs and fundable projects, Cloudburst has also assisted with drafting and reviewing HOME-ARP Allocation Plan substantial amendments.

Cloudburst has also identified critical elements of HOME-ARP written agreements per eligible activity to help ensure PJs set projects up for success.

Scope of Work
Overview of Needs
Cloudburst’s proposed support offers a combination of HOME-ARP training and written deliverables, such as policies and procedures and program document recommendations.

Work Plan and Technical Approach
Task 1: Project Launch and Management
This task includes resources to manage and coordinate all project components, project kick-off, and regular check-in meetings with Turlock staff over the period of performance.

Deliverables:
● Project kick-off meeting
● Bi-weekly check-in meetings over the course of the project

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Task 2: HOME-ARP Training
Cloudburst will provide three overview training sessions to ensure staff have foundational knowledge of the HOME-ARP Program. This knowledge will assist staff with making strategic policy decisions for managing the HOME-ARP Program. Each training will last approximately 1.5 hours.

Cloudburst proposes training in the following areas:
● Overview of HOME-ARP and Turlock’s HOME-ARP Allocation Plan ● Introduction to HOME-ARP supportive services, non-profit capacity building and operating support
● Overview of Rental Development with a focus on Housing for Specials Needs Populations This foundational knowledge will assist Turlock staff in making sound decisions regarding the management and design of the City’s HOME-ARP Supportive Services and Rental Development Programs.

Task 3. Program Development and Policy Decisions
Cloudburst will work with Turlock staff to determine key elements of supportive services and rental development program implementation including timing, process, integration with capacity building and operating support, and relationship to other supportive service programs. To support these discussions, Cloudburst will identify and share examples from other jurisdictions that could offer models for HOME-ARP implementation. This process will help Turlock select a model for administering supportive services, rental development and capacity building within the City’s local and staffing constraints.

Cloudburst will lead Turlock in up to three, remote, one-hour long facilitated workshops to aid staff in making program design and policy decisions, identifying roles and responsibilities and establishing goals for its HOME-ARP program. One workshop will focus on key aspects of operating support/ capacity building and supportive services programs and make policy decisions, while the other will focus on choices for the rental development program and make policy decisions. The third workshop will focus on identifying and documenting a project selection process within the Consortia framework.

Following the workshops, Cloudburst will provide a brief memo that provides a summary of recommendations based on workshops and identified best practices.

Deliverables:
● Up to three facilitated workshops with a summary memo outlining recommendations and decisions to guide policy and procedure development

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Task 4: Develop HOME-ARP Policies and Procedures
Cloudburst will begin drafting the HOME-ARP policies and procedures based on the information collected in the previous tasks. In drafting the policies and procedures, Cloudburst will reference CPD Notice 21-10, CPD Monitoring Exhibits, and HOME regulations established at 24 CFR Part 92 as a guide to ensure compliance. The final HOME-ARP policies and procedures document will include, at minimum: an overview section; administrative requirements; financial management; operating support/capacity building; rental development; supportive services; cross-cutting requirements; and monitoring.

Cloudburst will provide Turlock with a draft for review and incorporate up to two rounds of edits. Upon integrating the final round of feedback, Cloudburst will copy edit the HOME-ARP policy and procedures document and provide a final draft to the City.

Deliverables:
● Draft and Final HOME-ARP Policies and Procedures Manual Project Timeline
Cloudburst anticipates being able to immediately begin work with Turlock following contract execution. The table below outlines our proposed timeline.

Task Aug 2025 Sept 2025 Oct 2025 Nov 2025 Dec 2025
Task 1: Project Launch and
Management
Task 2: HOME ARP Training
Task 3: Program Development and
Policy Decisions
Task 4: Develop HOME-ARP Policies and
Procedures

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Project Team and Budget
Project Team
Qualifications and experience of Cloudburst’s HOME-ARP team members are highlighted below.

Staff & Role Experience
Marybrook Cox
Project
Manager and

HOME-ARP
Subject Matter
Expert (SME)
Ms. Cox is a Sr. Housing Development Analyst with 10 years of experience providing guidance for best practices in managing subrecipients of federal funds, developing HOME, HOME-ARP and CDBG policies and procedures and specializing in developing staff capacity. As a former local government employee, Ms. Cox has in-depth knowledge of the challenges faced by state and local governments. In her role with Cloudburst, Ms. Cox provides technical assistance to states and local jurisdictions. She has been involved with HOMEARP since its introduction in 2021 and serves as a HUD peer reviewer and TA provider for HOME-ARP. She is also actively working with multiple PJs to design their HOME-ARP programs and has provided HOME-ARP TA to other state and local clients.

Ms. Cox will utilize her HOME-ARP expertise in the development of all deliverables outlined in support of Tasks 1-4.

Rob Sronce
CPD Programs
SME
Rob Sronce has over 20 years of housing and community development experience, with 14 years of direct experience working with federal and state housing and community development grants and grant-funded programs. He has served as staff for grantee agencies as local administrator and as a consultant. Most recently he has been a provider of expert training and technical assistance.

Mr. Sronce has expertise in the CDBG, NSP, HOME and HOME-ARP programs, working with both direct grantees and state grantees. He has designed and implemented grant-funded programs as well as provided expert assessments and focused technical assistance. His areas of expertise include HUD reporting systems (IDIS and DRGR), the development and implementation of local grants management systems, uniform administrative requirements, procurement standards, labor compliance, relocation, and fiscal management.

Mr. Sronce is a HUD Certified HOME Program Specialist – Regulations and will serve as SME for Tasks 2-4 and will assist with workshop facilitation and review of policies and procedures.

Lindsey Gillette

HOME-ARP
Analyst
Ms. Gillette is a Community Development Analyst with four years of housing and community development experience. At Cloudburst, Ms. Gillette provides support for the development and implementation of Cloudburst’s TA projects for HUD-funded programs and direct engagements with state and local clients.

She has a robust background in community engagement and data analysis, having worked with several types of grantees (states, counties, consortia, and entitlement communities) on their Consolidated Plans and HOME-ARP Allocation

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Budget
Cloudburst proposes a contract model with a fixed price of $48,058 payable in full upon completion of the deliverables as outlined below.

Task Completion Date Amount
Task 2: HOME ARP Training 9/30/2025 $7,650
Task 3: Program Development and Policy Decisions 10/31/2025 $17,264 Task 4: Develop HOME-ARP Policies and Procedures 12/31/2025 $23,144 Total $48,058
Proposal Assumptions
Regarding the services listed in this proposal, Cloudburst makes the following assumptions:
● All support will be provided by remote means.
● Cloudburst assumes up to two rounds of review of the draft HOME-ARP policies and procedures and consolidated comments from the City.

Staff & Role Experience
Plans. Ms. Gillette has experience developing program implementation tools such as policies and procedures manuals and CDBG subrecipient monitoring checklists. Most recently, she has supported the development of HOME policies and procedures for Washington County, OR and HOME-ARP policies and procedures for Ventura, CA and Tulsa County, OK.

Ms. Gillette will provide project coordination support across all tasks and assist with the drafting of the policies and procedures manual.

City Council Staff Report
August 12, 2025
From: Isaac Moreno, Finance Director
Prepared by: Isaac Moreno, Finance Director
Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Authorizing Interim City Manager to execute Amendment No. 2 to increase the not-toexceed amount from $100,000 to $230,000 between the City of Turlock and Hinderliter, de Llamas and Associates (HdL) for Cannabis regulation-related services

2. DISCUSSION OF ISSUE:

In May 2019, City Council authorized the development of a Cannabis Business Program. This program allows for retail, cultivation, manufacturing, distribution and testing. To conduct business in these Cannabis-related fields, a Development Agreement (DA) will need to be entered into, as well as compliance with other local and state requirements. Per the DA, each business involved in this industry is subject to compliance and financial audits annually that are to be reimbursed by the businesses. To complete this task, on December 19, 2022, a contract was executed with Hinderliter, de Llamas and Associates (HdL) for the not-to-exceed amount of $50,000.

As more businesses came online, Amendment No. 1 was executed within the authority of the City Manager to increase the not-to-exceed amount to $100,000.

Currently, there are four retailers, with other cannabis-related businesses scheduled to open in the near term. To make sure these businesses stay in compliance, additional funds are requested at this time. Staff is requesting the authorization to execute Amendment No. 2, which will add another $130,000 to the contract, bringing the not-to-exceed amount to $230,000. This amount allows services to be provided through the remaining term of the contract, after which, a Request for Proposal will be issued.

3. BASIS OF RECOMMENDATION:

Financial and compliance audits are required annually for all Cannabis-related business.

4. FISCAL IMPACT / BUDGET AMENDMENT:

Per the Development Agreement, all financial and compliance audits are to be reimbursed by the businesses. Therefore, there is no fiscal impact.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

Agenda Staff Report
8/12/2025
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. Council could direct staff to not increase the not-to-exceed amount and issue a new Request for Proposals. This is not recommended because it will delay audits that are currently needed.

9. ATTACHMENTS:

1. HdL Amendment No. 2 Draft Resolution

2. HdL Amendment No. 2

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK

WHEREAS, in May 2019, City Council authorized the development of a Cannabis Business Program. This program allows for retail, cultivation, manufacturing, distribution and testing. To conduct business in these Cannabis-related fields, a Development Agreement (DA) will need to be entered into, as well as compliance with other local and state requirements; and WHEREAS, each business involved in this industry is subject to compliance and financial audits annually that are to be reimbursed by the businesses; and WHEREAS, to complete this task, on December 19, 2022, a contract was executed with Hinderliter, de Llamas and Associates (HdL) for the not-to-exceed amount of $50,000; and WHEREAS, as more businesses came online, Amendment No. 1 was executed within the authority of the City Manager to increase the not-to-exceed amount to $100,000; and WHEREAS, to make sure these businesses stay in compliance, additional funds are requested at this time. Staff is requesting the authorization to execute Amendment No. 2; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby Authorize Interim City Manager to execute Amendment No. 2 to increase the not-to-exceed amount from $100,000 to $230,000 between the City of Turlock and Hinderliter, de Llamas and Associates (HdL) for Cannabis-related services
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 12 day of August, 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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IN THE MATTER OF AUTHORIZING RESOLUTION NO. 2025-XXX

INTERIM CITY MANAGER TO EXECUTE
AMENDMENT NO. 2 TO INCREASE THE

NOT-TO-EXCEED AMOUNT FROM
$100,000 TO $230,000 BETWEEN THE CITY

OF TURLOCK AND HINDERLITER, DE

LLAMAS AND ASSOCIATES (HDL) FOR

CANNABIS-RELATED SERVICES
___________________________________

AMENDMENT NO. 2
to the
Agreement between the

CITY OF TURLOCK
and
HINDERLITER, DE LLAMAS AND ASSOCIATES (HdL Companies)
THIS AMENDMENT NO. 2, dated August 12, 2025, is entered into by and between the CITY OF TURLOCK, a California municipal corporation (hereinafter "CITY") and HINDERLITER, DE LLAMAS AND ASSOCIATES (HdL Companies), (hereinafter "PROFESSIONAL”).

WHEREAS, the parties hereto previously entered into an Agreement dated December 19, 2022, whereby PROFESSIONAL will perform cannabis management services (hereinafter the “Agreement”).

WHEREAS, on April 15, 2024 the parties entered into Amendment No. 1 to the Agreement dated December 19, 2022, amending paragraph 6.1 COMPENSATION whereby to increase the not to exceed compensation.

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

1. Paragraph 6 of the Agreement is amended to read as follows:
”6.1. COMPENSATION: CITY agrees to pay PROFESSIONAL
additional compensation in the amount of One and Thirty Hundred Thousand and No/100ths Dollars ($130,000.00) in accordance with the Agreement. The compensation for completion of all items of work, as set forth in the Agreement shall not exceed Two and Thirty Hundred Thousand and No/100ths Dollars ($230,000.00). Such maximum amount shall be compensation for all of PROFESSIONAL's expenses incurred in the performance of the Agreement.”

5. Execution and Counterparts. This Amendment may be executed 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 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 electronic signatures appearing on this CITY CONTRACT NO. 2023-78, Amendment No. 2
04/09/2025 {PLA}

Agreement or such other documents are the same as handwritten 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
CITY CONTRACT NO. 2023-78, Amendment No. 2
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, a municipal corporation HINDERLITER, DE LLAMAS & ASSOCIATES (HdL COMPANIES), a
California corporation
By: _______________________________ By: ______________________________ Susan E. Borrego, Interim City Manager
Title: _____________________________
Date: _____________________________
Print name: ________________________
APPROVED AS TO SUFFICIENCY:

Date: _____________________________
By: _______________________________
Isaac Moreno, Finance Director
APPROVED AS TO FORM:

By: _______________________________
George A. Petrulakis, City Attorney
ATTEST:

By: _______________________________
Nichole Fiez, City Clerk
CITY CONTRACT NO. 2023-78, Amendment No. 2
04/09/2025 {PLA}
COO
Gary Lott
07/31/2025

City Council Staff Report
August 12, 2025
From: Christopher Fisher, Municipal Services Director
Prepared by: Lupe Madrigal, Staff Services Analyst, Juan Tejeda, Regulatory Affairs Manager
Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Resolution: Approving an agreement (City Contract No. 2025-190) with EKI Environment & Water, Inc., in a form approved by the City Attorney, in response to RFP No. 24-023, for the Downtown PCE Remediation Project for a period not-to-exceed four (4) years for a total not-to-exceed amount of $1,746,000, to be expensed from Fund 423 “PCE Downtown (Prop 1 Grant)”

2. DISCUSSION OF ISSUE:

Tetrachloroethylene (PCE), a volatile organic compound, is a solvent that is used in the drycleaning process. Since 1994, the City of Turlock has been addressing a plume of PCE contamination in the groundwater in the Downtown area. The Downtown PCE Remediation Project consists of conducting a remedial investigation of a regional PCE plume within the City and preparing a Remedial Investigation and Feasibility Study (RIFS) Report which will provide information necessary to evaluate cleanup alternatives for groundwater impacted by PCE.

In January 2020, the City of Turlock (City) was awarded a Proposition 1 Planning Grant administered through the State Water Resources Control Board (SWRCB) and subsequently entered into an agreement with Provost & Pritchard to conduct a comprehensive investigation of the PCE plume and prepare a RIFS Report. This investigation included:
• Installation of new groundwater monitoring wells and soil probes • Passive and active soil gas sampling
• Groundwater monitoring
• Data analysis and scoring of remediation alternatives In December 2022, the City contracted with Geosyntec to assist with implementing indoor air assessment and sub-slab sampling related to PCE in the downtown area.

In April 2023, Provost & Pritchard completed and submitted an Annual Groundwater Monitoring Report to the Regional Water Quality Control Board (RWQCB) on behalf of the City, which included sampling and testing of water from seventeen monitoring wells installed downtown.

In March 2024, using the results of these investigations, City staff successfully applied for and secured a Proposition 1 Implementation Grant award of $19,269,997 with no cost share to design and implement several PCE treatment alternatives.

Agenda Staff Report
8/12/2025
In January 2025, the City issued a Request for Proposals (RFP) seeking qualified firms to provide California Environmental Quality Act (CEQA) analysis and studies, appraisal and right-of-way acquisition services, Proposition 1 grant compliance activities, and engineering design and analysis for PCE removal from groundwater and soil in downtown Turlock. The RFP closed on February 6, 2025.

In March 2025, after a thorough evaluation process, the selection committee determined that EKI Environment & Water, Inc. submitted the most comprehensive and qualified proposal. EKI demonstrated extensive experience with similar PCE remediation projects, strong qualifications in all required technical areas, and a thorough understanding of the project requirements.

Staff recommends an agreement with EKI Environment & Water, Inc. for a total not-toexceed amount of $1,746,000.

3. BASIS OF RECOMMENDATION:

1. The City secured a Proposition 1 Implementation Grant award of $19,269,997 with no cost share.

2. EKI Environment & Water, Inc. submitted the most comprehensive and qualified proposal for RFP No. 24-023.

4. FISCAL IMPACT / BUDGET AMENDMENT:

The total cost of professional services under this agreement will not exceed $1,746,000.

Funding for this project is provided by the Proposition 1 Implementation Grant awarded to the City in 2024. There is no impact to the General Fund.

Funding for this project (project no. 2024-03) is included in the fiscal year 2025-26 budget for Fund 423 “PCE Downtown (Prop 1 Grant)” out of account number 423-52-550.51270 “Construction Project”.

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:

Not to approve the agreement with EKI Environment & Water, Inc. This alternative is not

Agenda Staff Report
8/12/2025
recommended as the City requires qualified technical assistance to implement the PCE remediation project and effectively utilize the secured Proposition 1 Implementation Grant.

9. ATTACHMENTS:

1. Draft Resolution

2. City Contract No. 2025-190 with EKI Environment & Water, Inc.

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK

RESOLUTION NO. 2025-
WHEREAS, tetrachloroethylene (PCE), a volatile organic compound used in drycleaning operations, has impacted groundwater in Downtown Turlock, and the City has been actively investigating and addressing a PCE plume since 1994; and WHEREAS, in January 2020, the City of Turlock was awarded a Proposition 1 Planning Grant and entered into an agreement with Provost & Pritchard on January 28, 2020 to investigate a tetrachloroethylene (PCE) plume and prepare a Remedial Investigation Feasibility Study (RIFS); and
WHEREAS, the investigation included the installation of new groundwater monitoring wells and soil probes, passive and active soil gas sampling, groundwater monitoring, and analysis of cleanup alternatives; and
WHEREAS, in December 2022, the City contracted with Geosyntec to perform indoor air assessments and sub-slab sampling in Downtown Turlock related to PCE; and WHEREAS, in April 2023, Provost & Pritchard submitted an Annual Groundwater Monitoring Report to the Regional Water Quality Control Board on behalf of the City, based on testing from seventeen monitoring wells; and
WHEREAS, in March 2024, the City successfully secured a Proposition 1 Implementation Grant in the amount of $19,269,997, with no local cost share, to design and implement treatment alternatives for PCE remediation; and WHEREAS, in January 2025, the City issued Request for Proposals No. 24-023 for qualified firms to provide California Environmental Quality Act (CEQA) analysis, appraisal and right-of-way acquisition services, Proposition 1 grant compliance activities, and engineering design and analysis for PCE removal from groundwater and soil; and WHEREAS, following a competitive selection process, EKI Environment & Water, Inc. was determined in March 2025 to have submitted the most comprehensive and }
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IN THE MATTER OF APPROVING AN
AGREEMENT (CITY CONTRACT NO. 2025-
190) WITH EKI ENVIRONMENT & WATER,
INC., IN A FORM APPROVED BY THE CITY
ATTORNEY, IN RESPONSE TO RFP NO.
24-023, FOR THE DOWNTOWN PCE

REMEDIATION PROJECT FOR A PERIOD
NOT-TO-EXCEED FOUR (4) YEARS FOR A

TOTAL NOT-TO-EXCEED AMOUNT OF
$1,746,000, TO BE EXPENSED FROM
FUND 423 “PCE DOWNTOWN (PROP 1
GRANT)”

Resolution No. 2025-

qualified proposal, demonstrating significant experience with similar remediation projects and a thorough understanding of project requirements; and WHEREAS, the proposed agreement with EKI Environment & Water, Inc. will be funded through the Proposition 1 Implementation Grant with no impact to the General Fund and is included in the fiscal year 2025–26 budget under Fund 423 “PCE Downtown (Prop 1 Grant),” Project No. 2024-03, Account No. 423-52-550.51270 “Construction Project”; 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 by the City Council of the City of Turlock does hereby approve an agreement (City Contract No. 2025-190) with EKI Environment & Water, Inc., in a form approved by the City Attorney, in response to RFP No. 24-023, for the Downtown PCE Remediation Project for a period not-to-exceed four (4) years for a total not-to-exceed amount of $1,746,000, to be expensed from Fund 423 “PCE Downtown (Prop 1 Grant)”.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 12th day of August, 2025, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

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

CITY CONTRACT NO. 2025-190 1
{PLA2023}
03/2025

AGREEMENT BETWEEN THE CITY OF TURLOCK
and

EKI ENVIRONMENT & WATER, INC
for

PROFESSIONAL SERVICES
City Project No. 2024-03
THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is entered into by and between the CITY OF TURLOCK, a California municipal corporation (“City”), and EKI ENVIRONMENT & WATER, INC. a California corporation (“Professional”), on this 12th day of August 2025 (the “Effective Date”). City and Professional may be collectively referred to herein as the “Parties” or individually as “Party.” There are no other parties to this Agreement.

RECITALS
A. City seeks to hire an independent contractor to perform professional services to assist City with the Downtown PCE Remediation Project (the “Project”).

B. Professional has made a proposal to City to provide such professional services. A description of the services Professional proposes to provide is included in the Scope of Services in Exhibit A attached hereto and incorporated herein by reference (“Services”). City desires to retain Professional to perform the Services, subject to the terms and conditions set forth in this Agreement.

C. The Parties have outlined the schedule or timeline for providing the Services (“Completion Schedule”), which shall be included in the Scope of Services in Exhibit A.

D. The Parties have outlined the rates and method of payment to Professional for its performance of the Services under this Agreement (“Compensation Schedule”), which shall be included in the Scope of Services in Exhibit A.

NOW, THEREFORE, in consideration of the promises and covenants set forth below, the Parties agree as follows:

CITY CONTRACT NO. 2025-190 2
{PLA2023}
03/2025

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 53 of this Agreement, Sections 1 through 53 shall prevail.

2. Term. The term of this Agreement shall be three (3) years and will commence on the Effective Date and terminate on the 12th day of August, 2028 (“Term”) unless the Parties mutually agree in writing to terminate the Agreement earlier or extend the Term pursuant to this Agreement.

3. Extension of Agreement. City may elect to extend this Agreement for an additional one (1) year, on the same terms and conditions, upon issuing a “Election to Extend Agreement” letter executed by the City Manager and Professional thirty (30) days prior to the expiration of this Agreement.

4. Effective Date. This Agreement shall only become effective once all of the Parties have executed the Agreement (the “Effective Date”).

5. Work.

5.1. Services. Subject to the terms and conditions set forth in this Agreement, Professional shall provide City the Services described in Exhibit A. Any request for Services not included in Exhibit A will be considered a request for additional or modified Services (“Modification” or “Modifications”). Professional shall not receive additional compensation for any Modification of the Services unless the Parties agree otherwise in a writing executed by both Parties.

5.2. City Requested Modification of Services. City may, by written order, authorize Modifications to the Services described in Exhibit A. If such Modifications cause an increase in the cost or time required for performance of Professional’s Services, the Parties shall enter into a written amendment to this Agreement to adjust the Services and the compensation to be paid to Professional and, if necessary, amend the Completion Schedule or Compensation Schedule. The Services, Completion Schedule, or Compensation Schedule shall not be revised unless City and Professional mutually agree to a written amendment to this Agreement reflecting such revisions, additional compensation, time for performance or such other terms or conditions mutually agreed upon by the Parties.

5.3. Professional Requested Modification in Services. Professional shall not be compensated for work outside the Services described in this Agreement, unless, prior to the commencement of the Services:
(a) Professional provides City with written notice that specific work requested by City or required to complete the Project is outside the agreed upon Services. Such notice shall:
(1) be supported by substantial evidence that the work is outside the Services; (2) set forth the

CITY CONTRACT NO. 2025-190 3
{PLA2023}
03/2025
Professional’s proposed course of action for completing the work and a specific request for City to approve the Modification to the Services; (3) set forth the Professional’s proposed revisions, if any, to the Completion Schedule; and (4) set forth the Professional’s proposed revisions, if any, to the Compensation Schedule; and
(b) City agrees that the work requires a Modification;
(c) City approves all adjustments, if any, to the Completion Schedule and Compensation Schedule; and
(d) The Parties execute a written amendment to this Agreement describing any Modification, together with any adjustment in the Completion Schedule and Compensation Schedule for Professional’s work.

6. Compensation.

6.1. Amount, Time and Manner of Payment for Professional Services. City shall pay Professional according to the rates and timing set forth in the Compensation Schedule. On each anniversary date of the Effective Date, Professional will be allowed to increase prices with thirty (30) days’ written notice to City. Increases may not exceed increases in the San FranciscoOakland Consumer Price Index for all urban consumers or percentage increases in Professional’s published prices, whichever is lower. In all cases, City may cancel this Agreement if a requested price increase is not acceptable. City’s total compensation to Professional shall not exceed One Million Seven Hundred and Forty-Six and No/100ths Dollars ($1,746,000) (“Maximum Payment”), unless the Parties mutually agree in writing otherwise.

6.2. Deposit. [Intentionally Omitted]

6.3. Subsequent Payments. City shall make monthly payments in the amount invoiced by Professional within thirty (30) calendar days of receiving such invoice. In the event that an amount of an invoice is in dispute, City shall inform Professional of the amount and basis for the dispute and may withhold the amount which is in dispute until the dispute has been resolved.

6.4. Invoices. Professional shall provide City with monthly invoices sufficiently evidencing Professional’s expenses and completion of the Services. All invoices furnished to City by Professional shall be in a form approved by City. The payments specified shall be the only payments made to Professional for performance of the Services, including compensation for any Modification. Professional shall submit all billings for Services to City within forty-five (45) days of the performance of such Services. City shall issue payment according to City’s customary procedures and practices for issuing payments to independent contractors.

7. Notice to Proceed. Professional shall not commence the performance of the Services until it has been given notice by City (“Notice to Proceed”), with which City shall also deliver the Deposit.

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8. Time of Performance. Professional warrants that it will commence performance of the Services within thirty (30) calendar days of the date the agreement was executed and shall conform to the Completion Schedule. The time of performance is a material term of this Agreement relied on by City in entering into this Agreement.

9. City Assistance to Professional. [Intentionally Omitted]

10. Time and Personnel Devoted to Services. Professional shall devote such time and personnel to the performance of this Agreement, as is necessary to perform the Services in compliance with the Completion Schedule, Compensation Schedule, and this Agreement.

11. Performance by Qualified Personnel; No Subcontracting. Services under this Agreement shall be performed only by competent personnel under the supervision and direct employment of Professional. Professional will conform with City’s reasonable requests regarding assignment of personnel, but all personnel, including those assigned at City’s request, shall be supervised by Professional. Professional is prohibited from subcontracting this Agreement or any part of it unless such subcontracting is expressly approved by City in writing. Neither Party shall, on the basis of this Agreement, contract on behalf of, or in the name of the other Party. An agreement made in violation of this provision shall confer no rights on any Party and shall be null and void.

12. Representations of Professional. City relies upon the following representations by Professional in entering into this Agreement:

12.1. Qualifications. Professional represents that it is qualified to perform the Services provided in Exhibit A and that it possesses the necessary licenses and permits required to perform the Services or will obtain such licenses or permits prior to the time such licenses or permits are required. Professional shall also determine that all subcontractors are similarly licensed and qualified. Professional and all subcontractors shall also obtain a business license from City before they commence performance of the Services. Professional represents and warrants to City that Professional shall, at Professional's sole cost and expense, keep in effect or obtain at all times during the Term of this Agreement, any licenses, permits, and approvals which are legally required for Professional to practice Professional's profession at the time the Services are rendered.

12.2. Professional Performance. Professional represents that all Services under this Agreement shall be performed in a professional manner consistent with the professional skill and care ordinarily provided by professionals providing similar services and practicing in the same or similar locality under the same or similar circumstances (“Standard of Care”). Professional shall adhere to accepted professional standards as set forth by relevant professional associations and shall perform all Services required under this Agreement in a manner consistent with generally accepted professional customs, procedures and standards for such Services. All work or products completed by Professional shall be completed using the practices available for the profession.

Professional agrees that, if a Service is not so performed, in addition to all of its obligations under this Agreement and at law, Professional shall re-perform or replace unsatisfactory Service at no additional expense to City.

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12.3. No Waiver of Claims. The granting of any progress payment by City, or the receipt thereof by Professional, or any inspection, review, approval or oral statement by any representative of City, or state certification shall not, in any way, waive, limit, or replace any certification or approval procedures normally required or lessen the liability of Professional to re-perform or replace unsatisfactory Service, including, but not limited to, cases where the unsatisfactory character of such Service may not have been apparent or detected at the time of such payment, inspection, review or approval.

12.4. City’s Remedies are Cumulative. Nothing in this Section shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which City or Professional may have under this Agreement or any applicable law. All rights and remedies of City, whether under this Agreement or applicable law, shall be cumulative.

12.5. No Conflict of Interest. Professional represents that no conflict of interest will be created under state or federal law by entering into or in carrying out this Agreement.

13. Conformity with Law and Safety. Subject to the Standard of Care applicable to Professional’s Services, Professional shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal and local governing bodies having jurisdiction over any or all of the scope of Services, including all provisions of the Occupational Safety and Health Act of 1979 as amended, all California Occupational Safety and Health Regulations, the California Building Code, the Americans with Disabilities Act, any copyright, patent, or trademark law, and all other applicable federal, state, municipal and local safety regulations, appropriate trade association safety standards, and appropriate equipment manufacturer instructions. All Services performed by Professional must be in accordance with these laws, ordinances, codes and regulations. Professional’s intentional failure to comply with any laws, ordinances, codes, or regulations applicable to the performance of the Services hereunder shall constitute a breach of contract. In cases where standards conflict, the standard providing the highest degree of protection shall prevail.

If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Agreement, Professional shall immediately notify City's risk manager by telephone. If any accident occurs in connection with this Agreement, Professional shall promptly submit a written report to City, in such form as City may require. This report shall include the following information: (a) name and address of the injured or deceased person(s); (b) name and address of Professional's subcontractor, if any; (c) name and address of Professional's liability insurance carrier; and (d) a detailed description of the accident, including whether any of City's equipment, tools or materials were involved.

If a release of a hazardous material, substance, or waste occurs in connection with the performance of this Agreement, Professional shall immediately notify City. Professional shall not store hazardous materials or hazardous waste within City limits without a proper permit from City.

City acknowledges that Project sites have pre-existing hazardous materials and that Professional is not liable for the presences of such pre-existing hazardous materials.

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14. Contact by Professional with Project Owner or Project Applicant. Unless otherwise set forth in the Services, neither Professional nor Professional's subcontractors shall directly contact the owner of the property involved in the Project or any party who is the applicant for the Project (“Interested Party”), or an employee or contractor of an Interested Party, on any matter relating to the Project without the prior consent of the Contract Administrator. In no event shall Professional take any instructions or directions from an Interested Party on any matter pertaining to the Professional's Services to be performed for City under this Agreement.

15. Confidentiality. Professional understands and agrees that, in the performance of Services under this Agreement or in the contemplation thereof, Professional may have access to private or confidential information that may be owned or controlled by City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City (“Confidential Information”).

Professional shall not, either during or after the Term, disclose to any third party any Confidential Information without the prior written consent of City. If City gives Professional written authorization to make any such disclosure, Professional shall do so only within the limits and to the extent of that authorization. Professional may be directed or advised by the City Attorney on various matters relating to the performance of the Services on the Project or on other matters pertaining to the Project and, in such event, Professional agrees that it will treat all communications between itself, its employees and its subcontractors as being communications which are within the attorney-client privilege.

Notwithstanding the foregoing, Professional may disclose Confidential Information required to be disclosed under law, provided that, prior to disclosure, Professional shall first give notice to City and allow City to make a reasonable effort to obtain a protective order requiring that City’s Confidential Information not be disclosed. This exception is limited to the extent disclosure is required under law.

16. Excusable Delays; Notice to Other Party of Delay. Professional 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 Professional. Force Majeure does not include: (a) Professional’s financial inability to perform; or (b) Professional’s failure to obtain any necessary permits or licenses from other governmental agencieswhere such failure is due solely to the acts or omissions of the Professional.

17. Assignment Prohibited. No Party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempt or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect.

18. Suspension of Services by City. City reserves the right to suspend Professional's Services under this Agreement when City determines that it is necessary to do so. When possible, City shall give Professional notice of such suspension and Professional shall, upon receipt of said notice,

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suspend all Services except any Services, the completion of which is authorized by the notice given by City. If the Services are suspended by City for more than sixty (60) consecutive days, for reasons other than the fault of the Professional, the Professional shall be compensated for Services performed prior to notice of such suspension. When the Project is resumed, the Professional's compensation shall be equitably adjusted by City to provide for expenses incurred by the interruption of the Services. In this regard, Professional shall furnish to City such financial information that, in the judgment of the City Manager, is necessary to determine the reasonable value of the Services rendered by Professional during the period when Services were suspended.

If the Parties are unable to agree upon the amount of extra compensation which is due to Professional within thirty (30) days of Professional resuming Services, the amount of such additional compensation, if any, that is required to appropriately compensate the Professional for its expenses incurred by the interruption of Services may, upon the request of either Party, be determined by arbitration conducted in accordance with the “Arbitration of Disputes” section of this Agreement. Such arbitration shall be commenced by the Professional no later than sixty (60) calendar days following the event which entitles the Parties to pursue arbitration unless the Parties agree in writing to an extended time period for commencement of arbitration. Unless otherwise agreed in writing, all Parties shall carry on the Services and perform their duties during any arbitration proceedings, and City shall continue to make payments for the Services in progress as required by this Agreement. Notwithstanding the foregoing, if a dispute of extra compensation under this Section 18 exceeds $25,000, consultant shall have no obligation to continue its Services.

19. Ownership of Work Product. Any and all work, artwork, copy, posters, billboards, photographs, videotapes, audiotapes, systems designs, software, reports, designs, specifications, drawings, diagrams, surveys, source codes, professional or technical information or data, photographs, notes, letters, emails or any original works of authorship created by Professional or its subcontractors or subcontractors in connection with Services performed under this Agreement (“Products”) shall upon Payment for the services hereunder become the property of the City, including all copyrights in such works are the property of City. Professional may retain and use copies of such Products for reference and as documentation of its experience and capabilities.

Upon payment for the preparation of Products, all Products shall become the property of City irrespective of where located or stored, and Professional agrees to deliver all such documents and information to City, without charge and in whatever form it exists, on the completion of the Professional's Services hereunder. Professional shall have no ownership interest in such Products.

All work product of Professional under this Agreement, including written information which City will cause to be distributed for either internal or public circulation, including both preliminary and final drafts, shall be delivered to City in both printed and electronic form, or as may be specified in Exhibit A.

When this Agreement is terminated, Professional agrees to return to City all documents, drawings, photographs and other written or graphic material, however produced, that it received from City, its contractors or agents, in connection with the performance of its Services under this Agreement. All materials shall be returned in the same condition as received. Notwithstanding the

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foregoing, Professional may keep one copy of all materials Professional uses or relies upon in providing its Services.

20. Termination of Work by City for Its Convenience. City shall have the right to terminate this Agreement at any time for its convenience by giving notice of such termination to Professional.

In the event City shall give such notice of termination, Professional shall cease rendering Services upon receipt of said notice given as required in this Agreement. If City terminates this Agreement:
(a) Professional shall deliver copies of all Products prepared by it pursuant to this Agreement.
(b) If City terminates this Agreement for convenience before City issues the Notice to Proceed to Professional or before Professional commences any Services hereunder, whichever last occurs, City shall not be obligated to make any payment to Professional. If City terminates this Agreement after City has issued the Notice to Proceed to Professional and after Professional has commenced performance under this Agreement, City shall pay Professional the reasonable value of the Services rendered by Professional pursuant to this Agreement prior to termination of this Agreement. City shall not in any manner be liable for Professional's actual or projected lost profits had Professional completed the Services. Professional shall furnish to City such financial information that, in the judgment of the City Manager, is necessary to determine the reasonable value of the Services rendered by Professional prior to termination. In the event of a dispute as to the reasonable value of the Services rendered by Professional prior to termination and the Parties are unable to agree upon said amount within sixty (60) calendar days following the date of the notice of termination by City, such dispute may, upon the request of either Party, be resolved by arbitration conducted in accordance with the “Arbitration of Disputes” section of this Agreement. (c) Except as provided in this Agreement, in no event shall City be liable for costs incurred by or on behalf of Professional after the date of the notice of termination.

21. Assurance of Performance. If, at any time, City believes Professional may not be adequately performing its obligations under this Agreement or may fail to complete the Services as required by this Agreement, City may submit a written request to Professional for written assurances of performance and a plan to correct observed deficiencies in Professional's performance. Failure to provide written assurances subsequent to such written request, constitutes grounds to declare a breach under this Agreement.

22. Cancellation for Breach by Either Party. Should either Party fail to substantially perform its obligations in accordance with the provisions of this Agreement, the other Party shall thereupon have the right to cancel the Agreement by giving written notice and specifying the effective date of such cancellation.

Neither Party waives the right to recover damages against the other for breach of this Agreement, including any amount necessary to compensate City for all detriment proximately caused by Professional's failure to perform its obligations hereunder. City reserves the right to offset such damages against any payments owed to Professional.

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City shall not in any manner be liable for Professional's actual or projected lost profits had Professional completed the Services required by this Agreement.

23. Non-Discrimination. In its performance of the Services, Professional shall adhere to City’s EEO Policy which states, “The City is committed to ensuring that all qualified individuals have a full and fair opportunity to compete in all phase of the hiring process and promotion, and to enjoy the benefits of employment with the City. All employees and applicants shall receive equal consideration and treatment in employment without regard to race, color, religion, gender, sexual orientation, national origin, age, disability, genetic information, marital status, amnesty, or status as a covered veteran in accordance with applicable federal or state statutes, the City’s ordinances, resolutions, rules or regulations.”
In addition, all agreements with sub-contractors will include language as required by the Office of Federal Contract Compliance Programs (OFCCP) that requires sub-contractors to maintain equal employment opportunity policies, and, as necessary, affirmative action policies.

24. Arbitration of Disputes. All claims, disputes, and other matters in question between City and Professional arising out of or relating to this Agreement or the breach thereof, including claims of Professional for extra compensation for Services related to the Project, shall be decided by arbitration before a single arbitrator in accordance with the provisions of Sections 1281 to 1284.2 of the California Code of Civil Procedure (the “Arbitration Laws”) unless the Parties mutually agree otherwise. The provisions of Section 1283.05 of the Arbitration Laws apply to any arbitration proceeding except as otherwise provided in this Agreement. The arbitrator shall have authority to decide all issues between the Parties including, but not limited to, claims for extras, delay and liquidated damages, if any, provided for in this Agreement, matters involving defects in the work product of the Professional, rights to payment, and whether the necessary procedures for arbitration have been followed. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

Notice of the demand for arbitration shall be filed in writing with the other Party. The demand for arbitration shall be made within a reasonable time after the claim, dispute, or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitation.

The Parties shall jointly appoint an arbitrator within fifteen (15) calendar days of the date of giving of the notice of the demand for arbitration. If the Parties are unable to jointly agree upon the appointment of an arbitrator within said fifteen (15) calendar day period, and do not agree in writing to extend said period for a fixed period, then either Party may seek to have the arbitrator appointed by the Superior Court of Stanislaus County in accordance with the Arbitration Laws.

If any proceeding is brought to contest the right to arbitrate and it is determined that such right exists, the losing Party shall pay all costs and attorneys' fees incurred by the prevailing party.

In addition to the other rules of law which may be applicable to any arbitration hereunder, the following shall apply:

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(a) Promptly upon the filing of the arbitration, each Party shall be required to set forth in writing and to serve upon each other Party a detailed statement of its contentions of fact and law.
(b) All parties to the arbitration shall be entitled to the discovery procedures as provided in Section 1283.05 of the California Code of Civil Procedure. (c) The arbitration shall be commenced and conducted as expeditiously as possible consistent with affording reasonable discovery as provided herein. (d) These additional rules shall be implemented and applied by the arbitrator.

The costs of arbitration shall be borne by the Parties as determined by the arbitrator, but each Party shall bear its own attorney's fees associated with the dispute with the other Party and to the arbitration.

25. Insurance Coverage. During the Term, the Professional, at its own cost and expense, shall maintain in full force and effect policies of insurance set forth herein, which shall be placed with insurers with a current A M Best’s rating of no less than A-:VII and will provide City with written proof of said insurance. Professional shall maintain coverage as follows:

25.1. Commercial General Liability. Professional shall carry commercial general liability insurance with coverage at least as broad as Insurance Services Office (ISO) form CG 00 01, in the amount of no less than Two Million Dollars ($2,000,000.00) per occurrence, Four Million Dollars ($4,000,000.00) general aggregate, and Two Million Dollars ($2,000,000.00) products and completed operations for bodily injury, personal injury, and property damage. If commercial general liability insurance or another form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Project or the general aggregate shall be Four Million Dollars ($4,000,000.00).

25.2. Workers’ Compensation Insurance and Employer's Liability. Professional 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.

25.3. Professional Liability. Professional shall carry professional liability insurance that insures against professional errors and omissions that may be made in performing professional services in the amount of no less than Two Million Dollars ($2,000,000.00) per claim and in the aggregate. Any deductibles or self-insured retentions must be declared to and approved by City.

At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to City, its elected and appointed councils, commissions, directors, officers, employees, agents, and representatives (“City’s Agents”); or the Professional shall provide a

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financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claims administration and defense expenses.

25.4. Commercial Automobile Liability. Professional shall carry commercial automobile liability insurance using ISO Business Auto Coverage form CA 00 01 (or equivalent) in the amount of no less than Two Million Dollars ($2,000,000.00) or greater per accident for owned, leased, hired, and non-owned, borrowed automobiles.

25.5. Umbrella or Excess Policy. Professional 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 insurance coverage or policies maintained by the City (“Additional Insured”), whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Professional’s primary and excess liability policies are exhausted.

25.6. 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 this waiver of subrogation.

26. Additional Insurance Requirements. Within five (5) days of the Effective Date, Professional 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 Professional shall be responsible for providing updated copies. City shall be notified of any reduction in insurance coverage within three (3) business days and such reductions shall constitute a breach under this Agreement. 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 or allowed to expire, without at least thirty (30) days’ prior written notice to City of such cancellation or expiration, and each policy shall be endorsed to state such; (b) except for professional liability insurance, 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 Professional and shall be endorsed to state such; (c) cover products and completed operations of Professional, premises owned, occupied, or used by the Professional, or automobiles owned, leased, or hired or borrowed by the Professional; 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 Professional’s insurance and shall not contribute to it; (e) contain standard separation

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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.

27. Indemnification by Professional. To the fullest extent permitted by law, Professional shall indemnify and hold harmless City and City’s employees and officers from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of Professional or its subconsultants), expense and liability of every kind, nature and description that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Professional, or anyone for whom Professional is legally liable (collectively “Liabilities”). Such obligations to defend, hold harmless and indemnify City and City’s employees and officers shall not apply to the extent that such Liabilities are caused by the negligence, active negligence, reckless or willful misconduct of City, or City’s employees or officers, or any third party for whom Professional is not legally liable. Professional shall have no duty to hire counsel to defend the City or its employees or officers, but at the time of any settlement or adjudication of any Liabilities the Professional shall pay as damages to City all reasonable attorney's fees and costs incurred by City to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Professional in the performance of its Services. The obligations under this Section 27 shall be governed by California Civil Code 2782.8 and shall survive the term of this Agreement.

28. Liability of Parties. Notwithstanding any other provision of this Agreement, in no event shall either Party be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with this Agreement or the Services performed in connection with this Agreement.

29. Independent Contractor. At all times during the Term, Professional shall be deemed to be an independent contractor and shall be wholly responsible for the manner in which Professional performs the Services required under this Agreement. Professional shall be liable for its acts and omissions and those of its employees, contractors, subcontractors, representatives, volunteers, and its agents. Nothing contained herein shall be construed as creating an employment, agency or partnership relationship between City and Professional. City shall have the right to control Professional only insofar as the result of Professional’s Services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Professional accomplishes Services rendered pursuant to this Agreement.

30. Professional Not Agent. Except as City may specify in writing, Professional shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent.

Professional shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

31. Payment of Taxes and Other Expenses. Payment of any taxes, including California sales and use taxes, levied upon this Agreement, the transaction, or the Services or goods delivered pursuant hereto, shall be the obligation of Professional.

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32. Notices. All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Any Party hereto may at any time, by giving ten (10) days’ written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below.

If to City: City of Turlock
Attn: Christopher Fisher
156 S. Broadway, Suite 270
Turlock, California 95380
With courtesy copies to: City of Turlock, City Attorney’s Office Attn: George A. Petrulakis, City Attorney
156 S. Broadway, Suite 230
Turlock, California 95380-5456
If to Professional: EKI Environment & Water, Inc.

Attn: Michael Steiger
2001 Junipero Serra Blvd, Suite 300
Daly City, CA 94014

33. City Contract Administrator. City’s contract administrator and contact person for this Agreement is:

Juan Tejeda
Regulatory Affairs Manager
156 S. Broadway, Suite 270
Turlock, California 95380
Telephone: (209) 668-5590, ext. 4457
E-mail: [email protected]

34. Interpretation. As used herein, any gender includes each other gender, the singular includes the plural and vice versa.

35. Use of City Project Number. Professional or its subcontractors agree to use the aforementioned City project number on all maps, drawings, submittals, billing, and written correspondence that involve City staff or contracted consultants. Nothing in this Section shall preclude Professional or its subcontractors from using their own project numbers for their own internal use.

36. 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.

37. 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

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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.

38. Assignment. No Party to this Agreement shall assign, transfer, or otherwise dispose of this Agreement, in whole or in part, to any individual, firm, or corporation without the prior written consent of the other Party. Subject to the forgoing provisions, this Agreement shall be binding upon, and inure to the benefit of, the respective successors and assigns of the Parties hereto.

39. 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.

40. Drafting and Ambiguities. Each Party acknowledges that it has reviewed this Agreement with its own legal counsel, and based upon the advice of that counsel, freely entered into this Agreement. Each Party has participated fully in the review and revision of this Agreement. Any rule of construction that ambiguities are to be resolved against the drafting Party does not apply in interpreting this Agreement.

41. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of California.

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

43. Severability. 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.

44. Execution and Counterparts. This Agreement may be executed 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.

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45. Audit. City shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Professional’s charges to City under this Agreement.

46. Entire Agreement. This Agreement, together with its specific 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.

47. 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.

48. Mandatory and Permissive. “Shall” and “will” and “agrees” are mandatory. “May” and “can” are permissive.

49. 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.

50. Headings. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

51. 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.

52. Necessary Acts and Further Assurances. 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.

53. Time is of the Essence. Time is of the essence in this Agreement for each covenant and term of a condition herein.

54. Services during Construction. Any Services, including testing or construction observation, provided by Professional, during construction of facilities designed by the Professional or others, is for the purpose of reviewing the construction contractor’s general compliance only with the functional provisions of the construction documents including project specifications and drawings. The Professional shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with any construction contractors’ work, nor shall the Professional be responsible for a contractor’s failure to perform the work in accordance with

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the requirements of the construction documents. The Professional shall be only responsible for the Professional’s negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of contractors or of any other persons or entities performing portions of the work. City agrees that in accordance with generally accepted construction practices, the independent construction contractor(s) selected by City will be required to assume sole and complete responsibility for jobsite conditions during the course of construction of the project, including safety of all persons and property, and that this responsibility shall be continuous and not be limited to normal working hours. Professional’s Services during construction shall not be construed to waive or otherwise relieve any contractor or subcontractor of their contractual obligations.

55. Cost Estimates. Any statements of estimated construction costs or future operation and maintenance costs furnished by Professional represent the Professional’s judgment as a design professional. However, neither City nor Professional has control over the fluctuations in construction costs, a contractor’s methods of determining bid prices, market and bidding conditions, and other factors. Accordingly, Professional does not guarantee or warrant that the bids or negotiated prices, or future operation and maintenance costs, will not vary from any estimated costs provided by Professional or from City’s budget for the project.

56. Existing Conditions.
(a) Hazardous Materials. City shall furnish, or cause to be furnished to Professional, all documents and information known to City that relate to the identity, location, quantity, nature, or characteristics of any asbestos, PCBs, or any other hazardous materials, substances or waste at, on, under, or near the site. In addition, City will furnish or cause to be furnished such reports, data, studies, plans, specifications, documents and other information on surface or subsurface site conditions, e.g., underground tanks, pipelines and buried utilities, required for proper performance of Professional’s Services.

City acknowledges that Professional and its subconsultants and subcontractors have played no part in the creation of any hazardous waste or materials, pollution sources, nuisance, or chemical or industrial disposal problems that may exist at or near the project site, and that Professional shall have no liability for such preexisting conditions. City acknowledges that Professional has been retained for the sole purpose of assisting the City in assessing any problem which may exist at the site, and in assisting the City in formulating a remedial program, if such is within the Scope of Services that Professional has assumed.

City recognizes that while necessary for investigations, commonly used exploration methods, such as drilling borings or installation of monitoring wells, involve an inherent risk. These exploration methods may penetrate through contaminated material and serve as a connecting passageway between the contaminated material and an uncontaminated aquifer or groundwater, possibly inducing cross contamination. While back-filling with grout, or other means, according to currently accepted practices, is intended to provide a seal against such passageway, it is recognized that such a seal may be imperfect and that there is an inherent risk in drilling borings or performing other exploration methods at a hazardous waste site. Therefore, City agrees that Professional shall have no liability for claims of cross contamination arising out of any investigation of problems at or near the

CITY CONTRACT NO. 2025-190 17
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project site. This limitation shall not apply to cross contamination arising from Professional’s negligence, willful misconduct, or failure to follow current Stanislaus County Guidelines for monitoring wells and geotechnical borings and the California Department of Water Resources Bulletins 74-81 and 74-90 .

The City recognizes and agrees that Professional has assumed responsibility only for making the investigations, reports and recommendations to the City included within the Scope of Services. The responsibility for making any disclosures or reports to any third party and for the taking of corrective, remedial, or mitigation action shall be solely that of the City.
(b) Utilities and Subsurface Conflicts. Prior to initiation of subsurface investigations, including but not limited to boreholes, probes, trenches, or subsurface sample collection, City will provide Professional with available information, drawings, and maps regarding potential underground utilities, other potential subsurface conflicts, and overhead conflicts in the proposed areas of investigation. If City is not the property owner, City will contact the property owner and request such information. Professional will clear the proposed investigation locations for buried utilities by obtaining the services of a utility locating company. Professional will make reasonable efforts to identify and to avoid damage to disclosed or visually-identified utilities that may exist within the areas of investigation.

Professional shall not be liable for damages to persons or property, including the cost to repair, that arise solely from the presence of undisclosed, unknown, or inaccurately located utilities or other subsurface structures, provided Professional has exercised reasonable care in planning and conducting the investigation.

57. Disposal of Contaminated Material. City understands and agrees that Professional is not, and has no responsibility as, a generator, operator, treater, storer, transporter or disposer of hazardous materials or toxic substances found or identified at or near the project site, including investigation-derived waste. City shall undertake or arrange for handling, removal, treatment, storage, transportation, and disposal or reuse of such materials. Arrangements and final decisions regarding disposal and/or treatment of hazardous material shall be the sole responsibility of City.

Professional’s responsibilities shall be limited to assisting City with its appropriate arrangements, if authorized by City. Nothing herein shall relieve Professional from complying with applicable legal requirements in the performance of its services, including those related to the proper characterization and management of investigation-dervied wastes generated during its activities. [Signatures on Following Page]

CITY CONTRACT NO. 2025-190 18
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by and through their respective officers thereunto duly authorized.

PROFESSIONAL
EKI Environment & Water, Inc., a
California corporation
By:

Print Name:

Title:

Date
CITY OF TURLOCK, a California
municipal corporation
By:

Susan Borrego, Interim City Manager
Date:

APPROVED AS TO SUFFICIENCY:

By:

Christopher Fisher, Municipal Services Department
APPROVED AS TO FORM:

By:

George A. Petrulakis, City Attorney
ATTEST:

By:

Nichole Fiez, City Clerk

EKI C50010.00 | 30 April 2025

EXHIBIT A
Environmental, Right of
Way, and Design Services
for Downtown PCE
Remediation City Project
No. 24-003

City of Turlock
Environmental, Right of Way, and Design Services
For Downtown PCE Remediation
1 SCOPE OF SERVICES
The Scope of Services described herein includes activities that EKI anticipates will be performed in Years 1 through 3 of the Project. As requested in the City’s Request for Proposal (RFP), EKI will provide all services noted in the Proposition 1 Funding Agreement No. D2312544 (Funding Agreement) that occur in Years 1 through 3, except those listed in the RFP to be performed by City Staff. To fully align the Scope of Services with the preferred remedy, RFP, and Funding Agreement, we include only the scope items specifically identified in the RFP and Funding Agreement anticipated in Years 1 through 3. Where pertinent, we provide additional details, and clarifications based on our understanding of the Project and our experience with similar projects. Task details stated in the Funding Agreement and RFP are incorporated herein by reference as needed. EKI’s Scope of Services is presented in bullet point format below.

EKI will engage a team of trusted subconsultants to complete portions of the work alongside EKI staff, including:

1. CEQA Services: Environmental Science Associates
(ESA)

2. Land Appraisal and Right of Way Acquisition
Services: Epic Land Solutions, Inc. (Epic) and Kidder
Mathews (Kidder)

3. Survey Engineering: Westwood Professional
Services (Westwood)

4. Structural and Electrical Engineering: TJC and
Associates, Inc. (TJCAA)

5. Communications and Public Outreach: Craig
Communications (Craig)
Task 1: Enter Contract and Provide Required Documentation Specified in Sample Agreement EKI will provide the documentation specified in the Sample Agreement, including Certificates of Insurance, within two weeks of approval of the Agreement by the City Council. This task will be performed at no expense to the City.

Task 2: Obtain City Business License
EKI will obtain a City Business License at no expense to the City.

Task 3: Utilize Web Based Document Software
EKI will utilize the City’s Virtual Project Manager (VPM) for sharing and reviewing all electronic deliverables, including meeting agendas and minutes, draft and final supporting documents (appraisals, lab reports, survey data), and draft and final design plans and specifications. VPM will be used for all tasks and no fees will be charged for this task.

Task 4: Provide Services Noted in Proposition 1 Funding Agreement No. D2312544 Subtask 4.1 - Prepare and Maintain Project Schedule
• Prepare Project schedule in Microsoft Project with key Project milestones for review by the City and submittal to the State Water Resources Control Board (SWRCB) Project Manager, in accordance with Funding Agreement Exhibit A Part A.2(a)(3).

Deliverables: Milestones: Assumptions:

Project schedule in Microsoft
Project and PDF formats
Initial schedule, quarterly
updates
Project schedule will be updated quarterly
for Years 1 through 3
Subtask 4.2 - Organize and Meet with Technical Advisory Committee • Identify and establish Technical Advisory Committee (TAC) in accordance with Funding Agreement Exhibit A Part A.2(d).

City of Turlock
Environmental, Right of Way, and Design Services
For Downtown PCE Remediation
2 • Meet quarterly through design phase and at key times during construction, including when there are substantial design changes, to review as-built drawings, and to review operation and maintenance documents.

Prepare and circulate agendas and meeting minutes.

Deliverables: Milestones: Assumptions:

Meeting agendas,
meeting minutes
Establish TAC,
quarterly
meetings
 Meetings are up to 1 hour long and held via video conference.  TAC will meet quarterly during design phase and semi-annually following design phase in Years 1 through 3.

Subtask 4.3 - Organize and Meet with Stakeholder Advisory Group • Identify and establish Stakeholder Advisory Group (SAG) in accordance with Funding Agreement Exhibit A Part A.2(e), with assistance from Craig.
• Meet quarterly through design phase and at key times during construction, including if there are substantial design changes that may impact Project stakeholders. Prepare and circulate agendas and meeting minutes.

Deliverables: Milestones: Assumptions:

Meeting agendas,
meeting minutes
Establish SAG,
quarterly
meetings
 Meetings are up to 1 hour long and held via video conference.  SAG will meet quarterly during design phase and semi-annually following design phase in Years 1 through 3.
 Craig’s support and attendance is not needed for SAG meetings.

Subtask 4.4 - Perform Public Outreach
• Retain Craig to develop a Key Stakeholder List and perform stakeholder mapping. • In accordance with Funding Agreement Exhibit A Part A.2(h), Craig, working with the City’s social media team, will develop a social media content calendar that identifies planned social media posts to align with Project milestones. Craig will work with the City to prepare social media content and assist the City in posting as necessary.
• In accordance with Funding Agreement Exhibit A Part A.2(h), EKI will retain Craig to develop outreach materials including up to three (3) public fact sheets and/or work notices at key Project milestones such as at Project design commencement, prior to a public meeting, and construction commencement. Craig will distribute the fact sheets and/or work notices to the community. • In accordance with Funding Agreement Exhibit A Part A.2(h), EKI will retain Craig to organize, prepare materials for, and conduct one (1) in person public workshop for stakeholders.

Deliverables: Assumptions:
 Key Stakeholder List, including contact names, organization names, addresses, phone numbers, and email addresses.
 Up to 16 social media posts.
 Up to three (3) fact sheets and/or work notices.
 Agenda, invitations, flyers, presentation materials,
photographs, and sign-in sheet for one (1) public workshop.  Fact sheets/work notices will be
distributed in English and Spanish.
 EKI and Craig will participate in one (1)
virtual public workshop dry run with City
staff.

Subtask 4.5 - Prepare Monitoring and Reporting Plan
• Prepare a Monitoring and Report Plan (MRP) that includes a Monitoring Plan (MP) and Project Assessment and Evaluation Plan (PAEP) in accordance Funding Agreement Exhibit A Part A.2(b)(2). • MP will include purpose, Project area map and description, sampling plan, and field procedures. • PAEP will include information regarding the assessment, evaluation, and reporting required for the Project.

Deliverables: Milestones: Assumptions:

City of Turlock
Environmental, Right of Way, and Design Services
For Downtown PCE Remediation
3 MRP, including MP
and PAEP in one
document
Draft deliverable to
TAC, final deliverable
to SWRCB Project
Manager
 EKI will prepare two (2) revised versions of the MRP, once following one round of comments from the TAC and once
following one round of comments from the SWRCB Project
Manager
 MRP will exclude monitoring and reporting requirements for the drinking water supply wells and treatment systems and pertains to source area groundwater extraction and
treatment systems and soil vapor extraction systems only Subtask 4.6 - Prepare Quality Assurance Project Plan
• Prepare Quality Assurance Project Plan (QAPP) in accordance with United States Environmental Protection Agency (U.S. EPA) QAPP guidance documents and Funding Agreement Exhibit A Part (b)(4).

Deliverables: Milestones: Assumptions:

QAPP Draft deliverable to
TAC, final deliverable
to SWRCB Project
Manager
 EKI will prepare two (2) revised versions of the QAPP, once following one round of comments from the TAC and once
following one round of comments from the SWRCB Project
Manager
Subtask 4.7 - Prepare Work Plan for Installation and Sampling of Passive Soil Vapor Probes • Prepare Work Plan for installation and sampling of up to 40 passive soil vapor probes (SVPs). • SVPs will be located within the four (4) Cleanup Action Areas (CAAs). • Work Plan will specify SVP design, sampling methodology, and planned locations.

Deliverables: Milestones: Assumptions:

Work Plan Draft deliverable to
TAC, final deliverable
to SWRCB Project
Manager
 EKI will prepare two revised versions of the Work Plan, one following the initial round of comments from the TAC, and the other following one round of comments from the
SWRCB Project Manager
Subtask 4.8 - Prepare Plans and Specifications for Drilling, Construction, and Testing of Two Drinking Water Production Wells, Three Source Zone Groundwater Extraction Wells, Replacement of Extraction Well EW-1, and Four Monitoring Wells
• Retain Westwood to perform topographic site surveys of the two properties acquired for siting of the two new drinking water production wells and wellhead treatment systems. Westwood will perform a topographic survey of hardscape and softscape, including grade breaks, high points, low points, and key features.

Westwood will locate site utilities based on available as-built records, markings, and maps from agencies. • Prepare a single bid package that includes the following:
• Two (2) drinking water wells based on test well reports, siting report, and property acquisition completed under Tasks 5, 7, and 8.
• Two (2) skid mounted pressure-filter type well head treatment systems (one for each drinking water well). • Three (3) source groundwater extraction wells.
• Replacement of extraction well EW-1R.
• Four (4) groundwater monitoring wells.
• Overall, it is anticipated that we will prepare up to 45 design drawings, including title sheet, abbreviations/legend sheet, general notes, construction BMPs, site plans, yard piping plans, well casing details, wellhead completion details, treatment pad layouts, piping and instrumentation diagrams, well casing details, civil sections/details, mechanical plans/sections/details, structural plans/sections/details, and electrical plans/sections/details. Electrical and structural design will be prepared by TJCAA.

City of Turlock
Environmental, Right of Way, and Design Services
For Downtown PCE Remediation
4 • Specification package for all components (technical and front end).

Deliverables:
 30%, 60%, 100%, and Bid Set design packages.

Assumptions
 EKI will provide draft deliverables to the TAC for comment, followed by final deliverables to the SWRCB.  Design will take place in Years 1 and 2.
 Design review meetings with TAC, SAG, and City are included in other subtasks.  EKI assumes that wellhead treatment will be required for removal of tetrachloroethene (PCE) only and consist of skid-mounted pressure filters (e.g., activated carbon filters), monitoring equipment (e.g., flow meters, pressure indicators, water quality analyzers, etc.) and chlorination equipment. No backwash or storage tanks (and associated pumps) are assumed to be needed.  EKI assumes that wellhead treatment for remedial groundwater extraction wells will not be required to meet sanitary sewer discharge standards. If the results of groundwater monitoring in the vicinity of planned groundwater extraction wells and/or the discharge permitting process indicate that wellhead treatment is necessary, wellhead treatment design can be performed under separate scope of work.  Design documents will be based on the City standard front end, technical specifications, and details, with EKI and its subconsultants preparing additional technical specifications and details, as necessary.  Wellhead piping, process and controls, and equipment specifications are assumed to be typical for all extraction wells (sizing may vary).
 Well logs, testing data, and maintenance and production records are available for existing extraction and production wells.
 Preliminary well design schematics will be based on existing well logs (as available). Final design of each well will be based on the geologic and geophysical data obtained during drilling, and the results of any zone testing performed.
 System controls for drinking water wells will have provisions to communicate with the City’s central SCADA system. PLC programming, SCADA configuration, and commissioning will be by others.  Minor coordination with Pacific Gas & Electric to obtain electrical service for new extraction wells. Existing electrical service to EW-1R is assumed to be adequate.
 Design of structures, canopies, lighting, generators, special systems, and cybersecurity not included.

Power system studies not included.
 Geotechnical information is available; otherwise, structural design will be to minimum code requirements.  As-builts for existing utilities are available. Scope does not include utility locating surveys.  Deferred submittal for pipe supports by contractor.
 Topographic survey deliverables will be based on the NAD83 horizontal datum and the NAVD88 vertical datum using City benchmarks.
 Survey scope does not include mapping of small trees, shrubs, or other minor vegetation. Does not include mapping of inaccessible areas. Does not include survey monument preservation as defined and required by Section 8771 of the Professional Land Surveyor’s Act.  Properties acquired for construction of drinking water production wells and wellhead treatment systems are similar in size and complexity to the property north of the City’s D Street Tank Site.  City will prepare bid documents other than design Bid Set and administer bid process.

Subtask 4.9 - Prepare Plans and Specifications for Four Soil Vapor Extraction and Air Sparging Systems • Prepare four (4) soil vapor extraction (SVE), air sparging, and treatment system designs. • Prepare up to 27 plan sheets, including title sheet, abbreviations sheet, general notes/legend sheet, BMPs, site plans, piping and instrumentation diagrams, civil sections/details, mechanical plans/sections/details, and electrical plans/sections/details. Electrical design will be performed by TJCAA.

City of Turlock
Environmental, Right of Way, and Design Services
For Downtown PCE Remediation
5 • Prepare specification package (technical and front end).

Deliverables:
 30%, 60%, 100%, and Bid Set design packages.

Assumptions
 EKI will provide draft deliverables to the TAC for comment, followed by final deliverables to the SWRCB.  Pilot testing is not included. If initial pilot testing is determined to be warranted following preparation of the basis of design, EKI will design and perform pilot testing under a separate scope of work.  Design will take place in Years 1 and 2.
 Design review meetings with TAC, SAG, and City are included in other tasks.  Design documents will be based on the City standard front end, technical specifications, and details, with EKI preparing additional technical specifications and details, as necessary.  Wellhead piping, process and controls, and equipment specifications are assumed to be typical for all SVE and air sparging wells and treatment systems (sizing may vary).  Minor coordination with Pacific Gas & Electric to obtain electrical service.  Design of structures, pads, canopies, lighting, generators, special systems, and cybersecurity not included.

Power system studies not included.
 As-builts for existing utilities are available. Scope does not include utility surveys.  Deferred submittal for equipment and pipe supports by contractor.  City will prepare bid documents other than design Bid Set and administer bid process.

Subtask 4.10 - Permitting Soil Vapor Extraction Systems, Groundwater Extraction Wells, and Drinking Water Production Wells
• Prepare and submit permit application(s) for discharge of untreated groundwater from three (3) source groundwater extraction wells to the City sanitary sewer system. • Prepare and submit to SWRCB Division of Drinking Water (DDW) a drinking water permit amendment application for adding the two (2) new drinking water production wells to the City system. Application will include well as-built information, Drinking Water Source Assessments for the wells, catalog descriptions and information of the products and equipment used for well construction and equipping (e.g., NSF-61 certifications), and photographs documenting the installed infrastructure. • Prepare and submit Authority to Construct applications for four (4) SVE systems under the San Joaquin Valley Air Pollution Control District (SJVAPCD).

Deliverables: Assumptions:
 City sanitary sewer discharge
permit applications for
discharges from three (3)
groundwater extraction
wells
 SWRCB permit applications
for two (2) drinking water
wells
 SJVAPCD Authority to
Construct applications for
four (4) SVE systems
 Permitting will take place in 2027.
 Pretreatment of extracted groundwater from remediation wells prior to discharge to the sanitary sewer will not be required by the City.  Level of effort to prepare and submit permit applications for discharge of untreated groundwater to the sanitary sewer will be no more than 20 hours of staff time.
 Level of effort to prepare and submit permit applications for discharge of treated groundwater to the sanitary sewer will be no more than 60 hours of staff time.
 Permit fees will be paid directly by the City.
 Discharge permitting for EW-1 is in place; an application is not required.  Construction permitting will be performed by contractor or others.

City of Turlock
Environmental, Right of Way, and Design Services
For Downtown PCE Remediation
6 Subtask 4.11 - Implement Monitoring and Reporting Plan Implementation of the Monitoring and Reporting Plan not included in this Scope of Services since it is anticipated to occur after Year 3. Implementation of the Monitoring and Reporting Plan can be included in a separate future scope.

Subtask 4.12 - Prepare Operations and Maintenance Plans • Prepare Operations and Maintenance (O&M) Plans in accordance with Funding Agreement Part A.2(i)(5).

O&M In addition to requirements of the Funding Agreement, O&M Plans will include a description of installed equipment and facilities including model and sizing information, startup procedures, operations plan, inspection and monitoring procedures, sampling procedures, maintenance procedures, permit conditions, notification requirements, and reporting requirements.

Deliverables: Assumptions:
 O&M Plan for SVE systems, including Testing and Startup Plan  O&M Plan for groundwater extraction wells, including Testing and Startup Plan
 O&M Plan for drinking water wells and treatment systems, including Testing and Startup Plan and Groundwater Extraction Pumping Plan.
 Revision of each plan following one
round of review by TAC; second
revision following review by SWRCB.
 Plans will be prepared in 2027.

Subtask 4.13 - Prepare Progress Reports
• Prepare quarterly progress reports for transmittal to the SWRCB Project Manager in accordance with Funding Agreement Part A.3 in Years 1 through 3. Reports will include a brief description of activities that have occurred associated with the Funding Agreement, milestones achieved, monitoring results (if applicable), and any problems encountered in the performance of the work.

Deliverables: Assumptions:
 Quarterly Progress Reports  Revision following one round of review by TAC.  Progress reports are minor in scope.

Subtask 4.14 - Prepare Operational Reports
Preparation of Operational Reports is not included in this Scope of Services since it is anticipated to occur after Year 3. Preparation of Operational Reports can be included in a separate future scope.

Subtask 4.15 - Prepare Final Report
Preparation of the Final Report is not included in this Scope of Services since it is anticipated to occur after Year

3. Preparation of the Final Report can be included in a separate future scope.

Subtask 4.16 - Prepare As-Needed Reports
• Prepare As-Needed Reports in accordance with Funding Agreement Part A.4.

Deliverables: Assumptions:

As-Needed Reports The scope required for as-needed reports is unknown; for the purposes of estimating, EKI assumes that two (2) As-Needed Reports will be prepared in Years 1 through 3.

City of Turlock
Environmental, Right of Way, and Design Services
For Downtown PCE Remediation
7 Subtask 4.17 - Perform Survey of Installed Improvements and Submit Global Positioning System (GPS) Information and Survey Data to SWRCB
• EKI will retain Westwood to perform as-built surveys of installed improvements including soil vapor probes, groundwater monitoring wells, soil vapor extraction well and system components, and groundwater extraction well components.
• EKI and Westwood will transmit survey records to SWRCB in accordance with Funding Agreement Exhibit A Part A.2(b)(1).

Deliverables: Assumptions:
 As-built survey basemap drawings in
AutoCAD Civil 3D and PDF
 Surveying of as-built improvements will require up to six (6) days of field time for Westwood personnel.

Task 5: Review the D Street Site Test Hole Report
Subtask 5.1 - Review Test Hole and Evaluation Report and Prepare TM • Review the 2024 Downtown PCE Groundwater Remediation Test Hole and Evaluation Report (D Street Test Report) and the zone testing results; evaluate water production potential, cost implications, and potential constraints such as logistics, site layout, water quality and treatment needs, mixing between zones, and blending with other water prior to discharge to the water distribution system. • Perform a cost-risk benefit analysis considering these factors.

Deliverables: Assumptions:
 Technical Memorandum (TM) summarizing
review of the D Street test hole report with a
cost-benefit risk analysis.
 Report review and preparation of the TM with
cost-benefit risk analysis will take up to 40 hours of EKI staff time.

Subtask 5.2 - Perform Test Borehole Evaluation at One (1) Location1 • Plan the drilling, testing, and destruction of one 480-feet deep zone-testing borehole at a location to be determined in consultation with the City. Note that the City is assumed to prepare bid specifications and plans for the test borehole, and to conduct the bidding and selection process. • Perform background research and data review and assess potential drilling, groundwater quality, and well operational issues associated with the proposed location. • Prepare for and participate in a pre-construction meeting with the City and drilling contractor to review roles and responsibilities, submittal review, Project health and safety, and specific site considerations (operational constraints, utilities, water source, staging areas, proximity to neighbors, noise management, management of produced water, drilling mud, cuttings, sediments);
• Provide construction observation services during drilling of a test borehole to approximately 480 feet below ground surface.
• Prepare geologic classification log and rock-chip tray record based on direct observation of cutting materials and submit of up to 10 samples for mechanical grading sieve analysis. • Review geophysical logging and analyze resulting data. 1 Preliminary review of available public data from the California Department of Water Resources (DWR) suggests the potential for productive aquifer units to exist locally at depths up to 820 feet below ground surface (ft bgs). Well construction reports for the area indicate that although most production wells are less than 500 ft deep, at least 11 agricultural supply wells in the Turlock area are over 500 feet deep, with a maximum depth of 820 ft bgs. Additional information from the 2024 revision of the Turlock Subbasin Groundwater Sustainability Plan (GSP) maps the base of freshwater in the Turlock Subbasin at an elevation of -750 to -800 feet below mean sea level (ft msl) under the City of Turlock, which corresponds to about 850 to 900 ft bgs. Based on these data, the City may wish to extend the target depth of the exploration borehole to at least 700 ft bgs, to identify potentially productive freshwater aquifer units at depth.

City of Turlock
Environmental, Right of Way, and Design Services
For Downtown PCE Remediation
8 • Select up to five (5) depth intervals for zone testing based on the results of geophysical and geologic logs, plus grain-size distribution data from sampling, as available. • Monitor groundwater production, temperature, pH, electrical conductivity, sand production, and turbidity during well development and zone testing.
• Collect groundwater samples from up to five (5) zones and submit samples to a California-certified analytical laboratory to be analyzed for the same constituents listed in the D Street Test Report. • Prepare for and participate in up to two (2) progress meetings including (a) after the pilot borehole is drilled and (b) after zone testing and sampling is completed.
• Review and analyze drilling, geophysical, testing, and water quality results. • Prepare test borehole hydrogeologic evaluation report.

Deliverables:
 Zone Testing Program Design
 Test Borehole Hydrogeologic Evaluation Report
Assumptions
 The general scope (depth, screened intervals, zone testing, geophysical logging) is assumed to be similar to the D Street test borehole.
 Kick-off and progress meetings are held by video conference.  The drilling contractor will need approximately 4 days to mobilize, prepare the site (e.g. with temporary fencing and sound walls for noise abatement), and set up equipment and materials for drilling. EKI will not be onsite during this phase of work.
 Drilling permit and utility screening will be completed by driller.  Assume pilot hole drilling rate of approximately 100 feet per day, so pilot borehole drilling will take approximately 5 days to complete, assuming the total exploration depth is 480 feet below ground surface.  Geophysical logging will take less than one day to complete. EKI will not be onsite during geophysical logging.
 Zone testing will take approximately 16 hours per zone to complete on average (seven to eight days total).

EKI will be onsite during zone testing.
 Borehole destruction and grouting, site cleanup, and demobilization will take approximately 4 days to complete. EKI will not be onsite during this phase of work.  Water quality samples will be analyzed on a standard 10-day turn-around time Task 6: Complete CEQA Analysis and Studies
The scope of services for California Environmental Quality Act (CEQA) analysis and studies will be performed by ESA. ESA will participate in up to one in-person and three virtual meetings throughout the CEQA process described in the subtasks below.

Subtask 6.1 - Project Initiation
 Retain ESA to lead a Project Initiation kickoff meeting with the City and EKI to confirm key issues related to the development of an Initial Study/Mitigated Negative Declaration (IS/MND), collect additional background information, discuss roles and responsibilities of the Project Team and communication procedures, and confirm ESA’s scope of work and the Project schedule. Outstanding information needs will be discussed, with a follow-up Request for Information (RFI provided after the meeting.

Deliverables: Assumptions:
 Meeting agenda and
minutes
 RFI
 An IS/MND will be the appropriate document to satisfy the City’s need to comply with CEQA.

City of Turlock
Environmental, Right of Way, and Design Services
For Downtown PCE Remediation
9 Subtask 6.2 - Prepare IS/MND Project Description
 Retain ESA to prepare a detailed Project Description that will explain the Project, the site and regional location (as well as the Project components), and the Project objectives. It will be based on the information collected during Project Initiation, including the RFI.
 ESA will provide an electronic copy of the draft Project Description to the City and EKI for review.  Based on one round of consolidated comments provided by the City and EKI in track change format on the draft Project Description, ESA will revise and finalize the Project Description for use in the IS/MND.

Deliverables:
 Draft and Final Project Description
Subtask 6.3 - Prepare Public Review Draft IS/MND
 Based on the final Project Description, ESA will evaluate the Project to determine if there would be potentially significant impacts on the environment as a result of the Project.  ESA will prepare an IS/MND that includes an Environmental Checklist consistent with current edition of the Appendix G of the CEQA Guidelines (as amended).
 The Environmental Checklist will identify any impacts that would be potentially significant, less than significant, less than significant with mitigation incorporated, or would result in no impact.  Based on ESA’s experience with similar projects and information provided in the RFP, ESA will give particular attention to the following resources areas:
o Air Quality/Health Risk (i.e., Construction)
o Biological Resources (i.e., avian/bat species,
heritage trees)
o Cultural Resources
o Geology/Soils
o Hazards/Hazardous Materials/Water Quality
o Noise (i.e., construction)
o Transportation (i.e., construction traffic
hazards)
 Mitigation measures will be developed for any potentially significant impacts to avoid or reduce them to a less-than-significant level.
 ESA will prepare internal administrative and screencheck draft documents to facilitate City and EKI review.  Based on one round of comments received from the City and EKI, ESA will prepare the draft IS/MND and NOI for public review.
 ESA will work with the City to develop a mailing list to include agencies and/or stakeholders that would receive the Draft IS/MND, and will prepare the draft and final Notice of Completion (NOC).

Deliverables: Assumptions:
 Draft IS/MND for City and EKI review
 Draft IS/MND and NOI for public review
 Environmental Checklist
 Mailing list
 Draft and Final NOC
 Distribution of the public draft IS/MND and notices will be completed by the City, and the City will be
responsible for all filing fees.

Subtask 6.4 - Prepare Final IS/MND
 After the mandatory 30-day public review period, ESA will prepare draft written responses to comments (RTC) received on the publicly reviewed IS/MND.
 ESA will also prepare a Mitigation Monitoring and Reporting Program (MMRP) that will identify each mitigation measure, the appropriate milestone or timing to implement the measure, the responsible implementing and monitoring party, and any reporting requirements.  After review by the City and EKI, ESA will prepare final RTCs for the record, as well as finalize the MMRP.

City of Turlock
Environmental, Right of Way, and Design Services
For Downtown PCE Remediation
10  With the City’s adoption of the MND and Project approval, ESA will prepare the Notice of Determination (NOD).

Deliverables: Assumptions:
 Draft and Final RTCs
 Draft and Final
MMRP
 NOD
 An Environmental Impact Report (EIR) is not needed. If, during the environmental analysis, it is determined that one or more Project impacts cannot be reduced to a less-than-significant level, an EIR would be needed. In that event, EKI will work with ESA to provide a revised scope of work and budget to prepare the EIR.
 The City will file the NOD with the County Clerk’s office and State Clearinghouse (along with a NOC) and the City will be responsible for all filing fees.

Task 7: Provide Appraisal and Right of Way Acquisition Services Subtask 7.1 - Negotiate Access Agreements for Remedial Activities  Negotiate access agreements with the owners of CAA source properties such that soil vapor probes, groundwater monitoring wells, SVE systems, and groundwater extraction wells designed by EKI can be installed at the source properties.

Deliverables: Assumptions:
 Access agreements with
source property owners
 Up to four (4) access agreements will be required, each requiring up to ten (10) hours of EKI staff time to prepare and negotiate.
 Access agreements can be negotiated in a timeframe that does not delay implementation of the work on the schedule negotiated with the SWRCB pursuant to the Funding Agreement.

Subtask 7.2 - Provide Appraisal and Acquisition Services for Two Drinking Water Well and Wellhead Treatment Sites
 Retain Westwood to prepare two (2) conceptual property boundary/road right-of-way linework base map drawings covering the subject mapping limits areas. The conceptual boundary base map drawings will give insights into areas where there may be a need for further investigation due to lack of information, conflicting records, or other matters affecting the property. Linework will be based solely on record information from filed survey maps, recorded documents, and any other client-provided information, then placed relative to other deliverables using a limited amount of physical evidence.  Retain Westwood to prepare two (2) land description packages, including written descriptions, plat maps, and closure reports. Each land description package will support one acquisition from a single owner across all contiguously owned legal parcels.
 Retain Epic to obtain an examine Preliminary Title Reports (PTRs) for proposed acquisitions. Epic will perform a desk review of title reports and survey exhibits, including legal descriptions and plat maps prepared by Westwood, to research and verify real property ownership and identify any encumbrances. Epic will assist in clearing encumbrances to conveying title prior to closing.  Retain Kidder to prepare real estate appraisal reports for two (2) properties. The appraisal reports will estimate the compensation due for the proposed acquisition of the properties. Appraisal reports will be presented in Appraisal Report format as defined by Uniform Standards of Professional Appraisal Practice (USPAP) Standards Rule 2-2(a).
 Due to the State funding source for the work, a licensed and qualified review appraiser employed by Epic will provide an Independent Desk Review of the appraisal reports, in accordance with requirements defined by the Caltrans Local Agency Procedures Manual (LAPM) and Caltrans Right of Way Manual. The Review Appraiser will verify the appraisal report’s conformance with the Uniform Standards of Professional Appraisal Practice (USPAP), the Appraisal Institute’s Code of Ethics, and federal policies and regulations, where

City of Turlock
Environmental, Right of Way, and Design Services
For Downtown PCE Remediation
11 applicable. Upon completion of the review appraisal, the documents will be provided to the City for their approval of the Just Compensation.
 Retain Epic to negotiate with property owners for the purchase of property rights, including communication with the property owners and City, compilation and transmittal of purchase files and documents to the relevant parties, and transmittal of final acquisition closure documents to the City.  Retain Epic to open escrow with the City’s preferred escrow company once signatures have been obtained from the property owner and the City on acquisition agreement(s). Epic will oversee escrow instructions and deliver to the City for approval. Epic will coordinate payment between the Grantor, City, and escrow company.

Epic will obtain signatures on necessary documentation such as grand deeds to convey title.

Deliverables: Assumptions:
 Two (2) conceptual property
boundary base maps in
AutoCAD Civil 3D format
 Two (2) land description
packages signed and stamped
by a California license
Processional Land Surveyor
 Two (2) reviewed PTRs
 Two (2) Appraisal Reports
 Two (2) Review Certificates for
independent appraisal reviews
 Two (2) sets of Acquisition
Documents
 Administration Settlement
Memoranda (where
applicable)
 Two (2) sets of Escrow
Documents
 The City is successful in acquiring the property immediately north of the City’s D Street Tank Site (APN 043-049-075) for one (1) drinking water production well and treatment system, with a second location to be identified in Task 8 (Project Right of Way Siting Report).  The following scope is excluded from the preparation of conceptual property boundary base maps: setting of monuments or filing maps/corner records is not necessary; review of adjoining property deeds or resolution of conflicting title evidence.
 For the purposes of preparing conceptual property boundary maps, plotting of easements or other encumbrances is limited to readily available information obtained by or discovered throughout the process of researching relevant maps, documents, and title reports (if provided). Additional encumbrances may exist. No guarantee is made as to the completeness of said information. Independent appraisal reviews will be desktop reviews.
 Preparation of conceptual property boundary maps is conditional on finding sufficient corners set by previous surveys.
 Fees for litigation guarantees are not included.
 Assumes no relocations are required.
 Eminent domain support is not necessary.

Task 8: Prepare Project Siting Report
• Retain Epic to search for compatibly zoned land within the Cleanup Action Areas that may be suitable for installation of one (1) drinking water production well and wellhead treatment system. The search will include properties currently for sale or lease, as well as underutilized properties. • Epic will consult real estate databases including Costar and MLS. • Epic will summarize and document the findings of the real estate research in a Summary Status Report that provides details on the properties identified that satisfy the search criteria, including location, ownership, acreage, and market status data.
• Epic will provide property owner outreach services by working to locate and contact up to 10 owners of identified parcels to gage owner interest in selling. Epic will mail out Project information letters to the identified owners to see if they are willing sellers. Epic will also use third party data sites to locate phone numbers and emails for the identified owners to perform outreach.

Deliverables: Assumptions:
 Summary Status Report
 Project information letters mailed to identified
property owners
 The City is successful in acquiring the property
north of the City’s D Street Tank Site for
installation of one of two drinking water

City of Turlock
Environmental, Right of Way, and Design Services
For Downtown PCE Remediation
12 Deliverables: Assumptions:
 Report summarizing communication with property
owners
production wells and wellhead treatment
systems.

Task 9: Prepare Basis of Design
Subtask 9.1 - Conduct Basis of Design Meeting
• Conduct one 2-hour virtual basis of design meeting with the TAC.

Deliverables:
 Agenda, meeting materials, meeting minutes.

Subtask 9.2 - Prepare Basis of Design Technical Memorandum • Conduct a site visit to visually survey site features and constraints that could impact the basis of design. • Prepare Basis of Design Technical Memorandum to document decisions made at the basis of design meeting.

Revise following one round of comment by TAC and other stakeholders.

Deliverables: Assumptions
 Basis of Design Technical Memorandum  Site visit duration is one (1) day.  Memorandum will not include design drawings.

Task 10: Perform Peer Review of Successful Consultant’s 30% Submittals (Optional Task) Not Included.

Task 11: Assist with Presentations and/or Recommendations to City Council or Administration Staff • Prepare meeting materials for and participate in up to two (2) City Council/Administration Staff meetings.

Deliverables: Assumptions:
 Meeting presentation materials  Meetings are up to 1-hour long.  Meetings will be conducted virtually.

Task 12: Provide Engineering Services during Construction • Attend virtual construction weekly progress meetings (one for SVE systems and one for groundwater wells and systems).
• Review and respond to 40 contractor submittals for SVE systems, 30 submittals for groundwater extraction wells, and 70 submittals for drinking water wells and treatment systems. • Review and respond to 20 contractor RFIs.

Assumptions:
 Construction duration is 1 year and occurs in 2027.
 Weekly progress meetings have a 1-hour duration.
 Agenda and minutes for weekly progress meetings will be prepared by others.  Excludes construction management, administration, observation, and inspection.

Task 13: Submit Monthly Invoices
• Prepare monthly invoices for Years 1 through 3. Invoices will state the period in which services were performed, a breakdown of charges, original subconsultant invoices, vehicle mileage, and lodging costs.

Deliverables:
 Monthly invoices

City of Turlock
Environmental, Right of Way, and Design Services
For Downtown PCE Remediation
13 Task 14: Prepare Disbursement Requests for Proposition 1 Grant Fund Source • Gather, package, and present cost data and financial backup information to City staff for review, including consultant fees, City fees, contractor costs, and other costs to the project for Years 1 through 3.

Deliverables: Assumptions:
 Draft Disbursement Requests  Prepared every other month in Years 1 through 3.  City will transmit final Disbursement Requests to SWRCB.

Task 15: Prepare Engineer’s Estimate
• Prepare an engineer’s estimate of the construction contract cost for the 100% design broken down by bid item, unit, and estimated quantity.
• The engineer’s estimate will be submitted to the City concurrently with the 100% design packages.

Deliverables:
 Engineer’s estimate of construction cost for 100% design General Assumptions
• Total Project duration will be 20 years. This Scope of Services is for Years 1 through 3. • Design tasks will occur in Years 1 and 2
• Construction will occur in Year 3 and have a one-year duration. • Operation and monitoring will occur in Years 4 through 20. • Work product will be provided electronically via email or share file. Hard copies not included.

City of Turlock
Environmental, Right of Way, and Design Services
For Downtown PCE Remediation
14 COMPLETION SCHEDULE
The Scope of Services described herein will be performed in the three years following Notice to Proceed on a mutually agreed schedule to be developed in detail by EKI during work under Task 4.2 - Prepare and Maintain Project Schedule.

COMPENSATION SCHEDULE FOR ENVIRONMENTAL, RIGHT OF WAY, AND DESIGN SERVICES FOR DOWNTOWN PCE REMEDIATION Years 1 through 3
City of Turlock Project No. 24-003
EXPENSES (Including Subconsultant Fee) TOTALS (Note 5)
Senior CAD/GIS
G5
G4
G3 (PKD)
G2 (MA, KLL)

ASC I (RP)

SEN I (JRS)

SUP I (TFC)

OFR (MTS, ANS)
MARKUP 10%SUBTASK TASK
Task 1: Enter Into Contract and Provide Required Documentation Specified in Sample Agreement Task to be performed at no expense to City
Task 2: Obtain City Business License
Task to be performed at no expense to City
Task 3: Utilize Web Based Document Software
Use City's Virtual Project Manager (associated labor hours are included in other tasks herein) Task 4: Provide Services Noted in Proposition 1 Funding Agreement No. D2312544 Subtask 4.1 - Prepare and Maintain Project Schedule
Prepare initial schedule 16 4 8 $6,724 $6,724Revise initial schedule based on project stakeholder comments 4 2 2 $1,950 $1,950 3 Revise schedule quarterly for three (3) years 24 12 6 $9,672 $9,672Subtask 4.1 Total $18,346 $18,346Subtask 4.2 - Organize and Meet with Technical Advisory Committee (TAC) Identify and establish TAC 8 8 8 $6,328 $6,328
2 Meet quarterly for two (2) years during design phase, prepare agenda and minutes 32 16 8 $12,896 $12,8961 Meet semi-annually for one (1) year after design phase, prepare agenda and minutes 8 4 2 $3,224 $3,224 Subtask 4.2 Total $22,448 $22,448Subtask 4.3 - Organize and Meet with Stakehodler Advisory Group (SAG) Identify and establish SAG with assistance from Craig 8 8 8 $6,328 ls 1 $2,000 $2,000 $200 $2,200 $8,528 2 Meet quarterly for two (2) years during design phase, prepare agenda and minutes 32 16 8 $12,896 $12,8961 Meet semi-annually for one (1) year after design phase, prepare agenda and minutes 8 4 2 $3,224 $3,224 Subtask 4.3 Total $22,448 $2,200 $24,648Subtask 4.4 - Perform Public Outreach Develop Key Stakeholder List and perform stakeholder mapping (performed by Craig) 2 1 $876 ls 1 $2,500 $2,500 $250 $2,750 $3,626Develop social media content calendar and prepare up to 16 social media posts (Craig) 4 2 $1,752 ls 1 $5,500 $5,500 $550 $6,050 $7,802Prepare and distribute up to three (3) public fact sheets and/or work notices (Craig) 8 2 $2,828 ls 1 $9,500 $9,500 $950 $10,450 $13,278Conduct one (1) in-person public workshop, including one (1) dry run (Craig) 16 8 $7,008 ls 1 $16,000 $16,000 $1,600 $17,600 $24,608 TASK

EKI HOURLY RATES

TOTAL EKI LABOR COST
Standard with 5% Discount (Note 1, 2, 3)
UNIT (Note 4)

QUANTITY

UNIT COST

DIRECT COST
EKI C50010.00 April 2025
EKI Environment & Water, Inc.

COMPENSATION SCHEDULE FOR ENVIRONMENTAL, RIGHT OF WAY, AND DESIGN SERVICES FOR DOWNTOWN PCE REMEDIATION Years 1 through 3
City of Turlock Project No. 24-003
EXPENSES (Including Subconsultant Fee) TOTALS (Note 5)
Senior CAD/GIS
G5
G4
G3 (PKD)
G2 (MA, KLL)

ASC I (RP)

SEN I (JRS)

SUP I (TFC)

OFR (MTS, ANS)
MARKUP 10%TASK SUBTASK TASK

EKI HOURLY RATES

TOTAL EKI LABOR COST
Standard with 5% Discount (Note 1, 2, 3)
UNIT (Note 4)

QUANTITY

UNIT COST

DIRECT COST
Subtask 4.4 Total $12,464 $36,850 $49,314Subtask 4.5 - Prepare Monitoring and Reporting Plan (MRP) Prepare Monitoring Plan 20 32 8 8 4 $14,516 $14,516
Prepare Project Assessment and Evaluation Plan 24 8 8 4 $9,704 $9,704 Revise MRP based on TAC comments 2 6 2 4 1 $3,298 $3,298Revise MRP based on SWRCB Project Manager comments 2 6 2 4 1 $3,298 $3,298 Subtask 4.5 Total $30,816 $30,816Subtask 4.6 - Prepare Quality Assurance Project Plan (QAPP) Prepare QAPP 8 60 20 20 4 $23,568 $23,568
Revise QAPP based on TAC comments 2 6 4 2 1 $3,206 $3,206Revise QAPP based on SWRCB Project Manager comments 2 6 4 2 1 $3,206 $3,206 Subtask 4.6 Total $29,980 $29,980Subtask 4.7 - Prepare Work Plan for Installation and Sampling of Passive Soil Vapor Probes Prepare Work Plan 16 32 12 2 $13,136 $13,136
Revise Work Plan based on TAC comments 2 8 4 1 $3,388 $3,388Revise Work Plan based on SWRCB Project Manager comments 2 8 4 1 $3,388 $3,388 Subtask 4.7 Total $19,912 $19,912Subtask 4.8 - Prepare Plans and Specifications for Two Drinking Water Production Wells, Three Source Zone Groundwater Extraction Wells, Replacement of Extraction Well EW-1, and Four Monitoring Wells Conduct topographic survey of two (2) properties (performed by Westwood) 4 2 $1,710 ls 1 $27,000 $27,000 $2,700 $29,700 $31,410 Prepare 30% Plans 80 80 40 32 20 8 $54,652 $54,652Prepare 30% Specifications 60 32 20 16 8 $31,332 $31,332 Revise 30% design based on TAC comments 16 8 10 8 2 $10,630 $10,630 Prepare 60% Plans 80 80 40 32 20 8 $54,652 $54,652Prepare 60% Specifications 60 32 20 16 8 $31,332 $31,332 Revise 60% design based on TAC comments 16 8 10 8 2 $10,630 $10,630 Prepare 100% Plans 80 80 40 32 20 8 $54,652 $54,652Prepare 100% Specifications 60 32 20 16 8 $31,332 $31,332 EKI C50010.00 April 2025
EKI Environment & Water, Inc.

COMPENSATION SCHEDULE FOR ENVIRONMENTAL, RIGHT OF WAY, AND DESIGN SERVICES FOR DOWNTOWN PCE REMEDIATION Years 1 through 3
City of Turlock Project No. 24-003
EXPENSES (Including Subconsultant Fee) TOTALS (Note 5)
Senior CAD/GIS
G5
G4
G3 (PKD)
G2 (MA, KLL)

ASC I (RP)

SEN I (JRS)

SUP I (TFC)

OFR (MTS, ANS)
MARKUP 10%TASK SUBTASK TASK

EKI HOURLY RATES

TOTAL EKI LABOR COST
Standard with 5% Discount (Note 1, 2, 3)
UNIT (Note 4)

QUANTITY

UNIT COST

DIRECT COST
Revise 100% Design based on TAC comments 16 8 10 8 2 $10,630 $10,630 Complete electrical/structural design (performed by TJCAA) 8 8 8 8 2 $8,620 ls 1 $67,000 $67,000 $6,700 $73,700 $82,320 Subtask 4.8 Total $300,172 $103,400 $403,572
Subtask 4.9 - Prepare Plans and Specifications for Four Soil Vapor Extraction and Air Sparging Systems Prepare 30% Plans 64 64 64 22 8 $45,358 $45,358
Prepare 30% Specifications 40 40 12 8 $22,212 $22,212
Revise 30% design based on TAC comments 6 8 2 2 $4,102 $4,102 Prepare 60% Plans 64 64 64 22 8 $45,358 $45,358Prepare 60% Specifications 40 40 12 8 $22,212 $22,212 Revise 60% design based on TAC comments 6 8 2 2 $4,102 $4,102 Prepare 100% Plans 64 64 64 22 8 $45,358 $45,358Prepare 100% Specifications 40 40 12 8 $22,212 $22,212 Revise 100% design based on TAC comments 6 8 2 2 $4,102 $4,102 Complete electrical/structural design (performed by TJCAA) 8 8 1 $4,274 ls 1 $30,000 $30,000 $3,000 $33,000 $37,274 Subtask 4.9 Total $219,290 $33,000 $252,290
Subtask 4.10 - Permitting Soil Vapor Extraction Systems, Groundwater Extraction Wells, and Drinking Water Production Wells
Prepare and submit sewer discharge permit applications for three (3) extraction wells 12 8 $4,828 $4,828 Prepare and submit SWRCB permit applications for two new drinking water wells 36 4 16 4 $14,124 $14,124Prepare and submit Authority to Construct permit applications for four (4) SVE systems 12 8 $4,828 $4,828 Subtask 4.10 Total $23,780 $23,780Subtask 4.11 - Implement Monitoring and Reporting Plan Not included, since Monitoring and Reporting Plan implementation is anticipated to occur after Year 3 Subtask 4.12 - Prepare Operations and Maintenance Plans Prepare Operations and Maintenance Plan for SVE Systems 12 64 32 12 8 $26,848 $26,848 Revise based on TAC comments 2 8 8 1 $4,296 $4,296
Revise based on SWRCB Project Manager comments 2 8 8 1 $4,296 $4,296 Prepare Operations and Maintenance Plan for Groundwater Extraction Wells 12 64 32 12 8 $26,848 $26,848 EKI C50010.00 April 2025
EKI Environment & Water, Inc.

COMPENSATION SCHEDULE FOR ENVIRONMENTAL, RIGHT OF WAY, AND DESIGN SERVICES FOR DOWNTOWN PCE REMEDIATION Years 1 through 3
City of Turlock Project No. 24-003
EXPENSES (Including Subconsultant Fee) TOTALS (Note 5)
Senior CAD/GIS
G5
G4
G3 (PKD)
G2 (MA, KLL)

ASC I (RP)

SEN I (JRS)

SUP I (TFC)

OFR (MTS, ANS)
MARKUP 10%TASK SUBTASK TASK

EKI HOURLY RATES

TOTAL EKI LABOR COST
Standard with 5% Discount (Note 1, 2, 3)
UNIT (Note 4)

QUANTITY

UNIT COST

DIRECT COST
Revise based on TAC comments 2 8 8 1 $4,296 $4,296
Revise based on SWRCB Project Manager comments 2 8 8 1 $4,296 $4,296 Prepare Operations and Maintenance Plan for Drinking Water Production Wells 12 64 32 12 20 8 $33,188 $33,188 Revise based on TAC comments 2 8 4 2 1 $3,854 $3,854
Revise based on SWRCB Project Manager comments 2 8 5 2 1 $4,123 $4,123 Subtask 4.12 Total $112,045 $112,045Subtask 4.13 - Prepare Progress Reports3 Prepare quarertly Progress Reports and revise according to City comments 96 24 6 $26,148 $26,148Subtask 4.14 - Prepare Operational Reports Not included, since preparation of Operational Reports is anticipated to occur after Year 3 Subtask 4.15 - Prepare Final Report
Not included, since preparation of Final Report is anticipated to occur after Year 3 Subtask 4.16 - Prepare As-Needed Reports
Prepare two (2) As-Needed Reports 4 24 8 4 $8,588 $8,588 Subtask 4.17 - Perform Survey of Installed Improvements and Submit Global Positioning System (GPS) Information and Survey Data to SWRCB
Perform as-built surveying of installed improvements (performed by Westwood) 8 $2,152 day 6 $7,500 $45,000 $4,500 $49,500 $51,652Submit survey data to SWRCB 8 2 $2,322 $2,322Subtask 4.17 Total $4,474 $49,500 $53,974 Task 4 Total 540 0 1,482 48 768 625 0 182 240 $850,911 $224,950 $1,076,000 Task 5 - Review the D Street Site Test Hole Report Subtask 5.1 - Review Test Hole and Evaluation Report and Prepare TM Review D Street Test Report and prepare TM that includes cost-risk benefit analysis 8 28 4 $11,652 $11,652 Subtask 5.2 - Perform 480-ft Test Borehole Evaluation at One (1) Additional Location Plan the test hole drilling and perform background research 12 4 12 1 $7,366 $7,366 Plan and participate in pre-construction meeting 8 2 8 1 $4,844 ls 1 $210 $210 $21 $231 $5,075Provide construction observation and logging services during pilot borehole drilling 62 5 15 1 $18,758 day 5 $400 $2,000 $200 $2,200 $20,958Select zones for testing and prepare test zone design 12 1 8 1 $5,395 $5,395 EKI C50010.00 April 2025
EKI Environment & Water, Inc.

COMPENSATION SCHEDULE FOR ENVIRONMENTAL, RIGHT OF WAY, AND DESIGN SERVICES FOR DOWNTOWN PCE REMEDIATION Years 1 through 3
City of Turlock Project No. 24-003
EXPENSES (Including Subconsultant Fee) TOTALS (Note 5)
Senior CAD/GIS
G5
G4
G3 (PKD)
G2 (MA, KLL)

ASC I (RP)

SEN I (JRS)

SUP I (TFC)

OFR (MTS, ANS)
MARKUP 10%TASK SUBTASK TASK

EKI HOURLY RATES

TOTAL EKI LABOR COST
Standard with 5% Discount (Note 1, 2, 3)
UNIT (Note 4)

QUANTITY

UNIT COST

DIRECT COST
Observe and monitor development and zone testing (5 zones) 80 2 10 1 $20,186 ls 1 $1,191 $1,191 $119 $1,310 $21,496Collect and analyze water quality samples 2 $410 ea 5 $2,400 $12,000 $1,200 $13,200 $13,610Laboratory sieve analysis (GSD by ASTM D422) 4 2 2 $1,940 ea 10 $150 $1,500 $150 $1,650 $3,590Prepare test hole evaluation report 24 4 12 2 $10,164 $10,164 Participate in 2 progress meetings 8 2 8 2 $5,182 $5,182 Subtask 5.2 Total $74,245 $18,591 $92,836
Task 5 Total 0 0 0 212 0 30 103 0 13 $85,897 $18,591 $104,000 Task 6: Complete CEQA Analysis and Studies
Subtask 6.1 - Project Initiation
Perform kickoff for development of IS/MND (performed by ESA) 2 2 $1,214 ls 1 $6,000 $6,000 $600 $6,600 $7,814 Subtask 6.2 - Prepare IS/MND Project Description
Prepare IS/MND Project Description, revise based on City comments (ESA) 4 2 $1,752 ls 1 $5,000 $5,000 $500 $5,500 $7,252 Subtask 6.3 - Prepare Public Review Draft IS/MND
Evaluate Project and prepare draft IS/MND that includes an Environmental Checklist (ESA) 8 2 2 $3,462 ls 1 $95,000 $95,000 $9,500 $104,500 $107,962 Subtask 6.4 - Prepare Final IS/MND
Prepare responses, Mitigation Monitoring and Reporting Program, and Notice of Determination (ESA) 4 2 $1,752 ls 1 $9,000 $9,000 $900 $9,900 $11,652 Task 6 Total 0 0 0 0 0 14 0 2 6 $8,180 $126,500 $135,000 Task 7: Provide Appraisal and Right of Way Acquisition Services Subtask 7.1 - Negotiate Access Agreements for Remedial Activities Negotiate access agreements to Dry Cleaner Cleanup Action Area source properties 32 8 $11,312 $11,312 Subtask 7.2 - Provide Appraisal and Acquisition Services for Two Drinking Water Well Sites Prepare two (2) conceptual property boundary maps (performed by Westwood) 4 $1,076 ls 1 $15,100 $15,100 $1,510 $16,610 $17,686 Prepare two (2) land description packages (Westwood) 2 $538 ls 1 $7,400 $7,400 $740 $8,140 $8,678Obtain and examine two (2) Preliminary Title Reports (performed by EPIC) 2 $538 ls 1 $5,000 $5,000 $500 $5,500 $6,038Prepare two (2) Appraisal Reports (performed by Kidder) 4 $1,076 ls 1 $16,000 $16,000 $1,600 $17,600 $18,676Perform two (2) independent appraisal reviews (EPIC) 2 $538 ls 1 $7,000 $7,000 $700 $7,700 $8,238Coordinate escrow services for two (2) acquisitions (EPIC) 2 $538 ls 1 $5,000 $5,000 $500 $5,500 $6,038 Subtask 7.2 Total $4,304 $61,050 $65,354
EKI C50010.00 April 2025
EKI Environment & Water, Inc.

COMPENSATION SCHEDULE FOR ENVIRONMENTAL, RIGHT OF WAY, AND DESIGN SERVICES FOR DOWNTOWN PCE REMEDIATION Years 1 through 3
City of Turlock Project No. 24-003
EXPENSES (Including Subconsultant Fee) TOTALS (Note 5)
Senior CAD/GIS
G5
G4
G3 (PKD)
G2 (MA, KLL)

ASC I (RP)

SEN I (JRS)

SUP I (TFC)

OFR (MTS, ANS)
MARKUP 10%TASK SUBTASK TASK

EKI HOURLY RATES

TOTAL EKI LABOR COST
Standard with 5% Discount (Note 1, 2, 3)
UNIT (Note 4)

QUANTITY

UNIT COST

DIRECT COST
Task 7 Total 0 0 0 0 0 48 0 0 8 $15,616 $61,050 $77,000 Task 8: Prepare Project Siting Report Prepare project siting Summary Status Report (performed by EPIC) 4 $1,076 ls 1 $3,600 $3,600 $360 $3,960 $5,036 Conduct outreach to up to ten (10) property owners (EPIC) 4 $1,076 ls 1 $7,000 $6,000 $600 $6,600 $7,676 Task 8 Total 000008000 $2,152 $10,560 $13,000 Task 9: Prepare Basis of Design Subtask 9.1 - Conduct Basis of Design Meeting 8 8 2 4 $5,922 $5,922 Hold one (1) 2-hour virtual basis of design meeting with the TAC Subtask 9.2 - Prepare Basis of Design Technical Memorandum Conduct site visit 12 12 12 $9,960 ls 1 $250 $250 $25 $275 $10,235Prepare Basis of Design Memorandum 8 24 24 12 8 8 8 $22,404 $22,404Prepare electrical/structural design basis, including site visit (performed by TJCAA) 2 $538 ls 1 $21,000 $21,000 $2,100 $23,100 $23,638 Subtask 9.2 Total $32,902 $23,375 $56,277
Task 9 Total 8 0 0 24 44 34 8 10 24 $38,824 $23,375 $62,000 Task 10: Perform Peer Review of Successful Consultant’s 30% Submittals (Optional Task) Not Included
Task 11 - Assist with Presentations and/or Recommendations to City Council or Administration Staff Prepare meeting materials for up to two (2) meetings 8 4 2 2 $3,858 $3,858 Participate in up to two (2) 1-hour meetings 2 2 2 $1,848 $1,848 Task 11 Total 008006044 $5,706 $6,000
Task 12: Provide Engineering Services during Construction Attend two (2) weekly virtual construction progress meetings 104 48 48 $51,320 $51,320 Review and respond to 140 contractor submittals 160 160 70 70 20 $112,900 $112,900 Review and respond to twenty (20) contractor Requests for Information 20 20 10 10 5 $15,690 $15,690Provide electrical/structural support (performed by TJCAA) 4 $1,076 ls 1 $45,000 $45,000 $4,500 $49,500 $50,576 Task 12 Total 0 0 180 0 284 132 0 128 25 $180,986 $49,500 $230,000 Task 13: Submit Monthly Invoices Submit monthly invoices 18 $4,842 $4,842
EKI C50010.00 April 2025
EKI Environment & Water, Inc.

COMPENSATION SCHEDULE FOR ENVIRONMENTAL, RIGHT OF WAY, AND DESIGN SERVICES FOR DOWNTOWN PCE REMEDIATION Years 1 through 3
City of Turlock Project No. 24-003
EXPENSES (Including Subconsultant Fee) TOTALS (Note 5)
Senior CAD/GIS
G5
G4
G3 (PKD)
G2 (MA, KLL)

ASC I (RP)

SEN I (JRS)

SUP I (TFC)

OFR (MTS, ANS)
MARKUP 10%TASK SUBTASK TASK

EKI HOURLY RATES

TOTAL EKI LABOR COST
Standard with 5% Discount (Note 1, 2, 3)
UNIT (Note 4)

QUANTITY

UNIT COST

DIRECT COST
Task 13 Total 0 0 0 0 0 18 0 0 0 $4,842 $5,000
Task 14: Prepare Disbursement Requests for Proposition 1 Grant Fund Source Prepare Disbursement Requests for Proposition 1 Grant Fund Source 72 18 5 $19,611 $19,611 Task 14 Total 0 0 72 0 0 18 0 0 5 $19,611 $20,000
Task 15: Prepare Engineer's Estimate
Prepare engineer's estimate of construction cost for 100% design 20 8 8 4 $10,500 $10,500 Incorporate electrical/structural estimate (performed by TJCAA) 2 $538 ls 1 $6,000 $6,000 $600 $6,600 $7,138 Task 15 Total 0 0 0 0 20 10 0 8 4 $11,038 $6,600 $18,000TOTALS: 548 0 1,742 284 1,116 947 111 334 331 $1,223,763 $521,126 $1,746,000 EKI C50010.00 April 2025
EKI Environment & Water, Inc.

COMPENSATION SCHEDULE FOR ENVIRONMENTAL, RIGHT OF WAY, AND DESIGN SERVICES FOR DOWNTOWN PCE REMEDIATION Years 1 through 3
City of Turlock Project No. 24-003
Abbreviations:

City: City of TurlockCraig: Craig Communicationsdup: duplicateEB: equipment blankEKI: EKI Environment & Water, Inc.EPIC: EPIC Land Inc.ESA: Environmental Science Associatesft: footGSD: grain size distributionKidder: Kidder Matthews of California, Inc.IDW: investigation derived wasteIS/MND: Initial Study/Mitigated Negative DeclarationMRP: Monitoring and Reporting ProgramPID: photoionization detectorPPE: personal protective equipmentQAPP: Quality Assurance Project PlanSAG: Stakeholder Advisory GroupSVE: soil vapor extractionSWRCB: State Water Resources Control BoardTAC: Technical Advisory CommitteeTJCAA: TJC and Associates, Inc.TM: Technical MemorandumU.S. EPA: United States Environmental Protection AgencyVOC: volatile organic compoundWestwood: Westwood Professional ServicesNotes:

1. EKI billing grades are as shown below. Billing rates are set forth in EKI's Schedule of Charges dated 2 January 2025. "OFR": Officer"SUP I and II": Supervising Engineer or Scientist"SEN I and II": Senior Engineer or Scientist"ASC I and II": Associate Engineer or Scientist"G1, G2, G3...": Grade [1, 2, 3, …] Engineer or Scientist"GIS": GIS Analyst"CAD": Draftsman

2. Core EKI team member initials are as follows:
"ANS": Andrew Safford"JRS": Jeff Shaw"KLL": Kristyn Lindhart"MA": Matt Alkire"MTS": Michael Steiger "PKD": Priscilla DeJesus"RP": Robert Plybon"TFC": Tyler Colyer

3. Costs are presented in 2025 dollars. 4. Cost units are as follows:
"ea": each"ls": Lump Sum"yrs": years

5. The contract price is based on a lump sum, not to exceed cost.

EKI C50010.00 April 2025
EKI Environment & Water, Inc.

Client/Address: City of Turlock
City of Turlock
156 S. Broadway, Suite 270, Turlock, CA 95380
Proposal/Agreement Date: 20 February 2025 EKI Proposal/Project # C50010.00 SCHEDULE OF CHARGES FOR EKI ENVIRONMENT & WATER, INC. 2 January 2025 Personnel Classification Hourly Rate (discounted 5%)
Officer and Chief Engineer-Scientist 338
Principal Engineer-Scientist 323
Supervising I, Engineer-Scientist 317
Supervising II, Engineer-Scientist 303
Senior I, Engineer-Scientist 291
Senior II, Engineer-Scientist 281
Associate I, Engineer-Scientist 269
Associate II, Engineer-Scientist 254
Engineer-Scientist, Grade 1 236
Engineer-Scientist, Grade 2 223
Engineer-Scientist, Grade 3 205
Engineer-Scientist, Grade 4 184
Engineer-Scientist, Grade 5 162
Engineer-Scientist, Grade 6 141
Project Assistant 132
Technician 127
Senior GIS / Database Analyst 167
CADD Operator / GIS Analyst 145
Senior Administrative Assistant 159
Administrative Assistant 126
Secretary 106
Direct Expenses
Reimbursement for direct expenses, as listed below, incurred in connection with the work will be at cost plus ten percent (10%) for items such as:
a. Maps, photographs, reproductions, printing, equipment rental, and special supplies related to the work. b. Consultants, soils engineers, surveyors, drillers, laboratories, and contractors. c. Rented vehicles, local public transportation and taxis, travel, and subsistence. d. Special fees, insurance, permits, and licenses applicable to the work. e. Outside computer processing, computation, and proprietary programs purchased for the work.

Reimbursement for company-owned automobiles, except trucks and four-wheel drive vehicles, used in connection with the work will be at the rate of sixty cents ($0.60) per mile. The rate for company-owned trucks and four-wheel drive vehicles will be seventy-five cents ($0.75) per mile. There will be an additional charge of thirty dollars ($30.00) per day for vehicles used for field work. Reimbursement for use of personal vehicles will be at the federally allowed rate plus ten percent (10%).

CADD and other specialized software computer time will be charged at twenty dollars ($20.00) per hour. In-house material and equipment charges will be in accordance with the current rate schedule or special quotation. Excise taxes, if any, will be added as a direct expense.

Rate for professional staff for legal proceedings or as expert witnesses will be at a rate of one and one-half times the Hourly Rates specified above.

The foregoing Schedule of Charges is incorporated into the Agreement for the Services of EKI Environment & Water, Inc. and may be updated annually.

2001 Junipero Serra Blvd., Suite 300 | Daly City, CA 94014 (650) 292-9100 | Fax (650) 552-9012 | Ekiconsult.com
Cover Page Picture Courtesy: Adobe Stock Image

City Council Staff Report
August 12, 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:

Approving the establishment of a new job description for a Laboratory and Environmental Superintendent to include the reclassification of incumbent, Water Quality Control Laboratory Supervisor to Laboratory and Environmental Superintendent and amend the Management Salary Schedule effective August 17, 2025

2. DISCUSSION OF ISSUE:

On June 24, 2025, City Council approved the Fiscal Year 2025-2026 Budget including the addition of a Laboratory and Environmental Superintendent position in the Municipal Services Department.

Staff is now bringing forward the recommendation for approval of:
• Establishment of a new job description for a Laboratory and Environmental Superintendent in the Management Group with a salary range of 32.1 effective August 17, 2025.
• Reclassification of incumbent, Water Quality Control Laboratory Supervisor to Laboratory and Environmental Superintendent effective August 17, 2025.

The new Laboratory and Environmental Superintendent position is established to oversee environmental staff and to plan, organize, coordinate, and direct the daily operations of the City of Turlock’s (City) Laboratory and Pretreatment Program. Recent changes to the City’s water system—including citywide chlorination, wellhead treatment, and the integration of surface water—have introduced regulatory requirements. These requirements include updated laboratory certification standards and a new increase in sampling and analysis demands. Creating this dedicated superintendent position strengthens the City’s operational capacity to effectively manage these expanded responsibilities and ensure continued regulatory compliance. It also reinforces the professional and ethical separation between operations and regulatory reporting, as expected by the State of California. In addition, the role enhances employee support and training, improving oversight and efficiency in day-today operations.

The Laboratory and Environmental Superintendent is designated as Management for labor relations purposes and is considered exempt under the Fair Labor Standards Act (FLSA).

As a result of the reclassification of the incumbent Water Quality Control Laboratory Supervisor to Laboratory and Environmental Superintendent, a departmental promotional

Agenda Staff Report
8/12/2025
opportunity will be created in the vacant Water Quality Control Laboratory Supervisor position.

3. BASIS OF RECOMMENDATION:

The incumbent Water Quality Control Laboratory Supervisor has been performing additional duties for over a year of directly overseeing and managing the City’s Laboratory and Pretreatment Program including staff. The new job position of Laboratory and Environmental Superintendent is directly responsible for the overall quality of the work performed in the Laboratory and ensures compliance.

The recommended actions of this agenda item support the Municipal Services Department by positively impacting the City by providing better alignment of job responsibilities and functions which ultimately will lead to more efficiently run City services and as a result better service to the public.

Section 2-4-207 of the Turlock Municipal Code provides that the City Manager is responsible for the efficient administration of all affairs of the City which are under their control. Section 2-4-207(d) of the Turlock Municipal Code provides the City Manager with the power and duty to recommend to the City Council the reorganization of offices, positions, departments, or units under their direction as they may deem in the interest of the efficient, effective, and economical conduct of the City’s business.

Therefore, the recommendation is to approve the establishment of a new job description for Laboratory and Environmental Superintendent to include the reclassification of incumbent, Water Quality Control Laboratory Supervisor to Laboratory and Environmental Superintendent and amend the Management Salary Schedule effective August 17, 2025.

City Council approval is required for any new or revisions to job descriptions.

4. FISCAL IMPACT / BUDGET AMENDMENT:

There is no fiscal impact as this position was approved and budgeted for Fiscal Year 2025- 2026.

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 may choose not to approve the establishment of a new job description for a

Agenda Staff Report
8/12/2025
Laboratory and Environmental Superintendent to include the reclassification of incumbent, Water Quality Control Laboratory Supervisor to Laboratory and Environmental Superintendent and amend the Management Salary Schedule. However, this is not recommended as this new position was already approved in budget for Fiscal Year 2025- 2026 and critical to operations.

9. ATTACHMENTS:

1. Draft Resolution

2. Laboratory and Environmental Superintendent - Job Description (new)

3. Management Salary Schedule

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
IN THE MATTER OF APPROVING THE } RESOLUTION NO. 2025-
ESTABLISHMENT OF A NEW JOB }
DESCRIPTION FOR A LABORATORY AND }
ENVIRONMENTAL SUPERINTENDENT TO }
INCLUDE THE RECLASSIFICATION OF }
INCUMBENT, WATER QUALITY CONTROL }
LABORATORY SUPERVISOR TO }
LABORATORY AND ENVIRONMENTAL }
SUPERINTENDENT AND AMEND THE }
MANAGEMENT SALARY SCHEDULE }
EFFECTIVE AUGUST 17, 2025 }
}
WHEREAS, On June 24, 2025, City Council approved the Fiscal Year 2025-2026 Budget including the addition of a Laboratory and Environmental Superintendent position in the Municipal Services Department; and
WHEREAS, staff is now bringing forward the recommendation for approval of:
▪ Establishment of a new job description for a Laboratory and Environmental Superintendent in the Management Group with a salary range of 32.1 effective August 17, 2025; and
▪ Reclassification of incumbent, Water Quality Control Laboratory Supervisor to Laboratory and Environmental Superintendent effective August 17, 2025; and WHEREAS, the new Laboratory and Environmental Superintendent position is to oversee environmental staff and plan, organize, coordinate and direct daily operation of the City of Turlock’s Laboratory and Pretreatment Program; and WHEREAS, section 2-4-207 of the Turlock Municipal Code provides that the City Manager is responsible for the efficient administration of all affairs of the City which are under his control. Section 2-4-207(d) of the Turlock Municipal Code provides the City Manager with the power and duty to recommend to the City Council the reorganization of offices, positions, departments, or units under his direction as he may deem in the interest of the efficient, effective, and economical conduct of the City’s business.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby approve the establishment of a new job description for a Laboratory and Environmental Superintendent to include the reclassification of incumbent, Water Quality Control Laboratory Supervisor to Laboratory and Environmental Superintendent and amend the Management Salary Schedule effective August 17, 2025.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 12th day of August, 2025, by the following vote:

AYES:

Resolution No. 2025-

NOES:

NOT PARTICIPATING:

ABSENT:

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

LABORATORY AND ENVIRONMENTAL SUPERINTENDENT

DEFINITION
Under general direction, the Laboratory and Environmental Superintendent plans, organizes, coordinates, and directs the daily operation of the City's Laboratory and Pretreatment Program.

Responsible for the overall technical quality of the work performed in the Laboratory and for assuring the use of standard methods.

This classification is designed as unrepresented and assigned as Management for labor relations purposes and is considered exempt under the Fair Labor Standards Act (FLSA).

DISTINGUISHING CHARACTERISTICS
This class is distinguished from the Water Quality Control Laboratory Supervisor by its broader oversight responsibilities and is distinguished from the Wastewater Treatment Plant Manager by the latter’s responsibility for overall plant operations.

SUPERVISION RECEIVED AND EXERCISED
The Laboratory and Environmental Superintendent receives general direction from the Wastewater Treatment Plant Manager and exercises direct supervision over laboratory and environmental compliance staff. The incumbent is expected to work with minimal direct supervision, exercising independent judgment and initiate in a number of complex responsible and sensitive areas.

ESSENTIAL FUNCTIONS – INCLUDE BUT ARE NOT LIMITED TO THE FOLLOWING:
• Plan, prioritize, assign, supervise and review the laboratory and environmental compliance divisions.
• Ensure compliance with all waste discharge requirements, recycled water standards, biosolids and air emission regulations.
• Oversee the laboratory and industrial waste pretreatment program and ensure compliance with Federal, State and local requirements.
• Develop and implement operational efficiencies while maintaining the highest standard of water quality.
• Develop and implement goals, objectives, policies, and procedures. • Oversee the performance of chemical and bacteriological tests and analyses for compliance with Regional Water Quality Control Board, State Water Resources Control Board, Division of Drinking Water and other regulatory agencies.
• Oversee the schedule and coordination of the sampling and analyses of potable water, wastewater, and special projects performed by outside laboratories and in-house analyses. • Develop and implement procedures and programs including safety, Enforcement Response Plan (ERP), Chemical Hygiene Plan (CHP), Spill Response Plan, purchasing, training and optimization studies.

• Recruit for and select staff, coordinate training, perform employee evaluations, implement appropriate improvement plans, as required. Set clear expectations of staff and maintain the highest standards to ensure the plant is operated and maintained in a professional manner and produces the highest quality water.
• Prepare contract documents, negotiate, and select outside vendors, contractors, and consultants in conformance with City of Turlock purchasing procedures. • Provide support to the Department Director as a representative for the City of Turlock to outside agencies and organizations, and community groups. • Research and prepare technical and administrative reports, and other written documents, including the submittal of all regulatory required reports. • Build and maintain positive relationships with staff, Cities employees, outside agencies, and the public through clear and concise communication.

MINIMUM QUALIFICATIONS
Knowledge of:
• Principles and methods used in intermediate to advanced chemistry and microbiology as applied in a water or wastewater treatment laboratory.
• Wastewater, recycled water, biosolids and air emission regulations. • Analytical procedures used in testing water and wastewater samples and the mathematics used to obtain results.
• Quality assurance and quality control procedures in the laboratory and water and wastewater sample collection procedures.
• General principles and procedures of wastewater treatment, water treatment and distribution systems.
• Principles and practices of certified lab services and pretreatment program. • Principles and practices of leadership, motivation, team building, and conflict resolution. • Principles and practices of organizational analysis and management. • Principles and practices of supervision; training and performance evaluation. • Principles and practices of safety procedures and implementation. • Use of modern office equipment and applicable software.

Ability to:
• Organize, implement, and direct all facets of a laboratory and pretreatment program. • Understand laboratory and pretreatment problems and serve as a resource to staff to solve problems.
• Perform a variety of chemical and biological laboratory tests. • Recognize and communicate water and wastewater process control and compliance issues. • Interpret and apply City of Turlock policies, procedures, rules, and regulations. • Understand applicable laws, regulations, codes, and evaluate plant conformance with them.

Make adjustments to policies and procedures, when necessary, to maintain conformance.

• Analyze budgets and technical reports.
• Interpret, explain and dutifully carryout pertinent Federal, State, local and City of Turlock policies and procedures.
• Assist in the development of an assigned budget. Know appropriate laws, regulations, codes, and evaluate plant conformance. Recommend and implement adjustments to policies and procedures, when necessary, to maintain conformance.
• Analyze problems, identify, and recommend solutions, evaluate effectiveness of solution, and implement further changes if needed to attain goals.
• Establish and maintain effective working relationships with Federal, State, and local regulatory agencies.
• Communicate clearly and concisely orally and in writing. • Manage material and service contracts.
• Coordinate and oversee the work of outside vendors, consultants, and contractors. • Gain cooperation through clear communication and effective leadership. • Supervise, develop, train, and evaluate personnel.
• Operate modern office equipment and software programs.

Experience and Training Guidelines
Any combination of education, training and experience that would provide the required knowledge and abilities is qualifying. A typical way to obtain the required knowledge and ability would be:

Training:

Equivalent to an associate’s degree from an accredited college or university with major coursework in business or public administration, engineering, biology, chemistry, resources management, or a closely related field at time of appointment.

Incumbent must obtain a bachelor’s degree or higher from an accredited institution of higher learning with a major in in business or public administration, engineering, biology, chemistry, resources management, or a closely related field within 36 months of appointment.

Experience:

Eight years of increasingly responsible experience in the laboratory of a water/wastewater laboratory environment or pretreatment program similar or greater in size and complexity to the City of Turlock.

LICENSE AND/OR CERTIFICATES
License:

Possession of an appropriate, valid Class C California Driver's License at the time of appointment, to be maintained as a condition of continued employment.

Certificate(s):

Possession of a valid Grade IV Laboratory Analyst Certification from the California Water Environment Association or a Grade IV Water Quality Laboratory Analyst Certification from the CA-NV Section of the American Water Works Association at the time of appointment.

CWEA Environmental Compliance Inspector, Water Distribution and Water Treatment Certification is desired.

PHYSICAL REQUIREMENTS
Maintain the following physical abilities: see well enough to read, write and make observations, operate hand and power tools, vehicles and heavy equipment; hear well enough to converse on the radio, telephone and in person; bodily mobility to walk, bend, stand, crouch or climb for extended periods of time, operate assigned equipment and vehicles and perform heavy manual labor for extended periods; ability to tolerate extreme fluctuations in temperature while performing essential functions and be able to lift equipment on a frequent basis 25lbs, and on an occasional basis 50lbs.

FLSA Status: Exempt
Bargaining Unit: Management
Last revised 8/2025

MANAGEMENT SALARY SCHEDULE EFFECTIVE FY 2025-2026
Range Step 1 Step 2 Step 3 Step 4 Step 5
ADMINISTRATIVE ANALYST 29.1 8203 8613 9044 9496 9971
LABORATORY & ENVIRONMENTAL SUPERINTENDENT 32.1 9496 9971 10469 10993 11542 PRINCIPAL HUMAN RELATIONS ANALYST 32.1 9496 9971 10469 10993 11542

PARKS/STREETS & PUBLIC FACILITIES
SUPERINTENDENT 32.1 9496 9971 10469 10993 11542
PURCHASING MANAGER 32.1 9496 9971 10469 10993 11542
RECREATION SUPERINTENDENT 32.1 9496 9971 10469 10993 11542 FLEET SERVICES MANAGER 34.1 10469 10993 11542 12119 12725 PUBLIC WORKS SUPERVISOR / CITY SURVEYOR 34.1 10469 10993 11542 12119 12725 PLANNING MANAGER 34.1 10469 10993 11542 12119 12725
REGULATORY AFFAIRS MGR 34.1 10469 10993 11542 12119 12725 ROADS PROGRAM MANAGER 34.1 10469 10993 11542 12119 12725 UTILITIES MANAGER 34.1 10469 10993 11542 12119 12725
WQC DIVISION MGR 34.1 10469 10993 11542 12119 12725
HOUSING PROGRAM MANAGER 34.1 10469 10993 11542 12119 12725 ACCOUNTANT, PRINCIPAL 35.1 10993 11542 12119 12725 13361 CIVIL ENGINEER, PRINCIPAL 35.1 10993 11542 12119 12725 13361 EXECUTIVE ASST TO CM/CITY CLERK 35.1 10993 11542 12119 12725 13361 TRANSIT MANAGER 35.1 10993 11542 12119 12725 13361
INFO TECH MANAGER 35.8 11384 11952 12550 13178 13835
BUILDING OFFICIAL, CHIEF 36.1 11542 12119 12725 13361 14030 WATER TREATMENT PLANT MANAGER 36.1 11542 12119 12725 13361 14030 ASSISTANT MUNICIPAL SERVICES DIRECTOR 38.1 12725 13361 14030 14731 15468 POLICE SUPPORT OPERATIONS MANAGER 38.1 12725 13361 14030 14731 15468 CITY ENGINEER 39.1 13361 14030 14731 15468 16242
HUMAN RELATIONS DIRECTOR 39.1 13361 14030 14731 15468 16242 DEV SERV DIRECTOR 39.1 13361 14030 14731 15468 16242
FINANCE DIRECTOR 39.1 13361 14030 14731 15468 16242
MUNICIPAL SERVICES DIR 39.1 13361 14030 14731 15468 16242

ECONOMIC DEVELOPMENT DIRECTOR /
COMMUNICATIONS OFFICER 39.1 13361 14030 14731 15468 16242

INFORMATION TECHNOLOGY
DIRECTOR 39.1 13361 14030 14731 15468 16242
PUBLIC WORKS DIRECTOR 39.1 13361 14030 14731 15468 16242 RISK MANAGEMENT DIRECTOR 39.1 13361 14030 14731 15468 16242

MUNICIPAL SERVICES DIRECTOR / SRWA GENERAL
MANAGER 40.1 14030 14731 15468 16242 17054
FIRE CHIEF 41.1 14731 15468 16242 17054 17906
DEPUTY CITY MANAGER 42.5 15780 16569 17398 18267 19180
POLICE CHIEF 43.6 16652 17485 18358 19276 20240
CITY MANAGER 45.7 18450 19372 20341 21358 22425
REVISED 08/12/2025
EFFECTIVE 08/17/2025

City Council Staff Report
August 12, 2025
From: Jessie Dhami, Human Relations Director
Prepared by: Alison Arias, Principal HR Analyst, Darlene Ingersoll, Principal HR Analyst
Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Approving the modification of the reporting structure of the Housing Division from the Development Services Department to the City Manager's Office, including the revised job description of the Housing Program Manager effective August 17, 2025 (Dhami)

2. DISCUSSION OF ISSUE:

Staff recommends approving the modification of the reporting structure of the Housing Division from the Development Services Department to the City Manager's Office, including the revised job description of the Housing Program Manager effective August 17, 2025.

This proposed change in reporting structure provides more direct oversight of City priorities related to housing.

The Housing Program Manager leads the Housing Division with the management of the following positions: Housing Rehabilitation Specialist/Inspector Trainee; Housing Rehabilitation Specialist/Inspector I; Housing Rehabilitation Specialist/Inspector II; Housing Finance Specialist Trainee; Housing Finance Specialist I/II; Housing Program Specialist I/II.

Approving the revised job description of the Housing Program Manager reflects the new reporting relationship to the City Manager’s Office.

The Housing Program Manager is designated as Management for labor relations purposes and is considered exempt under the Fair Labor Standards Act (FLSA).

This proposed modification of the reporting structure in relation to Turlock City Employees Association (TCEA) positions was communicated and there were no concerns.

3. BASIS OF RECOMMENDATION:

The reporting structure and revised job description align with best practices for cities managing complex housing programs.

Section 2-4-207 of the Turlock Municipal Code provides that the City Manager is responsible for the efficient administration of all affairs of the City which are under his control. Section 2-4-207(d) of the Turlock Municipal Code provides the City Manager with the power and duty to recommend to the City Council the reorganization of offices, positions, departments, or units under his direction as he may deem in the interest of the efficient, effective, and economical conduct of the City’s business.

Agenda Staff Report
8/12/2025
Therefore, the recommendation is to approve the modification of the reporting structure of the Housing Division from the Development Services Department to the City Manager's Office, including the revised job description of the Housing Program Manager effective August 17, 2025.

City Council approval is required for any new or revisions to job descriptions.

4. FISCAL IMPACT / BUDGET AMENDMENT:

There is no fiscal impact.

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:

Council may choose not to approve the modification of the reporting structure of the Housing Division from the Development Services Department to the City Manager's Office, including the revised job description of the Housing Program Manager effective August 17, 2025. However, this is not recommended as this would delay the implementation of a new reporting structure.

9. ATTACHMENTS:

1. Draft Resolution

2. Housing Program Manager - Job Description (Revised)

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
IN THE MATTER OF APPROVING THE } RESOLUTION NO. 2025-
MODIFICATION OF THE REPORTING }
STRUCTURE OF THE HOUSING DIVISION }
FROM THE DEVELOPMENT SERVICES }
DEPARTMENT TO THE CITY MANAGER'S }
OFFICE, INCLUDING THE REVISED JOB }
DESCRIPTION OF THE HOUSING PROGRAM }
MANAGER EFFECTIVE AUGUST 17, 2025 }
}
WHEREAS, staff recommends approving the modification of the reporting structure of the Housing Division from the Development Services Department to the City Manager's Office, including the revised job description of the Housing Program Manager effective August 17, 2025; and
WHEREAS, approving the revised job description of the Housing Program Manager reflects the new reporting relationship to the City Manager’s Office; WHEREAS, this proposed change in reporting structure provides more direct oversight of City priorities related to housing; and
WHEREAS, section 2-4-207 of the Turlock Municipal Code provides that the City Manager is responsible for the efficient administration of all affairs of the City which are under his control. Section 2-4-207(d) of the Turlock Municipal Code provides the City Manager with the power and duty to recommend to the City Council the reorganization of offices, positions, departments, or units under his direction as he may deem in the interest of the efficient, effective, and economical conduct of the City’s business.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby approve the modification of the reporting structure of the Housing Division from the Development Services Department to the City Manager's Office, including the revised job description of the Housing Program Manager effective August 17, 2025.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 12th day of August, 2025, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

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

Housing Program Manager Page 1

HOUSING PROGRAM MANAGER
DEFINITION:

Under general direction manages and administers complex and technical, financial, statistical, analytical work of housing programs; provides budget preparation, forecasting, funding and program direction; oversees loan and property related activities, audits and federal, state and local regulations related to housing programs. The incumbent may assist the department head in public activities or meetings, and oversees coordination with other service areas, agencies, non-profit organizations, committees, boards, commissions and a consortium. Performs other job related work as required.

This position is assigned to the Management Bargaining Unit for Labor Relations purposes and is considered exempt under the Fair Labor Standards Act (FLSA).

SUPERVISION RECEIVED AND EXERCISED
General direction is provided by the Development Services DirectorDeputy City Manager. The job incumbent provides general supervision to subordinate level supervisors and/or technical staff in the housing program area.

DISTINGUISHING CHARACTERISTICS
This is a mid-management classification responsible for the supervision of discrete subdepartmental organizational component(s) and programs/functions as determined by the Department Director, City Manager and City Council. The incumbent serves as a member of the City policy advisory team with responsibilities for developing means for implementing policies and procedures developed by the executive team. Exercises policy development and promulgation responsibilities for specific program/functional areas. Demonstrates technical competence while working as a team member and exercises independent judgment in a number of confidential and sensitive assignments. Duties and responsibilities are performed in accordance with municipal codes, ordinances, City policy, Federal Department of Housing and Urban Development (HUD), State of California, Housing and Community Development Department (HCD) and related regulating entities.

EXAMPLES OF DUTIES
• Oversees, plans, develops, and implements strategy to achieve the City’s goals for local, state and federal programs related to community housing and economic development, including community preservation, neighborhood revitalization single and multiple rehabilitation, affordable housing, first time buyer, sweat-equity, homeless-shelter, real property nuisance abatement, mobile home rent control, block grant, and related housing, loan and community Development programs and projects.