Turlock City Council
November 18, 2025

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6.4.3.4 Costs or prices based on estimated costs for contracts will be allowable only to the extent that costs incurred or cost estimates included in negotiated prices are consistent with Federal cost principles contained in Part 31 of the Federal Acquisition Regulations.

6.4.3.5 The cost plus a percentage of cost method of contracting shall not be used.

6.4.4 Price Analysis

6.4.4.1 A price analysis looks at the price as a whole without examination of its various components, and is usually performed by comparing prices to those from other comparable procurements.

6.4.4.2 A price analysis may be used in all instances where a cost analysis is not required to determine the reasonableness of the proposed contract price.

6.4.4.3 Adequate price competition may be determined to exist when the perception of competition exists, even if only one bid or proposal is received; conversely, the receipt of multiple bids or proposals with widely differing prices may not constitute adequate price competition.

6.5. BONDING REQUIREMENTS

6.5.1 Construction
The City of Turlock shall specify bonds in compliance with (1) federal regulations, and (2) the applicable provisions of the California Government code. (2 CFR 200.326)

6.5.2 Non-Construction
For non-construction contracts, bonding requirements are discouraged except where applicable law or regulation provides for such bonding, or the City determines that such a requirement is necessary as part of the risk management plan for a project.

6.6. PAYMENT PROVISIONS

6.6.1 Progress Payments
Progress payments are to be made only for costs incurred in the performance of the contract. When progress payments are used, the City must obtain title to property or other adequate security for the amount of the progress payment. Progress payments for construction contracts may be made on a percentage of completion basis; this method may not be used for non-construction contracts.

6.7. DELAY (LIQUIDATED) DAMAGES

6.7.1 Risk Management
The City of Turlock shall determine whether to use or not to use a delay damages

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provision for a specific procurement, as part of an overall risk management program.

6.7.2 Calculation
The amount of delay damages must be reasonably calculated to reflect anticipated damages the City of Turlock might suffer as the result of an inadequacy or delay in contract performance, and such damages would be difficult or impossible to determine.

6.7.3 Measurement
Delay damages may be imposed for an entire contract or for a readily identifiable milestone or deliverable, and the measurement period may be other than a day, where appropriate.

6.7.4 Solicitation Requirements
If it is determined that a delay damages provision will be included, the solicitation shall identify with specificity the circumstances in which the delay damages will be imposed and the rate to be charged. The file shall document the derivation of the rate of assessment and ensure it is reasonable, proper and not arbitrary or punitive.

6.8. CONTRACT AWARD ANNOUNCEMENTS
The City is not required to issue announcements of contract awards utilizing Federal funds; however, when announcements of contract awards using federal funds are made by City of Turlock, they will be made in accordance with federal policy. Federal policy requires that announcements of contract awards, if they are made, identify (1) the federal agency that is or will be providing assistance, (2) the amount of assistance that is provided or expected to be provided, and (3) the Assistance Number of the program that authorizes the Federal assistance.

6.9. PROTEST PROCEDURES

Upon receipt of a protest, the City Engineer shall review all submitted materials, create and retain a written record of the review, and respond in writing at least generally to each material issue raised in the protest no later than ten (10) business days after receipt of the protest. If the protest involves a procurement involving FTA funds, refer to Section 6.10.6 for specific FTA protest procedures.

If the solicitation is for goods or services that are expected to be funded, in whole or in part, with federal funds, the City Engineer shall promptly notify the appropriate federal agency of the receipt of a third-party contract protest, in accordance with the Common Grant Rule (49 CFR Part 18).

If the protest cannot be resolved by mutual agreement, or if the protesting bidder is not satisfied with the decision of the City Engineer, the protesting bidder shall have the right to appeal to the City Manager, in writing, within five (5) business days after notification of the decision.

If the protesting bidder is not satisfied with the decision of the City Engineer, except as otherwise provided below, the final level of appeal is with the City Council. The protesting bidder may appear at a City Council meeting to be heard by the Council. If the solicitation is for

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goods or services that are expected to funded, in whole or in part, with federal funds, the protesting bidder may have additional protest escalation options as outlined in the respective solicitation.

In general, the filing of a protest should cause the solicitation proceedings subject to protest to be halted until the appeal is resolved. In order to allow essential City functions to continue, the City may proceed with the solicitation or award of the contract, despite the protest, upon an adequate determination in writing by the City’s Engineer that such action is necessary. It is expected that such determination will occur only in those few circumstances where it is necessary to protect a substantial interest of the City of Turlock.

In an effort to limit frivolous protests, protestors who file two (2) protests within twelve (12) calendar months, whose protests are not resolved in their favor, may be withheld from future bids or proposals

6.10. FTA-SPECIFIC REQUIREMENTS

6.10.1 Contract Scope
Guidance as to what is "within the scope" of a contract may be found in the FTA Best Practices Procurement Manual. "Tag-ons" are defined by FTA as additions to the scope of work or deliverable items that were not included in the original contract competition, and which must be treated as sole source additions to the contract. Tag- ons are not to be treated as changes within the scope of the contract.

6.10.2 A&E Procurement
Where the procurement is for A&E services, the selection process will not involve prices (in accordance with FTA regulations); however, for all other procurements, including non-A/E professional services, such as legal, medical, auditing, etc., price must be considered in the selection process in accordance with FTA regulations. (FTA Circular 4220.1F, Chapter VI, Section 3(f)(1)-(3))

6.10.3 Cost Analysis
The "Pricing Guide for FTA Grantees" will be used as guidance to perform the appropriate degree of cost or price analysis for FTA-funded contracts.

6.10.4 Piggy-Backing
Piggybacking-Exercising Options in Other Agency Contracts. The term "piggybacking" is often used to describe one transit agency's use of another transit agency's existing contract when the awarding agency's contract did not originally envision its use by the piggybacking agency. When another agency's contract has been identified for potential use by the City of Turlock, a number of FTA requirements must be met before the contract may be used. FTA requires that the existing contract contain an assignability clause and all required FTA contract clauses and certifications (Buy America, etc.). If the existing contract does not contain both an assignability clause and required contract clauses, it may not be used. This requirement differs from GSA and California state contracts, where FTA contract clauses may be added later with the first purchase order issued. In the case

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of an existing agency contract, PTA contract clauses may not be added later. Additionally, the items being acquired by assigned contract rights must not cause the original contract quantities (including options) to be exceeded by the piggybacking action. The City of Turlock must also determine that a cost or price analysis was performed for the existing contract prices, including options, and then the City of Turlock will perform a price analysis to determine that the option prices are fair and reasonable. If the contract options were not evaluated as part of the original award, exercising those options after the contract award will result in a sole source award. In conclusion, the City of Turlock will determine that an existing contract meets all FTA requirements before using that contract and will document the file accordingly.

6.10.5 Advance Payments
The use of FTA funds for payments in advance of the incurrence of costs by the contractor is generally prohibited, without prior written approval from FTA. FTA does permit advance payments from FTA funds for those purchases where advance payment is customary in the commercial marketplace such as utility services, rents, and subscriptions. FTA approval of such advance payments is required when the amount exceeds $100,000. City of Turlock should not make advance payments using other funds (including local match funds) except where (a) it is customary in the industry, or (b) there are sound business reasons (e.g., to enable a more cost-effective pricing structure) for doing so; in the latter case, the file shall be documented to fully justify the advance payment.

6.10.6 FTA Review of Protest
A protester must exhaust all administrative remedies with the City of Turlock before pursuing a protest with the FTA. Review of a protest by FTA will be limited to:
• City of Turlock's failure to have or follow its protest procedures, or its failure to review a complaint or protest; or
• Violations of Federal law or regulation.

Following any adverse decision by the City Council or the City Manager, the bidder may file a protest if there has been a violation related to the above. An appeal to FTA must be received by the U.S. Department of Transportation, Federal Transit Administration ("FTA"), Region 9 Office, San Francisco Federal Building, 90 7th Street, Suite 15-300, San Francisco, CA 94103, within five (5) working days of the date the protester learned or should have learned of an adverse decision by the City Council or the City Manager or other basis of appeal to FTA.

6.10.6.1 Contents of Protest to FTA
A bidder filing a protest with FTA must submit the protest in writing, via certified United States mail with a return receipt request, to the U. S. Department of Transportation, Federal Transit Administration ("FTA"), Region 9, San Francisco Federal Building, 90 7th Street, Suite 15-300, San Francisco, CA 94103. The protest must include:

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A. The name and address of the bidder;
B. Identification of the grantee (City of Turlock), project number, and the number of the solicitation;
C. A detailed and factual statement of the grounds for protest and any supporting documentation. The documentation submitted to FTA must be fully supported to the extent possible;
D. A copy of the protest filed with the City of Turlock, and a copy of the City of Turlock decision, if any; and
E. The desired relief, action or ruling from FTA.

FTA will not consider any data that was not submitted to the City. If new data becomes available after the exhaustion of administrative remedies with the City, that data should be submitted to the City with a request for reconsideration. If the request is denied or if the protester's administrative remedies with the City are again exhausted, the protester may then submit the new data to FTA. No formal briefs or other technical forms of pleading or motion are required, but a protest and other submission should be concise, logically arranged, and clear. Bid protests must be filed with FTA no later than five (5) days after the exhaustion of administrative remedies with the City is known or should have been known, whichever is earlier.

6.10.7 FTA Contract Period
The period of contract performance for rolling stock and replacement parts shall not exceed five years, inclusive of options, as defined in FTA C 4220. 1F. The length of all other contracts shall be based upon sound business judgment, including consideration of issues such as the nature of the item being purchased, the need to afford the contractor a reasonable opportunity to recapture any start-up costs, the need to afford competing vendors the opportunity to do business with the City, and the relative benefit to the City of a longer or shorter contract term.

6.10.8 Recovery Credited to Project
All delay damages recovered under an FTA funded contract will be credited to the project unless the FTA agrees otherwise.

6.11. CONTRACT PERIOD
All contracts must specify a contract period of performance, either in the form of delivery schedules for contract deliverables such as commodities, or a specific end date for service contracts.

6.12. NOTICE TO PROCEED
For Engineering contracts, upon receipt of the successful bidder’s executed Agreement, sureties, and evidence of insurance, the City will issue a Notice to Proceed letter to the Contractor with a copy to the City’s Project Coordinator.

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SECTION 7 : FEDERAL REQUIREMENTS

7.1. APPLICABILITY
The City of Turlock utilizes federal funds to procure contracts in Public Works and in other areas of the City. All federally funded contracts must adhere to the procurement guidelines outlined in Title 2, Parts 200.317-200.326, Code of Federal Regulations. All contracts funded in whole or in part with federal funds must contain the provisions outlined in Title 2, Appendix II to Part 200, Code of Federal Regulations.

Additionally, Public Works contracts funded through the Federal Transit Agency (FTA) have additional requirements. FTA requirements are set forth in the FTA Master Agreement, which is published on the FTA web page as of October 1 of each year. The FTA Procurement Circular 4220.1F, Appendix D, contains guidance in the form of a contract clause matrix for various types of commodities and services being procured. The FTA Best Practices Procurement & Lessons Learned Manual ("BPPM"), Appendix A, contains instructions for the contract clauses required by FTA as shown in FTA Circular 4220.1F. The complete list of Federal contract clauses can be found within the Annual Comprehensive Review Contractor's Manual (FTA CORTAP Contractor's Manual).

7.2. PROCUREMENT VS. NONPROCUREMENT TRANSACTIONS

7.2.1 Contractor vs. Subrecipient Determination
To determine whether federal procurement (contractor) or nonprocurement (subrecipient) requirements apply, the requesting department should make a determination as to whether the activities outlined in the contract represent a contractor or subrecipient relationship. NOTE: Contracts may be used in either a procurement or nonprocurement transaction, therefore, the use of a contract document does not automatically preclude the transaction from representing a subrecipient relationship. (2 CFR 200.331)

7.2.2 Subrecipients
A subaward (nonprocurement transaction) is for the purpose of carrying out a portion of a federal award and creates a federal assistance relationship with the subrecipient.

Characteristics which support the classification as a subrecipient include when the non- federal entity:
• Determines who is eligible to receive what federal assistance; • Has its performance measured in relation to whether objectives of a federal program were met;
• Has responsibility for programmatic decision-making;
• Is responsible for adherence to applicable federal program requirements specified in the federal award; and
• Uses the federal funds to carry out a program for a public purpose specified in authorizing statute, as opposed to providing goods or services for the benefit of the pass-through entity.

Examples of a subrecipient agreement include agreements with non-profit entities for

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activities such as residential rehabilitation and economic development under the CDBG program.

7.2.3 Contractors
A contractor (procurement transaction) is for the purpose of obtaining goods and services for the City’s own use and creates a procurement relationship with the contractor.

Characteristics indicative of a procurement relationship between the non-Federal entity and a contractor are when the contractor:
• Provides the goods and services within normal business operations; • Provides similar goods or services to many different purchasers; • Normally operates in a competitive environment;
• Provides goods or services that are ancillary to the operation of the Federal program; and
• Is not subject to compliance requirements of the federal program as a result of the agreement.

Examples of a contractor relationship include virtually all agreements with for-profit entities.

7.2.4 Use of Judgment
In determining whether an agreement between the City and an entity casts that entity as either a subrecipient or a contractor, the substance of the relationship is more important than the form of the agreement. All of the characteristics of a subrecipient or a contractor may not be present and the City must use judgment in classifying each agreement as a subaward or procurement contract.

As the resulting requirements for procurement and nonprocurement transactions vary significantly and the determination of the nature of the relationship is subject to judgment, Purchasing maintains a Contractor vs. Subrecipient Determination Checklist.

Requesting departments should prepare this Checklist and maintain it in the contract file to document their determination for each agreement. The use of this Checklist helps ensure the appropriateness of the determination and prevents questions upon post-audit on the application of the correct requirements.

7.3. SUBRECIPIENT REQUIREMENTS

7.3.1 Agreements
The applicable department should ensure that all contracts/agreements with subrecipients clearly identifies that the agreement represents a subaward and includes the following information: (2 CFR 200.332)
• Federal award identification
o Subrecipient name;
o Subrecipient’s unique entity identifier;
o Federal Award Identification Number (FAIN);
o Federal Award Date;
o Subaward Period of Performance Start and End Date;

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o Subaward Budget Period Start and End Date;
o Amount of Federal Funds Obligated by this action;
o Total Amount of Federal Funds Obligated to the subrecipient by the City; o Total Amount of the Federal Award committed to the subrecipient by the City; o Federal award project description;
o Name of Federal awarding agency, pass-through entity, and contact information for the City’s awarding official;
o Assistance Listings number and title;
o Identification of whether the award is research and development (R&D); and o Indirect cost rate for the Federal award, including if the de minimis rate is charged.
• All requirements imposed by the City on the subrecipient so that the Federal award is used in accordance with Federal statutes, regulations, and the terms and conditions of the Federal award;
• Any additional requirements that the City imposes on the subrecipient in order for the City to meet its own responsibility to the awarding agency including identification of any required financial and performance reports;
• A requirement that the subrecipient permit the City and auditors to have access to the subrecipient’s records and financial statements as necessary; and • Appropriate terms and conditions concerning closeout of the subaward.

7.3.2 Suspension and Debarment
The City must ensure that all subawards to subrecipients are made to entities that have not been suspended or debarred. The City must verify that the entity is not suspended or debarred or otherwise excluded from participating in the transaction. The verification can be accomplished by (1) checking the System for Award Management Exclusions available at SAM.gov (click on Search Record, then click on Advanced Search-Exclusions), (2) collecting a certification from the entity, or (3) adding a clause or condition to the transaction with that entity. Prior to contracting with an entity, staff will check SAM.gov to verify the entity is not suspended or debarred or otherwise excluded. The verification is saved electronically, ensuring that it includes the date and time of the verification.

7.3.3 Monitoring
The City is required to monitor all subrecipients in accordance with the requirements of 2 CFR 200.332(b)-(h). This monitoring should include a risk assessment and a monitoring plan detailing monitoring activities to be performed based on the risk assessment.

7.4. PROCUREMENT REQUIREMENTS
The requirements and the procedures outlined below apply to all City contracts funded in whole or in part with federal funds. This is not intended to be an exhaustive list of all requirements when entering into contracts funded with federal funds. The requesting department should refer to the resources noted in Section 7.1 to ensure compliance with all key requirements.

7.4.1 General Standards
The City must have and use its documented procurement procedures for the acquisition

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of property or services required under a Federal award or subaward. (2 CFR 200.318(a))

7.4.2 Full and Open Competition
All procurement transactions over $10,000 will be awarded competitively, without providing an unfair competitive advantage to any potential vendor. Some of the situations considered to be restrictive of competition include, but are not limited to: (2 CFR 200.319)

7.4.2.1 Unreasonable requirements placed on firms in order for them to qualify to do business.

7.4.2.2 Unnecessary or excessive experience, excessive bonding, insurance, warranty or similar requirements which affect an otherwise qualified firm's ability to compete. Such requirements must also, however, be established in a manner consistent with the protection of the City's interests.

7.4.2.3 Noncompetitive pricing practices between firms or between affiliated companies.

7.4.2.4 Noncompetitive awards to any person or firm on retainer contracts.

7.4.2.5 Organizational conflicts of interest. An organizational conflict of interest exists where other activities, relationships, or contracts of a contractor inhibit, affect, or prevent the contractor from rendering impartial assistance or advice to City of Turlock; a contractor's objectivity in performing the contract work is or might be otherwise impaired (e.g., a contractor assisting with a design might have a financial interest in a product or system that could be utilized in implementing that design); or a contractor has an unfair competitive advantage which might be gained through its involvement in writing, or reviewing the solicitation and contract documents, including the scope or specification except as part of a general industry review.

7.4.2.6 Specifying only a "brand name" product, without specifying that equivalent products will be accepted and providing salient characteristics or other descriptive information sufficient to allow bidders to identify and propose such equivalent products.

7.4.2.7 The use of specification requirements and evaluation criteria that unnecessarily favor an incumbent contractor.

7.4.2.8 Any arbitrary action in the procurement process.

7.4.3 Geographic Preferences
Procurement transactions using Federal funds will be conducted in a manner that prohibits the use of in-state or local geographical preferences in the solicitation and evaluation of bids or proposals, except in those cases where applicable Federal statutes or regulations expressly mandate or permit geographic preference. This does not preempt State or local licensing laws. However, geographic location may be a selection criterion in procurements for architectural and engineering (A&E) services, provided its application leaves an appropriate number of qualified firms, given the nature and size of the project, to compete for the contract.

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7.4.4 Suspension and Debarment
The City is prohibited from contracting with parties under covered transactions that are suspended or debarred. Covered transactions include contracts for goods and services that are expected to equal or exceed $25,000. The City must verify that the entity is not suspended or debarred or otherwise excluded from participating in the transaction. The verification can be accomplished by (1) checking the System for Award Management Exclusions available at SAM.gov (click on Search Record, then click on Advanced Search- Exclusions), (2) collecting a certification from the entity, or (3) adding a clause or condition to the transaction with that entity. Prior to contracting with an entity, the staff will check SAM.gov to verify the entity is not suspended or debarred or otherwise excluded. The verification is saved electronically, ensuring that it includes the date and time of the verification.

7.5. PUBLIC WORKS PROJECT REQUIREMENTS

7.5.1 Build America, Buy America Act
The City must comply with the Build America, Buy America (BABA) requirements for all federal awards related to infrastructure projects if the award terms and conditions require compliance. These requirements include incorporating a Buy America preference in the terms and conditions of each award with an infrastructure project. The Act requires the following preference:
• All iron and steel used in the project are produced in the United States; • All manufactured products used in the project are produced in the United States; and
• All construction materials are manufactured in the United States.

However, Federal agencies may waive this preference. For example, the Federal Transit Administration (FTA) waives the BABA requirements from all purchases of $150,000 or less. The requesting department should ensure that, if required by the award documents and not waived by the applicable federal agency, the BABA preference is included in procurement documents. A listing of waivers by agency may be obtained at:
https://www.madeinamerica.gov/waivers/financial-assistance.

7.5.2 Cost Principles
The Federal Acquisition Regulation Part 31 cost principles will be incorporated by reference in all contracts where allowable costs must be determined for payment (e.g., all cost reimbursement contracts), and for negotiating all fixed price contracts and modifications where costs are estimated by the contractor and then negotiated for purposes of establishing a contract price.

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7.6. MINORITY, DISADVANTAGED, AND WOMEN-OWNED BUSINESS

UTILIZATION

7.6.1 Policy
It is the policy of the City of Turlock that business concerns owned and controlled by women and/or socially and economically disadvantaged individuals shall have equal and maximum practicable opportunity to participate in the City’s purchasing program when funded in whole or in part by federal funds. (2 CFR 200.321)

7.6.2 Definitions

7.6.2.1 Small Business – Those businesses that fall in the category of small by the Small Business Administration.

7.6.2.2 Minority Business Enterprise (MBE) – An independent and continuing business or profit, which performs a commercially useful function, and which is owned and controlled by one or more minority group members. For purpose of this definition, minority group members include, but not limited to, Black Americans, Hispanic Americans, Native Americans (including American Indians, Eskimos, Aleutians and Native Hawaiians) and Asian-Pacific Americans (including persons whose origins are from Japan, China, the Philippines, Vietnam, Korea, Samoa, Guam, the United States, Trust Territories of the Pacific, Northern Marianas, Laos, Cambodia and Taiwan).

7.6.2.3 Women-Owned Business Enterprise (WBE) – An independent and continuing business for profit, which performs a commercially useful function, and which is owned and controlled by one or more women.

7.6.2.4 Disadvantaged Business Enterprise (DBE) - A small business concern which is (a) at least fifty-one percent (51%) owned by one or more socially and economically disadvantaged individuals, or in the case of any publicly owned business, at least fifty-one percent (51%) of the stock of which is owned by one or more socially and economically disadvantaged individuals; and (b) whose management and daily business operations are controlled by one or more socially and economically disadvantaged individuals who own it. Socially and economically disadvantaged individuals include MBE’s, WBE’s and any other minorities or individuals found to be disadvantaged by the Small Business Administration pursuant to Section 8(a) of the Small Business Act.

7.6.2.5 Handicapped-Owned Business Enterprise (HBE) – An independent and continuing business for profit, which performs a commercially useful function, and which is owned and controlled by one or more disabled individuals pursuant to the federal ADA Act.

7.6.3 Good Faith Effort
The City of Turlock expects all general contractors to solicit minority, disadvantaged and women-owned business firms as subcontractors and materials suppliers. All general contractors should make a good faith effort to work with the City to fulfill our joint commitment to these business enterprises. Only through this combined effort can we create a business climate favorable to all citizens of the City of Turlock.

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7.6.4 Minority Determination
For purposes of determining whether a business is a Minority-Owned Business Enterprise, Disadvantaged-Owned Business Enterprise or a Women-Owned Business Enterprise, the minority or minorities, the woman or women, or a combination of minorities and women as the context requires shall (1) possess legal authority and power to manage business assets, good will and daily operation of the business, and (2) actively and continuously exercise such authority and power in determining the policies and directing the daily operations.

7.6.5 General Requirements
City Contract Administrator and City Purchasing Division staff will:

• Provide all qualified DBE’s an opportunity to bid on any City contract. • Provide one-on-one counseling to DBE’s with respect to obtaining bid bonds and performance bonds.
• Advertise all upcoming contracts in minority publications. • Take a leadership role in interacting with organizations that promote minority business development such as the Hispanic Chamber of Commerce and the Small Business Development Center.
• Hold special events to acquaint DBE’s with City purchasing procedures and upcoming opportunities.
• Coordinate pre-bid conferences to include general contractors and subcontractors at the same time so as to provide opportunities for minority, women and handicapped business owners to meet general contractors.

7.7. DISADVANTAGED BUSINESS ENTERPRISES (DBE)

7.7.1 Policy Statement
It is the policy of the City of Turlock to utilize Disadvantaged Business Enterprises (DBE’s) and firms as defined in 49 CFR Part 23 in all aspects of contracting, to the maximum extent possible. This policy, which is fully described herein, constitutes policy and commitment to substantially increase DBE utilization in all program activities funded wholly or in part by the U.S. Department of Transportation.

The City, its contractors and subcontractors, which are the recipients of Federal-aid funds, agree to ensure DBE firms have the maximum opportunity to participate in the performance of contracts and subcontracts. In this regard, this Agency and all of its contractors and subcontractors will take all reasonable steps in accordance with 49 CFR Part 23 to ensure that DBE firms have the maximum opportunity to compete for and perform contracts.

7.7.2 Disadvantaged Business Enterprise Liaison Officer

7.7.2.1 The City Manager will appoint the DBE Liaison Officer(s). The DBE Liaison Officer(s) shall be assigned such staff as necessary to fully implement the provisions of 49 CFR Part 23 and such other DBE programs as may be required.

7.7.2.2 The DBE Liaison Officer shall develop, manage and implement the DBE Program

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on a day-to-day basis. The Liaison Officer shall:
• Develop and carry out technical assistance programs for DBE’s. • Arrange solicitations, time for the presentation of bids, quantities, specifications and delivery schedules so as to facilitate the participation of DBE’s. Where such changes are found necessary to increase DBE utilization, they will be made in consultation and cooperation with the functional unit involved.
• Provide guidance to DBE’s in overcoming barriers such as inability to obtain bonding or financing.
• Carry out information and communication programs on contracting opportunities in timely manner. Programs shall be bilingual where applicable.
• Investigate the services offered by banks owned and controlled by DBE’s. • Listing of certified DBE’s are to be made available to all project bidders. Such listing will include the following information: Name, address, telephone number, DBE classification and type of work performed by the firm. • Prior to approval of the substitution of any DBE subcontractor for any given project, the prime contractors will be required to provide and prove good faith effort to replace the DBE with another eligible DBE. • Establish a DBE overall annual goal. The goal shall be evaluated annually and adjusted as necessary.
• Establish an appropriate individual project DBE goal for each Federal Aid Project advertised.
• Perform good faith analysis when the project goal is not achieved. • Maintain such documentation as is necessary to verify performance of all activities included in this program.

7.7.3 Public Notification
Public notification shall include published notice in both a minority and majority local media and shall include the following information:
• Annual overall DBE goal.
• Notification that a description of how the goal was set is available for public inspection for a period of thirty (30) days.
• Notification that both the U.S. DOT and the City of Turlock will accept comments on the goal for 45 days from the date of the notice. The notice shall advise interested parties that comments are for information purposes only.

The program will be reaffirmed annually, by public notice, at the time of the publication of the overall goal. If substantial changes are made to this document, the entire document shall be subject to notification as noted above. In addition to the foregoing, interested DBE and majority contractor organizations will receive direct mailings of this complete program.

7.7.4 Establishment of Goal
The DBE goal will be established both annually (overall) and on a per contract basis. The overall goal will be based on planned contract activity for the coming year. The overall

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goal established will be subject to methodology and procedures established in 49 CFR Part 23, Subparts (C) and (D) and takes effect on October 1st of each year.

The overall DBE goal established with this program is 10%. Individual project goals will be established based on the following criteria:

• Attainment of established overall goals.
• Size of the project.
• Opportunities for DBEs as subcontractors, vendors and suppliers. • Minority population of the geographic area in which the work is to be performed. • DBE goals being utilized in the geographic area by other State, Federal, or local jurisdictions.
• Availability of certified DBEs.
• Past experience on projects similar to the project being evaluated. • Such other factors as may affect the utilization of DBEs.

Projects that do not contain a specific goal will contain the following provisions:
• Policy. It is the policy of the Department of Transportation that Disadvantaged Business Enterprises as defined in 40 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds provided by the USDOT.
• DBE Obligation. The recipient or its contractor agrees to ensure that Disadvantaged Business Enterprises, as defined in 49 CFR Part 23, have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all recipients or contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that Disadvantaged Business Enterprises have the maximum opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin, ancestry, religion handicap or gender in the award or performance of U.S. DOT-assisted contracts.

7.7.5 Contract Procedure
These procedures require bidders to submit the names of DBE subcontractors and suppliers, a description of the work each is to perform or material to be furnished, and the dollar value of each DBE sub activity.

7.7.6 DBE Notification
Projects will be advertised in local newspapers and minority-focus newspapers when possible. These ads will include reference to DBE requirements and will indicate the DBE project goal. DBE supportive service assistance centers will receive notification of projects scheduled to be advertised. Such centers will be afforded the opportunity to receive complementary plans and specifications for projects within their geographical area of responsibility.

7.7.7 Selection Criteria for Projects with DBE Goals
Every project containing a DBE goal shall be evaluated by the DBE Liaison Officer or

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his/her designee to ascertain the bidding contractor’s efforts to attain the DBE goal. The award of any project must be concurred by the DBE Liaison Officer or his/her designee before said contract may be awarded. Should there be a disagreement between functional units concerning the contractor’s efforts to attain contract goals for DBE participation, the matter shall be referred to the City Manager or his/her designee, for final determination. Competitors that fail to meet the DBE goal and fail to demonstrate sufficient reasonable good faith efforts shall be declared non-responsive and ineligible for award of the contract.

All contracts that contain a DBE goal, pursuant to this policy, will be monitored on an ongoing basis by City project personnel during the course of construction. The DBE Liaison Officer is to be immediately advised of any circumstances wherein contractor compliance with the DBE provision of the contract is questionable. The contractor shall submit a final report for each project that includes total payments to the prime contractor, as well as any payments the prime contractor has made to DBE subcontractors, vendors, and suppliers. If the report indicates the prime contractor has not achieved the project goal, project personnel shall attach an evaluation in narrative form, of the reasons for failure to attain the goal and any corrective action that was taken. Prime contractors will be required to notify the Agency of any situation in which regularly scheduled progress payments are not made to DBE subcontractors, vendors, or suppliers.

7.7.8 Counting DBE Participants
This City, its contractors and subcontractors shall count DBE participation in accordance with the provisions of Section 23.47, Title 49, of the Code of Federal Regulations.

7.7.9 Records and Reports
The DBE Liaison Officer shall maintain such records, and provide such reports as are necessary to ensure full compliance with this policy. Such records and reports shall include, as a minimum, the following information:
• Awards to DBE’s.
• Awards to majority contractors.
• Final project reports concerning DBE Utilization.
• Such other data as is needed to fully evaluate compliance with this program.

The DBE Liaison Officer shall submit reports to the California Department of Transportation or U.S. DOT element as required. These reports will include:
• Number and dollar value of contracts awarded.
• Number and dollar value of contracts and subcontracts awarded to DBE’s. • The percentage of the dollar value of all contracts awarded during the year which were awarded to DBE’s.

Reports shall be broken down separately by ethnic grouping.

7.7.10 Complaints
Any complaints received by the City of Turlock concerning this program will be investigated. The City shall endeavor to resolve said complaints within ninety (90) days of receipt of the complaint by the DBE Liaison Officer. The appropriate U.S. DOT element

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will be furnished a copy of the complaint and may be invited to participate in the investigation/resolution of the complaint. The U.S. DOT will receive a complete investigative report on the complaint and may be requested to concur in the proposed disposition of said complaint. The contractor will be directed to notify the City of any complaints they may receive concerning this program.

7.7.11 Summary of Significant Regulations
The table below summarizes some of the more significant regulations related to public works projects:

Clause Threshold Citation
Bonding
(a) A bid guarantee from each bidder
equivalent to five percent of the
bid price. The “bid guarantee”
must consist of a firm
commitment such as a bid bond,
certified check, or other
negotiable instrument
accompanying a bid as assurance
that the bidder will, upon
acceptance of the bid, execute
such contractual documents as
may be required within the time
specified.
(b) A performance bond on the part
of the contractor for 100 percent
of the contract price. A
“performance bond” is one
executed in connection with a
contract to secure fulfillment of
all the contractor’s obligations
under such contract.
(c) A payment bond on the part of
the contractor for 100 percent of
the contract price. A “payment
bond” is one executed in
connection with a contract to
assure payment as required by
law of all persons supplying labor
and material in the execution of
the work provided in the contract.

For construction or facility
improvement contract or
subcontract exceeding the Federal
Simplified Acquisition Threshold,
the Federal awarding agency or
pass through entity may accept
the bonding policy and
requirements for the non-Federal
entity provided that the Federal
awarding agency or pass through
entity has made a determination
that the Federal interest is
adequately protected.
2 CFR 200.326
The bidder’s security shall be in an
amount equal to at least 10 percent
of the amount bid. A bid shall not be
considered unless one of the forms
PCC Section 20171,
20483

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Clause Threshold Citation
of bidder’s security is enclosed with
it.

The faithful performance of the
contract shall be secured by not less
than 25 percent of the contract price.

The contractor shall also furnish a
labor and material bond as required
by law in a sum not less than 50
percent of the contract price.

PCC Section 20483
Administrative, contractual, or legal
remedies in instances where
contractors violate or breach contract
terms, and provide for sanctions and
penalties as appropriate.

For procurement over the Federal
Simplified Acquisition threshold
Appendix II to Part 200
Termination for cause and for
convenience including the manner by
which it will be affected at the basis
for settlement.

For procurement over $10,000 Appendix II to Part 200
Equal Employment Opportunity All contracts that meet the definition of the “federally assisted
construction contract” in 41 CFR
Part 60-1.3
Appendix II to Part 200
Davis- Bacon Act All prime construction contracts in
excess of $2,000
Appendix II to Part 200
Contract Work Hours and Safety
Standard Act
All contracts in excess of $100,000
that involve the employment of
mechanics or laborers
Appendix II to Part 200
Rights to Inventions Made Under a
Contract or Agreement
Contracts that meet the definition
of “funding agreement” under 37
CFR 401 Part 2(a) and the recipient
or subrecipient wishes to enter
into a contract with a small
business firm or nonprofit
organizations regarding the
substitution of parties, assignment
or performance of experimental,
developmental, or research work
under that “funding agreement”,
the recipient or sub recipient must
comply with the requirements of
37 CFR Part 401, rights to
inventions made by nonprofit
organization and small business
firms under government grant,
contract and cooperative
agreement.

Appendix II to Part 200

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Clause Threshold Citation
Clean Air Act (42 U.S.C. 7401-7671q.)
and Federal Water Pollution Control
Act (33 U.S.C. 1251-1381)
Contracts in excess of $150,000 Appendix II to Part 200 Byrd Anti-Lobbying Amendment (31
U.S.C. 1352)
Contracts in excess of $100,000 Appendix II to Part 200 6002 of the Solid Waste Disposal Act

When procuring only items
designated in guidelines of the
Environmental Protection Agency EPA
at 40 CFR Part 247 that contain the
highest percentage of recovered
materials practicable consistent with
maintaining A satisfactory level of
competition. Procuring solid waste
management services in a manner
that maximizes energy and resource
recovery and establishing an
affirmative procurement program for
procurement of recovered materials
identified in the EPA guidelines
For a non-Federal entity that is a
state agency or agency of a
political subdivision of a state, a
contract with a purchase price that
exceeds $10,000 or the value of
the quantity acquired during the
preceding fiscal year exceeded
$10,000.
2 CFR 200.323
Notice to FTA and U.S. DOT Inspector
General of information related to
fraud, waste, abuse, or other legal
matters.

Applies to all contracts at all tiers
expected to equal or exceed
$25,000. The recipient must
require a prime contractor to flow
down the requirement to
subcontractors.

FTA master agreement
39B note: this
requirement only
applies to
procurements awarded
after October 2018. See
the master agreements
at FTA Grant
Agreements | FTA
(dot.gov).

Prohibition of certain
telecommunications and video
surveillance services or equipment.

All contracts made by the non-
Federal entity under the federal
award.
2 CFR 200. 216
Domestic preferences for
procurements.

To the greatest extent practicable
and consistent with law, provide a
preference for the purchase,
acquisition, or use of goods,
products or materials produced in
the United States.
2 CFR 200.322

City of Turlock Purchasing Manual (11/25) 76
SECTION 8 : CONTRACTS

8.1. APPLICABILITY

8.1.1 Sound and Complete Agreement
All contracts shall include provisions to define a sound and complete agreement, appropriate to the type and complexity of the project. At a minimum, these include a well-defined statement of work or specification, a defined contract term, a clear statement of the price and payment terms, and all applicable clauses required by federal, state, or local laws and regulations. Contracts will not contain so-called "un-priced options," either for extending services or for additional items. All purchase orders and contracts will be drafted by the City and contain standard terms and conditions.

8.2. GENERAL REQUIREMENTS

8.2.1 Retroactive Contracts
No City contract shall be commenced prior to approval by the City Manager or the City Council. Contractors and vendors shall be advised by the responsible department head that performance under the contract may not commence prior to such approval. No payment shall be made prior to this approval. Any variation of this policy must be justified in writing to the Purchasing Officer.

8.2.2 Contract Periods
Multiple-year contracts must include provisions for early termination and must be contingent upon available funding.

Unless exempted by the City Manager, no contract shall extend, either by original contract or by renewals or amendments, for more than a total period of five (5) years (60 months) unless there is a distinct and particular advantage to the City to contract for longer periods of time.

8.2.3 Compensation for Contracts

8.2.3.1 Compensation Methods
A. Lump sum or fixed price: Utilized when the contract is for a given result and the City is not concerned with the cost incurred by the contractor, but with the end product.

B. Hourly rate plus cost reimbursement, with a ceiling on that total project or contract amount. This method may also be used for a contract with a given result. In this case the contractor agrees to charge only for the hours utilized at an agreed rate of compensation and reimbursement of costs.

C. Monthly compensation for those contractors whose services are rendered generally not less than forty (40) hours per week and no longer than a one- year period.

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8.2.3.2 Payment Terms
All contracts should contain payment terms addressing the following:

A. The rates of compensation to be paid to the contractor. There are no set rates for paying contracts. Amounts to be paid depend upon the complexity and difficulty of the project, the going rate for similar work, and the qualifications and reputation of the individual or firm being awarded the contract. The rates of compensation included in the contract should agree with the rates listed in the bid or proposal submitted.

B. Independent contractors are responsible for bearing all costs incidental to the performance of their services to the City.

C. Any other expenses shall be clearly and specifically set forth in the contract.

D. Progress payments shall be avoided whenever possible and especially on contracts less than three (3) months in duration. If it is essential that progress payments be made, they shall not be made more frequently than monthly in arrears or at clearly identifiable stages of progress based upon written progress reports submitted with the Contractor’s invoices. In the aggregate, progress payments shall not exceed ninety percent (90%) of the total amount of the contract. Progress or other payments shall always be based on at least equivalent services rendered and not made in advance of service rendered, unless otherwise negotiated.

E. While advance payments by the City are legally permitted, such payments are discouraged and should only be made when absolutely necessary.

Contracts or agreements containing provisions for advance payment by the City shall provide for small, periodic payments that are tied to deliverable goods or services, rather than total contract price or lump sum advances.

8.3. CONTRACT PREPARATION AND PROCESSING

8.3.1 Negotiation
Once the prospective vendor has been identified, it is up to the requesting department, with assistance from Purchasing, to negotiate a contract. The requesting department should draft the contract, with assistance from Purchasing and the City Attorney. It is critical to involve all departments that may be affected by the particular contract in the negotiations as soon as possible.

8.3.2 Contract Drafting
City Attorney has developed template agreements for suppliers, professional services, public works improvement projects, and service providers with prevailing wage language, when applicable. The requesting department should obtain the appropriate template and add information from the successful proposal to complete the contract.

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8.3.3 Contract Processing

8.3.3.1 The Requesting department completes the contract and obtains the vendor’s signature on the contract.

8.3.3.2 Once the vendor has signed the contract, the department will fill out a Contract Routing Sheet that identifies pertinent contract information and the approvals required. The contract is then routed through Finance for review and to the City Manager for signature if the contract is within the signing authority.

8.3.3.3 If the contract requires Council approval, once the vendor has signed the contract, it is returned to the department for processing and presentation to the Council. The department will fill out a Contract Routing Sheet that identifies pertinent contract information and the approvals required.

8.3.3.4 The department will provide the City Clerk’s Office with the Contract Routing Sheet, the required number of copies of the contract, and identify the signatures required. If the City Council approves the contract, the information provided will allow the Council and City Attorney to fully execute the contract at the Council meeting.

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SECTION 9 : CONTRACT ADMINISTRATION

9.1. APPLICABILITY

9.1.1 Contract Administration
Contract administration is the post-award administration of the contract to ensure compliance with the terms of the contract by both the contractor and City of Turlock.

Every type of contract will have different contract administration actions and the documentation required to support that administration will differ as well. Supply contracts have different specific administrative actions than construction contracts do, just as fixed price contracts are administered differently than cost- reimbursement contracts.

9.1.2 Contract Monitoring
Contract monitoring allows the City to diagnose problems that may lead to work change orders, schedule delays, cost overruns, or unacceptable product quality. In order to guard against these problems, the requesting department will designate a Contract Administrator, establish administrative controls, monitor work progress regularly, and establish cost controls.

9.1.3 Contract Administrator
The requesting department head will assign responsibility for each contract. This individual will be the single contact person and be responsible for:
• Coordinating the flow of information between the contractor and the City. • Responding to requests made by the contractor.
• Monitoring the procurement progress against the work scheduled. • Coordinating the delivery of data or services to the contractor. • Approving all contract deliverables.

The Contract Administrator should have a technical background to promptly diagnose problems in the development, testing, implementation, and operation of the product or service.

9.1.4 Administrative Controls
The Contract Administrator and the contractor’s project manager shall hold a kick-off meeting or separately discuss the rights, obligations, and responsibilities of both parties soon after the contract is signed. During this review, they should discuss all issues that were difficult to settle, if any, since these issues are the most likely points for future disagreement. The Contract Administrator should review the following:
• Communication channels between the City and the contractor, designating

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specific personnel by name, title, responsibility, address, and telephone number.

This should include the designation of personnel who should be contacted in the event problems arise.
• Major milestones, including the due dates for all contract deliverables and the provision of all property, material, and manpower by the City to the contractor. • Administrative and technical requirements for reporting work progress. • Administrative requirements for reporting expenses and procedures for progress payments or other financial arrangements.
• Administrative and technical procedures for inspecting and accepting contract deliverables.
• Administrative procedures for authorizing modifications to the contract.

9.1.5 Work Progress

9.1.5.1 Written progress reports are an effective tool for the Contract Administrator to maintain control over the project and should be required from the contractor.

The frequency of the progress reports should be based on the terms of the contract. Shorter-term contracts may require biweekly progress reports, whereas long-term contracts may require monthly reports.

9.1.5.2 The progress reports should describe:
• Actual progress during the current reporting period;
• Deviations from planned progress;
• Problems anticipated in the next reporting period.

9.1.6 Cost Controls
Cost controls are another means of determining whether the procurement is proceeding as planned. Cost controls warn the Contract Administrator of any problems the contractor may have in completing the required work within the contractual cost limits by showing the relationships between actual and expected costs. Cost controls can also be used with cost-reimbursement contracts as a means of noting deviation from target costs. The Contract Administrator can then suggest actions that will reduce costs and future deviations.

Cost control is maintained by requiring the contractor to submit a cost plan and a cost status report with the written progress report.
• A cost plan is a task-by-task budget of direct labor costs, fringe benefits, overhead, direct materials, direct services, and other expenses, as well as general and administrative costs.
• A cost status report provides information using the same cost elements found in the cost plan. The cost status report is used to update the City on actual costs, cumulative costs-to-date, and variances between actual and planned costs.

9.1.7 Invoice Review and Approval

9.1.7.1 Upon receipt of an invoice from a contractor, the Contract Administrator should review the invoice for accuracy before submitting it to the Finance Department in an accounts payable batch for payment. The review should include verifying:

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• Compliance with contract terms and conditions,
• Mathematical accuracy,
• Goods and services were received, and
• Any applicable discounts were applied.

9.1.7.2 Any discrepancies in the contractor’s invoice should be promptly resolved by the Contract Administrator.

9.1.7.3 The Contract Administrator should sign or obtain the authorized signature and date the invoice denoting their approval and forward the invoice to the staff member paying the invoice.

9.1.8 Inspection of Plant and Audit of Records

9.1.8.1 When applicable, the contract administrator should prepare a plan establishing a schedule for inspecting the plant or place of business of the contractor or any subcontractor that is related to the performance of the contract. • The schedule should provide for both announced and unannounced visits. • The frequency of the visits should be determined by the contract administrator based on the nature of the contract and the risks to the City if the goods or services received are defective. At a minimum, a site visit should be conducted within the first month after contract execution.

9.1.8.2 The contract administrator should perform audits of the contractor’s records when invoices are based on the units provided or the contractor’s actual costs (e.g., cost reimbursement and time and materials contracts). • The nature and extent of the review should be based on the materiality of the amounts invoiced.
• Audits involve more extensive procedures than the monthly invoice approval process. When auditing a contractor’s records, the contract administrator should select invoices for testing and trace the amounts on the invoices through the contractor’s records to the original documentation. For example, contractor time on the invoice may be checked to the contractor’s time reports, and then, for a sample of employees, their time should be checked back to their timesheets.
• Payments should be subsequently adjusted for any errors noted during an audit. Additionally, if significant errors are noted, the contract administrator should work with the Purchasing Officer or City Engineer on whether additional actions, up to and including contract termination are required.

9.1.9 Contract Administration Files - Procurement
The City shall maintain records detailing the history of a procurement in a manner consistent with the size, complexity, and cost of the contract. Purchase orders and contract files will be kept in storage for 10 years from the date of final payment. At a minimum, these records shall include: (2 CFR 200.318(i))

9.1.9.1 The rationale for the method of the procurement,

9.1.9.2 Selection of the contract type,

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9.1.9.3 Reasons for each contractor's selection or rejection, and

9.1.9.4 The basis for the contract price.

9.1.10 Contract Files – Post-Award
For all contracts above the micro-purchase level, the awarding department will ensure that the contract file includes the following, as applicable:

9.1.10.1 The executed contract

9.1.10.2 Performance and payment bonds, bond-related documentation, and correspondence with any sureties;

9.1.10.3 Contract-required insurance documentation;

9.1.10.4 Post-award (pre-performance) correspondence from or to the contractor or other Governmental agencies;

9.1.10.5 Notice to proceed;

9.1.10.6 Approvals or disapprovals of contract submittals required by the contract and requests for waivers or deviations from contractual requirements;

9.1.10.7 Modifications/changes to the contract including the rationale for the change, change orders issued, and documentation reflecting any time and or increases to or decreases from the contract price as a result of those modifications;

9.1.10.8 Memos/Letters/Reports including field reports, meeting notes, correspondence, and progress reports.

9.1.10.9 Documentation related to any inspections of the contractor’s plant or audit of the contractor’s records;

9.1.10.10 Documentation regarding settlement of claims and disputes including, as appropriate, results of audit and legal reviews of the claims and approval by the proper City, State, or Federal official (i.e., FTA, City Council, City Manager) of the settlement amount;

9.1.10.11 Documentation regarding stop work and suspension of work orders and termination actions (convenience as well as default); and

9.1.10.12 Documentation relating to contract close-out.

9.1.10.13 Executed Resolution when applicable

9.1.10.14 Staff report when applicable

9.1.10.15 Hard copies need to be sent to the City Clerk to file in the vault.

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SECTION 10 : SPECIAL PURCHASING PROCEDURES

10.1. APPLICABILITY
This section includes information regarding the procurement of specific items that have unique restrictions or requirements.

10.2. INFORMATION TECHNOLOGY

10.2.1 Information Technology (IT)
IT means equipment, hardware, software, firmware, programs, systems, networks, infrastructure, media, and related material used to automatically, electronically, and wirelessly collect, receive, access, transmit, display, store, record, retrieve, analyze, evaluate, process, classify, manipulate, manage, assimilate, control, communicate, exchange, convert, converge, interface, switch, or disseminate information of any kind or form. All acquisitions of information technology require close coordination as well as approval from the Information Technology Department. IT approval will be documented through a Help Desk ticket.

10.2.1.1 The user/requestor should determine the need and type of equipment or software required. IT Department staff are available for technical consultation and assistance if required.

10.2.1.2 The user/requestor may submit the acquisition request to IT one of three ways.

The requestor may email the Help Desk at [email protected], call Ext. 4321 and leave a voicemail, or create an IT Request through the Turlock City Intranet.

10.2.1.3 IT Department staff will work with the requestor department to determine the most appropriate method of procurement and initiate the procurement or assist with the process, depending on the nature of the items or services being requested. If the department will be proceeding with the purchase, the IT department approval documentation will need to be included on the purchase order.

10.3. MOTOR VEHICLES
Vehicles are crucial to many City operations. Consequently, the development of specifications for vehicles should take into consideration the function(s) for which the vehicle will be operated; the acquisition process; operating and maintenance costs; and other relevant factors.

10.3.1 Utilization of Contract

10.3.1.1 The Fleet Division will develop specifications with the requesting department for all vehicle purchases.

10.3.1.2 The following two-step review process is implemented through; first determining the operational need (qualitative) and second a cost benefit analysis (quantitative):

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a. The operational need or qualitative assessment ensures that the vehicle or equipment is needed, that the vehicle being purchased is optimized to meet the operational needs of the customer department, and that the vehicle being purchased is the right size/class of vehicle to purchase. b. The cost benefit or quantitative analysis compares potential vehicles in terms of initial cost, lifetime fuel cost, environmental impact, maintenance cost, depreciation, and resale value.

Public Safety vehicles being utilized for emergency response shall be selected at the discretion of the Department Chief.

10.3.1.3 Vehicles should generally be acquired through a competitive process; which may be accomplished by utilizing a cooperative agreement or by contract piggyback in order to streamline the procurement processes.

10.3.1.4 When vehicles are not available for purchase through a cooperative agreement, piggyback contracts, or sole source procurement but are deemed necessary by the Fleet Manager, a recommendation will be made to the City Manager for approval to procure a vehicle(s) through other sources (ex. auctions, dealerships, etc.) if a budgeted appropriation exists. The purchase shall not require the City Council’s approval prior to the purchase unless the purchase amount exceeds the City Manager’s approval threshold, which it must then be reported at the next City Council meeting.

The following procedures and requirements must be followed to purchase a vehicle from a dealership. The Fleet Division will develop specifications based on the user department’s needs. The Fleet Division may solicit at least three (3) written quotes utilizing informal procurement procedures; an attempt will be made to solicit from local vendors. A thorough inspection of each vehicle under consideration will be performed by Fleet Division staff, who will make recommendation for purchase. Once the purchase order has been created and approved, Fleet will arrange for transportation to the city, ensure vehicle registration is complete and submit sale documentation to the Accounting Division in a timely manner. If necessary, the Department making the purchase will prepare the council item.

10.4. BLANKET PURCHASE ORDERS

10.4.1 Use of Blanket Purchase Orders
Blanket purchase orders will be allowed on a very limited basis as approved by the Purchasing Division. Blanket purchase orders are intended for small, repetitive purchases, where individual transactions are equal or less than $5,000 and total fiscal year spending is under $25,000 with the same vendor, or for similar goods and services.

10.4.2 Requests for a Blanket Purchase Order
Requests for blanket orders will be reviewed for approval when requested by departments and approved by the Purchasing Division for given fiscal year. Departments are advised that these orders are not to be used to circumvent the bidding process and are subject to being closed if in the opinion of the Purchasing Officer, the City would be better served with the

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items being bought in a competitive bid process.

10.4.3 Vendor Selection
The decision for selecting vendors for a blanket (open) purchase order shall be based on the following criteria:
a. Geographic location (how much time will be spent by employees in traveling to purchase goods?)
b. Responsiveness and capabilities of the vendor to provide the needed materials.

User departments should monitor the usage of blanket purchase orders to ensure that they do not exceed the established budget or the transaction threshold.

10.5. PETTY CASH
Petty cash purchases may be made by authorization of the Department Head up to an amount of seventy-five dollars ($75.00) inclusive of sales tax. Petty cash purchases should be made in compliance with the City’s Petty Cash Policy.

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SECTION 11 : SURPLUS CITY PROPERTY AND UNCLAIMED PROPERTY

11.1. APPLICABILITY
Pursuant to §2-7-04 (j), of the Turlock Municipal Code, the Purchasing Officer shall have the authority to recommend to the City Manager the transfer of surplus or unused supplies and equipment between departments as needed and the sale of all supplies and equipment which cannot be used by any agency or which have become unsuitable for City use.

11.2. PROCEDURES

11.2.1 Disposal Methods
The Purchasing Officer or designee, upon approval of the City Manager, may dispose of surplus property by any of the following methods:
a. Trade-in on New Equipment
b. Sale at Public Auction
c. Sale by Sealed Bids
d. Junking
e. Sale as Scrap
f. Donation to Non-profit Organization or another governmental agency Only the City Manager has the authority to approve the sale or disposition of personal property owned by the City. The Purchasing Officer or designee will facilitate the sale and disposition of property subsequent to approval.

11.2.2 General Procedure

11.2.2.1 Owner Department Procedures
A. Notifies Purchasing of materials and equipment by completing and submitting a surplus property form. The form should identify the contact person’s name and phone number.

B. Coordinate with IT that all information technology equipment has been properly sanitized prior to disposition.

C. Dispose of supplies and equipment in accordance with the method approved by the City Manager.

D. Sell recyclable materials to scrap dealers.

E. Ensure applicable state or federal regulations if the surplus equipment was acquired with a grant.

F. The department collecting revenues from sales will prepare deposits for submission to Finance.

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11.2.2.2 Purchasing Division Procedures
A. Recommend to the City Manager the most appropriate method of disposition for materials and equipment identified as surplus.

B. Review the surplus property form submitted by the Owner Department and submit it to the City Manager for approval.

C. Dispose of equipment in accordance with the method approved by the City Manager. 1) Sell surplus equipment at auction or by sealed bid. Sealed bids are opened on the due date in the presence of witnesses.
2) Ensure applicable state or federal regulations if the surplus equipment was acquired with a grant.

D. Maintain records of sales and advise the Accounting Division of fixed asset disposition as appropriate.

E. Maintain records of surplus property on hand.

F. The department collecting revenues from sales will prepare deposits for submission to Finance.

11.2.3 Trade-Ins
Departments are encouraged to trade in equipment that is being replaced at the time of the new equipment acquisition when possible. Trade-ins earn credits against the purchase of a new item, transfer moving and storage costs to the vendor, and result in a faster, less costly disposition of unwanted equipment than the sealed bid or auction processes. To trade in equipment, the department should attach a list of the equipment to be traded to the requisition for the new equipment purchase.

If the new equipment acquisition is through a competitive procurement process, the requesting department should request bids on the trade-in equipment as part of the bid for the new equipment.

11.2.4 Information Technology
Information technology equipment, including computers, printers, and copiers, should be sent to the Information Technology Department for sanitization prior to disposition by Purchasing.

11.2.5 Vehicle Disposal
Disposal of City-owned vehicles must be facilitated by Fleet Services Division, who will work directly with the Purchasing Officer. Prior to disposal of any vehicle, Fleet Services will evaluate the vehicle for usage in other City departments. This may result in the transfer of the assets to another department, without compensation to the originating department, when applicable.

City Council Staff Report
November 18, 2025

From: Michael Harcksen, Fire Division Chief Operations
Prepared by: Michael Harcksen, Fire Division Chief Operations Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Resolution: Appropriating $299,399 to Fund 119 "American Rescue Plan Act" account # 119- 30-300.51035 "Helmet Cameras" for the agreement with Qwake Technologies Inc. for the purchase of C-Thru technology equipment, software, training and support.

Motion: Approving an agreement with QWAKE Technologies for the purchase of sixteen (16) C-THRU Navigator units, four (4) Command tablets, accessories, shipping, three (3) year term for software subscription and initial training and start up in a form approved by the City Attorney

2. NARRATIVE:

The Turlock Fire Department is requesting approval to enter into a contract with Qwake Technologies for the purchase of C-THRU navigators and command tablets. The C-THRU system is an advanced visual navigation and situational awareness tool designed to enhance firefighter safety and operational effectiveness in smoke-filled or low-visibility environments.

This technology provides real-time thermal imaging and augmented-reality overlays that allow firefighters to identify victims, navigate hazardous conditions, and maintain visual contact with team members and command personnel. Implementation of this system supports the City’s goal to modernize emergency response capabilities and improve safety for both firefighters and the public.

Firefighting operations often occur in complex, low-visibility environments where rapid decision-making and situational awareness are critical. The C-THRU system provides an innovative solution that improves visibility and communication for firefighters operating in hazardous conditions. By integrating augmented reality with thermal imaging, the devices enhance search and rescue efficiency, reduce disorientation, and allow incident command staff to monitor firefighter positions in real time through the command tablets. This investment represents a significant step forward in ensuring firefighter safety and operational readiness.

This technology aligns with the City of Turlock’s strategic goals of enhancing public safety services, utilizing innovation to improve operational effectiveness, and ensuring the well- being of first responders. The C-THRU system has been successfully adopted by other fire agencies and has demonstrated measurable improvements in response time, safety, and mission success rates. The Fire Department anticipates that adoption of this system will provide long-term benefits in terms of both safety outcomes and operational efficiency.

3. FISCAL IMPACT / BUDGET AMENDMENT:

The total cost of the proposed purchase will be funded through the City’s unspent allocation of American Rescue Plan Act (ARPA) funds (Fund 119) as a one-time expenditure. All costs

Agenda Staff Report
11/18/2025

associated with the acquisition—including equipment, training, and initial support services— will be paid at the time of contract execution. The contract with Qwake Technologies will be established for an initial term of three (3) years, which includes warranty coverage, software support, and system updates during that period. No ongoing operational or maintenance costs are anticipated to impact the General Fund during the term of the agreement.

The Purchasing Division has made the determination that this item does not require a competitive procedure due to TMC 2-7-08 (b) (2) that states, bidding is not required when supplies, materials, equipment, or services can be obtained from only one (1) vendor.

4. 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.

5. ATTACHMENTS:

1. Draft Resolution

2. The City of Turlock - Qwake Quote

3. The City of Turlock, CA- Qwake Sole Source Justification- 2025

4. The City of Turlock, CA Qwake MSPA

5. Qwake Addendum

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK

WHEREAS, Appropriating $299,399 to Fund 119 "American Rescue Plan Act" account # 119-30-300.51035 "Helmet Cameras" for the agreement with QWAKE Technologies Inc. for the purchase of C-thru technology equipment, software, training and support; and

WHEREAS, this technology aligns with the City of Turlock’s Strategic goals of enhancing public safety service, utilizing innovation to improve operational effectiveness, and insuring the well-being of the first responders; and

WHEREAS, The Purchasing Division has made the determination that this item does not require a competitive procedure due to TMC 2-7-08 (b) (2) that states, bidding is not required when supplies, materials, equipment, or services can be obtained from only one (1) vendor;

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby approve the appropriation of funds from Fund 119 “American Recovery Act Plan” (ARPA) to Account # 119-3-300.51035 “Helmet Cameras”.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 18th day of November, 2025, by the following vote:

AYES: ( )
NOES: ( )
NOT PARTICIPATING: ( )
ABSENT: ( )

ATTEST:

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

}
}
}
}
}
}
}
}
RESOLUTION NO. 2025-XXXIN THE MATTER OF APPROPRIATING
$299,399 TO FUND 119 “AMERICAN
RESCUE PLAN ACT” ACCOUNT # 119-30-
300.51035 “HELMET CAMERAS” FOR THE

AGREEEMENT WITH QWAKE
TECHNOLOGIES INC. FOR THE

PURCHASE OF C-THRU TECHNOLOGY

EQUIPMENT, SOFTWARE, TRAINING AND

SUPPORT

Pioneer Program PricingQuote
Qwake Technologies, Inc. Melanie Dziewit
[email protected]
Date Issued: 10/25/25Revised Date 11/5/25Quote Expiration:12/30/2025Account Number:Sales Contact Estimated Effective Date:1/1/202614205 N Mo Pac Expy Ste 570 Effective End Date:12/1/2028PMB 691758 480.589.9499 Payment Terms: Net 30Austin, Texas 78728-6529 US Ship Date: January 2026Bill to Ship toContact Name Contact Name City Name AgencyAddress AddressPhone PhoneEmail Address Email AddressProducts UnitsMSRP Extended PriceDiscountPioneer Price/UnitTotal Comments Total Hardware Charges Year One $101,254.22
Software & Subscription Year One $62,800.00
Training& Shipping $9,745.68
Software & Subscription Year Two $62,800.00
Software & Subscription Year Three $62,800.00Total MSRP $475,772.64Pioneer Discounted Total $299,399.90Year One Total $173,799.90Year Two Total $62,800.00Year Three Total $62,800.00Total Tax $0.00Total Contract Value $299,399.90 Isaac MorenoCity of Turlock, CA 701 S Walnut Rd. Turlock, Ca 95380209 648-7438 C-THRU Navigator Augmented Reality system that attaches to a helmet. Boxcontains Vision Module, Power Module, USB-C charger16 $9,200.00$147,200.0050% $4,600.00$73,600.00C-THRU Power ModulePower Module, USB-C Charger6 $4,400.00$26,400.0050% $2,200.00$13,200.00 C-THRU Tablet
Real-time streaming video from C-THRU Navigators, with2-way visual communication, via QwakeConnect. Boxcontains C-THRU Tablet, USB-C charger4 $2,000.00$8,000.0060% $793.60 $3,174.40 C-THRU Ready Helmets (Standard)C-THRU ready Cairns 880(BLK) helmets with Front andRear set of mounts mounted, and Tin Shield16 $1,478.56$23,656.9660% $586.69 $9,387.08Vehicle Box Full device case cradle, feedback card, and charging cord.16 $250.00$4,000.0060% $99.20 $1,587.20Medium Rugged Rolling Case36.5 in. Black Heavy Duty Med Rolling Toolbox1 $170.00$170.0060% $67.46 $67.46Large Rugged Rolling Case36.5 in. Black Heavy Duty Large Rolling Toolbox3 $200.00$600.0060% $79.36 $238.08 C-THRU Command+Operations Center
Live video streaming with two-way communication viaQwakeConnect. Includes secure access to review footageand manage users, devices, and apparatus1 $29,000.00$29,000.000% $29,000.00$29,000.00 QwakeConnect Device connectivity, firmware updates, and supportthrough a high-reliability public-safety network (QoS)26 $1,300.00$33,800.000% $1,300.00$33,800.00 Pioneer Onboarding and Training
In-person onboarding and training by Qwake personnel onthe safe operation and best practices of the C-THRUPlatform. 1 $9,000.00$9,000.000% $9,000.00$9,000.00Shipping and HandlingStandard S&H for FedEx Ground1 $745.68$745.680% $745.68 $745.68 C-THRU Command+Operations Center
Live video streaming with two-way communication viaQwakeConnect. Includes secure access to review footageand manage users, devices, and apparatus1 $29,000.00$29,000.000% $29,000.00$29,000.00 QwakeConnect Device connectivity, firmware updates, and supportthrough a high-reliability public-safety network (QoS)26 $1,300.00$67,600.000% $1,300.00$33,800.00 C-THRU Command+Operations Center
Live video streaming with two-way communication viaQwakeConnect. Includes secure access to review footageand manage users, devices, and apparatus1 $29,000.00$29,000.000% $29,000.00$29,000.00 QwakeConnect Device connectivity, firmware updates, and supportthrough a high-reliability public-safety network (QoS)26 $1,300.00$67,600.000% $1,300.00$33,800.00 Michael HarcksenTurlock Fire Department156 S. Broadway, Suite 230(209) [email protected] [email protected] This Quote is subject to and incorporates by reference the Master Services and Purchasing Agreement entered into between Qwake and the Agency on or about the date hereof (the “Agreement”).All capitalized terms used in this Order Form have the meanings stated in the Agreement, unless stated otherwise.

By signing this Quote, each party represents and warrants that: (a) it has read and understands the Agreement that is incorporated by reference to this Quote and agrees to be bound by the termsof the Agreement, and (b) it has full power and authority to accept the Agreement and this Quote.

This Quote has been signed by the parties’ authorized representatives and is effective as of the date of last signature.

The total contract value shall not exceed Two Hundred Ninety-Nine Thousand Three Hundred Ninety-Nine Dollars and Ninety Cents ($299,399.90) for the three-year Pioneer Program Term. The fullcontract payment is due upon execution of the contract agreement. Any renewal or continuation beyond the initial three-year term will require a new agreement and an updated quote.

For Agency: For Qwake Technologies, Inc. :

By: _________________________________
Name: ______________________________
Title: ________________________________
Date Signed: _________________________
NAICS Code: _______________________
By: ________________________________
Name: _____________________________
Title: _______________________________
Date Signed: ________________________

To: Shannon Evans Fire Chief The City of Turlock, CA From:Melanie Dziewit Qwake Technologies Date: 10/25/2025 Sole Source Declaration for Qwake Technologies Inc. C-THRU System Introduction
This document justifies the procurement of the C-THRU system developed by Qwake Technologies

as

a

sole-source

purchase

under
The City of Turlock, CA procurement
regulations.

The

C-THRU

Navigation,

Visual

Communication,

and

Accountability

Platform,

featuring

the

helmet-mounted

C-THRU

Navigator,

is

an

advanced

situational

awareness

tool

specifically

designed

to

enhance

firefighter

safety

and

operational

effectiveness.

The

system

addresses

both

short-term

and

long-term

health

risks

by

reducing

exposure

to

hazardous

carcinogenic

environments.

Product Uniqueness and Market Position
The C-THRU system utilizes proprietary, patented technology that delivers capabilities unmatched

by

any

other

product

currently

available,

with

a

significant

development

lead

of

over

five

years.

These

specialized

features

make

the

C-THRU

system

crucial

for

The

City

of

Turlock,

CA operational needs, providing superior visibility, enhanced communication, and improved decision-making

in

high-risk

environments.

Product Description
C-THRU is a hands-free, helmet-mounted augmented reality (AR) solution that enhances situational

awareness

and

operational

effectiveness

in

challenging

environments.

It

offers

firefighters have the ability to quickly and accurately understand their surroundings, thus increasing

their

operational

speed

and

effectiveness.

Version: 1.4 Sole Source Declaration for Qwake Technologies Inc. C-THRU System

Key Features of the C-THRU System:

1. Enhanced Vision and Communication : The system accelerates information sharing via

cellular

and

WiFi-enabled

video

streaming,

enabling

real-time

visual

communication

with

command

centers.

This

feature

ensures

that

critical

information

is

disseminated

quickly,

enhancing

coordination

during

firefighting

operations.

2. Guided Navigation : C-THRU provides navigation assistance in GPS-denied environments

using

entry

compasses

and

breadcrumb

trails.

This

ensures

that

firefighters

maintain

orientation

and

can

find

safe

exit

routes

even

under

low-visibility

conditions.

3. Tracking and Safety Alerts : The system includes tracking features and safety alerts, along

with

automatic

record-keeping.

These

functionalities

help

reduce

exposure

to

dangerous

environments

by

providing

timely

alerts

and

maintaining

detailed

operational

logs.

4. Training and Operational Review : The inclusion of a game tape/black box recorder allows

for

comprehensive

training

and

post-incident

review.

Firefighters

can

analyze

recorded

footage

to

learn

from

real

scenarios,

enhancing

knowledge

transfer

and

improving

future

response

strategies.

Critical Need and Impact
The C-THRU system’s unique capabilities are vital for The City of Turlock, CA ● Enhanced Firefighter Safety : By improving navigation, communication, and decision-making

in

smoke-filled

and

low-visibility

environments,

C-THRU

significantly

boosts

firefighter

safety.

Its

real-time

visual

communication

and

thermal

imaging

capabilities

help

identify

obstacles,

locate

victims,

and

detect

critical

hot

spots,

minimizing

risks

and

enhancing

overall

team

safety.
● Operational Effectiveness : Real-time incident analytics and visual data sharing enhance

operational

effectiveness.

The

system

facilitates

informed

decision-making,

better

coordination,

and

improved

incident

response,

which

are

crucial

in

high-stress

firefighting

scenarios.
● Training Efficacy : The system's advanced training features, such as the game tape forensic

mode

and

in-situ

response

logs,

improve

training

effectiveness.

They

provide

valuable

insights

for

post-incident

analysis,

aiding

in

continuous

skill

improvement

and

strategic

planning.

Market Analysis
A comprehensive market analysis confirms that no other products offer the same combination of features

and

capabilities

as

the

C-THRU

system:

Version: 1.4 Sole Source Declaration for Qwake Technologies Inc. C-THRU System

● Longan Fusion Vision System (FVS) : This system is still in the prototype stage, primarily

focusing

on

thermal

imaging.

It

lacks

advanced

navigation,

communication,

and

accountability

features,

making

it

unsuitable

for

immediate

fire

service

deployment.
● Smart Firefighter Helmet : Developed by the University of Edinburgh, this helmet is in the

early

research

phase,

focusing

on

demonstrating

technological

capabilities

rather

than

being

ready

for

operational

deployment.
● Scott Sight : This in-mask thermal imaging system offers limited functionality with lower resolution

imaging

and

lacks

features

for

post-incident

data

analysis,

making

it

less

effective

compared

to

C-THRU.

Conclusion
C-THRU represents a substantial advancement in firefighter safety and operational efficiency, fundamentally

transforming

interaction

with

the

environment

through

unmatched

situational

awareness.

Developed

over

several

years

with

significant

financial

backing

and

validated

by

the

Department

of

Homeland

Security,

C-THRU

stands

out

as

the

only

viable

solution

for

The

City

of

Turlock,

CA needs. Therefore, we formally request approval to procure C-THRU as a sole-source

item

from

Qwake

Technologies,

ensuring

significant

improvements

in

safety,

efficiency,

and

effectiveness

for

The

City

of

Turlock,

CA firefighting operations.

Prepared By: Melanie Dziewit Head of Pioneer Selection Committee Qwake Technologies E: [email protected] M: 480.589.9499

Version: 1.4 Sole Source Declaration for Qwake Technologies Inc. C-THRU System

Qwake Technologies Master Services and Purchasing Agreement for Agency This Master Services and Purchasing Agreement (" Agreement ") is entered into between Qwake Technologies, Inc. (" Qwake'' ) and The City of Turlock CA ( ''Agency "). This Agreement is effective as of the last signature date on this Agreement (" Effective Date "). Qwake and Agency are each a " Party " and collectively " Parties ”. This Agreement governs Agency's purchase and use of the Qwake Devices and Services detailed in the Quote (as defined herein).

It is the intent of the Parties that this Agreement will govern all subsequent purchases by Agency for the same Qwake Devices and Services in the Quote, and all such subsequent quotes accepted by Agency shall also be incorporated into this Agreement by reference as a Quote. The Parties agree as follows:

1. Definitions

1.1. "Qwake Software Services" refers to Qwake’s web applications, mobile applications, embedded device software, cloud software and cloud storage, and interactions among each of these and video and audio streaming from Qwake Devices or Qwake software. This excludes third-party applications, hardware warranties, and Agency's technology.

1.2. "Qwake Device" encompasses all hardware provided by Qwake under this Agreement. Devices manufactured by Qwake are a subset of Qwake Devices.

1.3. "Quote" means a quote provided to Agency by Qwake, which is only valid for the Qwake Software Services and Qwake Devices specified in the quote at the stated prices, and which quote incorporates this Agreement by reference. Any inconsistent or supplemental terms within the Agency’s purchase order in response to a Quote will be void. Orders are subject to prior credit approval.

Changes in the estimated ship date for deployment may affect charges in the Quote. Shipping dates are estimates only. Qwake is not responsible for typographical errors in any Quote and reserves the right to cancel any orders resulting from such errors.

1.4. "Services" includes all services provided by Qwake under this Agreement, including training, onboarding, support, Qwake Software Services, and other services as may be introduced during the Subscription Term (as defined below).

Title: Master Services and Purchasing Agreement between Qwake Technologies, Inc. and Agency Version: 1.7 1 of 20

Qwake Technologies Master Services and Purchasing Agreement for Agency

2. Services

2.1. License Grant . Subject to and conditioned upon Agency’s compliance with the terms and conditions of this Agreement and any terms of use governing the Qwake Software Services (a copy of this terms are attached hereto as Exhibit A) (the “ TOS ”), Qwake hereby grants to Agency a non-exclusive, non-sublicensable, non-transferable, revocable, limited license during the Subscription Term to use the Services and the Qwake Devices for all lawful fire department purposes, including but not limited to the training of Agency’s personnel in compliance with the NFPA 1403 Standard on Live Fire Training Evolutions, emergency response and operational use, subject to the terms and conditions of this Agreement and any Qwake-provided user instructions or guidelines. Qwake will ensure that each of its personnel using the Services and/or Qwake Devices is compliant with the TOS and this Agreement and follows Qwake’s instructions provided from time to time, and the Agency shall be responsible for the usage of its personnel thereof.

Any reliance on any Qwake-provided instructions is at Agency’s own discretion and risk and Qwake does not guarantee any results thereof. The Agency acknowledges and agrees that operational use of Qwake Devices and Services in emergency response or other real-world scenarios may involve risks, including but not limited to user health and safety, property damage, and equipment malfunction. The Agency represents that it has reviewed and understands the limitations and appropriate applications of the Products and assumes full responsibility for assessing fitness for its operational purposes.

2.2. Restrictions . Except as expressly authorized in this Agreement or by Qwake, Agency will not, and will not permit any third party to: (i) access or use the Services or Qwake Devices for any other purposes (including for any competitive analysis, commercial, professional, or other for-profit purposes); (ii) copy the Services or Qwake Devices; (iii) modify, adapt, or create derivative works of the Services or Qwake Devices; (iv) rent, lease, loan, resell, transfer, sublicense, display or distribute the Services or Qwake Devices to any third party; (v) use or offer any functionality of the Services or Qwake Devices on a service provider, service bureau, hosted, software as a service, or time sharing basis, provide or permit other individuals or entities to create Internet "links" to the Services, or "frame" or "mirror" the Services on any other server, or wireless or Internet-based device; (vi) decompile, disassemble, translate or reverse-engineer the Services or Qwake Devices or otherwise attempt to derive the Services source code, algorithms, methods or techniques used or embodied in the Services or Qwake Title: Master Services and Purchasing Agreement between Qwake Technologies, Inc. and Agency Version: 1.7 2 of 20

Qwake Technologies Master Services and Purchasing Agreement for Agency Devices; (vii) disclose to any third party the results of any benchmark tests or other evaluation of the Services or Qwake Devices, (viii) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on the Services or Qwake Devices; (ix) interfere with or disrupt servers or networks connected to any website through which the Services or Qwake Devices are provided; (x) use the Services or Qwake Devices to collect or store personal data about any person or entity; (xi) use the Services or Qwake Devices to build a similar or competitive product or service; (xii) use the Services or Qwake Devices to transmit code, files, scripts, agents or programs intended to do harm, including without limitation viruses, worms, time bombs and trojan horses; or (xiii) use the Services or Qwake Devices for any illegal, unauthorized or otherwise improper purposes. Qwake reserves the right to suspend the Agency's account and/or access to the Services or Qwake Devices if it knows of or has reason to suspect any violation of the TOS or this Agreement.

3. Term - This Agreement begins on the Effective Date and continues until all Subscription Terms have expired or have been terminated (" Term ").

3.1. Subscription Term - All subscriptions, including C-THRU Operations Center, and QwakeConnect, begin on the date stated in the Quote. Each subscription term begins and ends as stated in the Quote (the " Subscription Term ").

3.2. General Payment Terms-
Agency agrees to pay all fees set forth in the Quote. Except as otherwise set forth below or in the Quote, all payments are due within thirty (30) days of the invoice date (" Net 30 "), must be made in accordance with Qwake’s approved payment methods and, unless indicated otherwise, and are non-cancelable.

Unless otherwise prohibited by law, overdue invoices shall accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by law. Payments must be made in full, without setoff, deduction, or withholding. In the event of non-payment, Agency’s account may be referred to collections, and Agency shall be responsible for all reasonable collection costs, attorney's fees, and any other expenses incurred in enforcing payment obligations.

3.3. Post-Beta Terms – The Agency acknowledges and agrees that the Services provided under this Agreement are in beta and that the Subscription Term only applies to the beta version of the Services. Notwithstanding anything herein to the contrary, Qwake may Title: Master Services and Purchasing Agreement between Qwake Technologies, Inc. and Agency Version: 1.7 3 of 20

Qwake Technologies Master Services and Purchasing Agreement for Agency notify the Agency during the Subscription Term that the non-beta version of the Services (the “ Production Services ”) is available, which may be used by the Agency in an operational setting. The Agency may elect to enter into a new Quote to purchase, and a new definitive agreement to govern, such Production Services moving forward (which such new definitive agreement shall terminate and supersede this Agreement and terminate the Subscription Term). The Parties agree that: (i) Qwake shall not provide such Production Services unless and until a new Quote and definitive agreement are mutually agreed to and executed by Qwake and the Agency; and (ii) such Quote and definitive agreement will honor the pricing of Qwake Software Services for the duration of the original Subscription Term, and (iii) such definitive agreement shall include an option for a one-time upgrade of Agency’s beta version Qwake Devices covered by QwakeConnect to production versions, if available. Total value (MSRP) of upgrades shall not exceed the total Hardware Charges (described in the Quote) made under this Agreement. Upgrades may take the form of device replacements, partial replacements, repairs, or refurbishments, in Qwake’s sole discretion.

4. Taxes - The Agency is responsible for sales and other taxes associated with the order unless Agency provides Qwake with a valid tax exemption certificate.

5. Shipping - Qwake may make partial shipments and ship Qwake Devices from multiple locations. All shipments are EXW (Incoterms 2020) via a common carrier. Title and risk of loss pass to Agency upon Qwake’s delivery to the common carrier. The Agency is responsible for paying any shipping and shipping insurance charges specified in the Quote.

6. Pioneer Program Specific Terms - This Section 6 applies specifically to Agency as a participant in Qwake's Pioneer paid beta program under this Agreement.

6.1. Hardware Pricing Assurance During Subscription Term - During the Subscription Term of this Agreement, Qwake agrees to offer any additional Qwake Devices purchased by Agency via subsequent Quotes at the same unit price for such devices as specified in the initial Quote referencing this Agreement, provided such additional devices are the same model and configuration as those purchased in the initial Quote and are subject to availability.

6.2. Software Charges Protection During Extended Beta - The initial paid Subscription Term for Qwake Software Services (including C-THRU Operations Center and QwakeConnect), as specified in the initial Quote, is for one (1) year commencing on the date specified in that Quote. If the Production Services, as described in Section 3.3 (Post-Beta Terms), have not been made generally available by the date that is twelve Title: Master Services and Purchasing Agreement between Qwake Technologies, Inc. and Agency Version: 1.7 4 of 20

Qwake Technologies Master Services and Purchasing Agreement for Agency (12) months after the Effective Date of this Agreement, the start date for subsequent paid Subscription Term(s) for Qwake Software Services under this Agreement shall be delayed month-for-month for each full month that the general availability of Production Services is delayed beyond such twelve (12) month anniversary. This delay mechanism shall cease immediately upon Agency entering into a new definitive agreement for Production Services or upon Qwake making the Production Services generally available, whichever occurs first. This provision applies only to recurring Software Services fees and not to any Hardware Charges or other fees.

6.3. Post-Beta Subsequent Purchase Pricing Assurance - If Agency remains a continuous customer of Qwake Software Services without a material lapse in service coverage immediately following the end of the original Subscription Term under this Agreement by entering into a new definitive agreement for Production Services as contemplated in Section 3.3 (Post-Beta Terms), then for a period of three (3) years following the effective date of such new definitive agreement, for each subsequent quote which incorporates such definitive agreement and is issued by Qwake to Agency for additional Qwake Devices or line items, Qwake shall ensure that the unit price quoted for each specific Qwake Device or Production Service line item is no higher than the lowest unit price at which Qwake has sold the identical Qwake Device or Production Service line item to any other United States government agency customer in a transaction with a comparable volume (defined as within twenty percent (20%) of the quantity for that specific line item in the subsequent quote) within the preceding twelve (12) months. This assurance applies only to subsequent purchases and not to the pricing in the initial Quote under this Agreement, unless otherwise specified therein.

7. Returns - All sales are final. Qwake does not allow refunds or exchanges, except for warranty returns as set forth herein or as required by state or federal law.

8. QwakeConnect and Qwake Device Warranty

8.1. QwakeConnect - The C-THRU device, which is a Qwake Device, delivers mission-critical situational awareness to frontline teams. To ensure uninterrupted connectivity, ongoing software evolution, and predictable support costs, each C-THRU device requires Agency to subscribe to QwakeConnect, an all-in-one, and mandatory annual subscription that is a component of the Qwake Software Services hereunder and that provides first-responder-grade data, continuous firmware updates, and streamlined return merchandise authorization (RMA) support, and that is further described in Exhibit A . Agency agrees to comply with its obligations set forth in Exhibit A .

Title: Master Services and Purchasing Agreement between Qwake Technologies, Inc. and Agency Version: 1.7 5 of 20

Qwake Technologies Master Services and Purchasing Agreement for Agency

8.2. Limited Warranty - Qwake warrants that Qwake-manufactured Qwake Devices and accessories are free from defects in workmanship and materials under normal application, use and conditions for one (1) year from the date of the Agency's receipt (the “ Warranty Period ”). During the Warranty Period and provided Qwake has verified the performance failure of the Qwake-manufactured Qwake Device or accessory, Qwake agrees that it will, at its option: (a) replace the defective Qwake-manufactured Qwake Device or accessory with a new or remanufactured equivalent at no additional charge; (b) repair the defect with new and/or reconditioned parts at no additional charge; or (c) refund a Prorated Amount (defined below) of the Purchase Price (defined below). For any replacement devices or accessories, the limited warranty shall apply for the longer of the remaining Warranty Period of the original Qwake-manufactured Qwake Device or accessory, or ninety (90) days from the date of repair or replacement. For the purposes of this limited warranty, the “ Purchase Price ” shall be deemed to be the actual purchase price paid by the Agency as shown on the proof of purchase. The “ Prorated Amount ” shall be the product of (x) the Purchase Price and (y) the percentage obtain by dividing the remaining months left in the Warranty Period by the total one (1) year Warranty Period. In order to submit a warranty claim, Agency must provide Qwake with written notice of the issue, including the device or accessory serial number, proof of purchase, the date the defect was discovered and a detailed description of the defect. Devices and accessories that are found to be in good working condition are subject to a restocking fee of ten percent (10%) of the Purchase Price. No claim under this limited warranty may be brought after the Warranty Period. THE LIMITED

WARRANTY DESCRIBED HEREIN SHALL BE THE SOLE AND EXCLUSIVE

WARRANTY GRANTED BY QWAKE WITH RESPECT TO ANY

QWAKE-MANUFACTURED QWAKE DEVICES OR ACCESSORIES AND SHALL BE THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO THE AGENCY.

8.3. Limited Warranty Limitations – In no event shall limited warranty provided in Section 8.2 cover defects and/or failures related to:

8.3.1. Failure to follow Qwake Device or accessory use instructions;

8.3.2. Qwake Devices or accessories used with equipment not manufactured or recommended by Qwake;

8.3.3. Intentional damage, misuse, abuse, accident, negligence or use not in accordance with applicable laws and regulations ;
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Qwake Technologies Master Services and Purchasing Agreement for Agency

8.3.4. fire, water, generalized corrosion, biological infestations, natural forces, acts of God or animals, civil disorder, or other force majeure events, including high input voltage from generators or lightning strikes;

8.3.5. Improper handling during transportation or storage or damage during shipping;

8.3.6. Qwake Devices or accessories repaired or modified by persons other than Qwake without Qwake’s written permission;

8.3.7. Normal wear and tear; or

8.3.8. Qwake Devices or accessories with a defaced or removed serial number.

Qwake’s warranty will be void if the Agency resells Qwake Devices.

8.4. Service for Qwake-Manufactured Devices . Before delivering a Qwake-manufactured Qwake Device for service, the Agency must request a Return Materials Authorization from Qwake Support, via Qwake’s support contacts at https://qwake.tech , or via email to [email protected] . Qwake is not responsible for any loss of software, data, or other information contained on any part of the Qwake-manufactured Qwake Device sent to Qwake for service.

8.5. Exclusive Warranties and Remedies; Disclaimer - To the extent permitted by law, the above warranties and remedies are exclusive. EXCEPT FOR SECTION 8.2, TO THE

MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND QWAKE DEVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS

AND WITHOUT WARRANTY OF ANY KIND QWAKE DISCLAIMS ALL OTHER

WARRANTIES, REMEDIES, AND CONDITIONS, WHETHER ORAL, WRITTEN,

STATUTORY, OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED

WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,

NON-INFRINGEMENT, ACCURACY, AND TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. AGENCY

UNDERSTANDS THAT THE SERVICES AND QWAKE DEVICES ARE IN BETA AND

ANY EXPECTATIONS AND ESTIMATES REGARDING THE SERVICES AND QWAKE

DEVICES ARE BASED ON FACTORS CURRENTLY KNOWN AND ACTUAL EVENTS OR RESULTS COULD DIFFER MATERIALLY. In addition, any information about Qwake’s roadmap outlines Qwake’s general product direction and is subject to change at any time without notice. Such information is for informational purposes only and shall not be incorporated into this Agreement or any contract or other commitment. Qwake undertakes no obligation either to develop the features or functionality provided in the Services or Qwake Devices, or to include any such feature or functionality in a future release of the Services or Qwake Devices. Agency expressly acknowledges that the Services and Qwake Devices have not been fully tested, and may contain defects or deficiencies which may not be corrected by Qwake. The Services and Qwake Devices may undergo significant changes prior to release of the corresponding generally available Title: Master Services and Purchasing Agreement between Qwake Technologies, Inc. and Agency Version: 1.7 7 of 20

Qwake Technologies Master Services and Purchasing Agreement for Agency final version. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. The Agency confirms and agrees that, in deciding whether to sign this Agreement, it has not relied on any statement or representation by Qwake or anyone acting on behalf of Qwake related to the subject matter of this Agreement that is not in this Agreement. Qwake makes no representation or warranty that use of the Qwake Devices or Services in operational environments will prevent injury, loss of life, or property damage, or achieve any specific outcome. The Agency is solely responsible for determining the suitability of the Qwake Devices or Services for its specific needs and operational environment.

8.6. Limitation of Liability - QWAKE’S CUMULATIVE LIABILITY TO ANY PARTY

FOR ANY LOSS OR DAMAGE RESULTING FROM ANY CLAIM, DEMAND, OR

ACTION ARISING OUT OF OR RELATING TO ANY QWAKE DEVICE OR

SERVICE WILL NOT EXCEED THE PURCHASE PRICE PAID TO QWAKE

FOR THE QWAKE DEVICE, OR IF FOR SERVICES, THE AMOUNT RECEIVED BY QWAKE FROM AGENCY FOR SUCH SERVICES OVER THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR

DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR

CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR

BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR ANY OTHER LEGAL THEORY. For operational or emergency response use, Agency acknowledges that Qwake Devices and Services are intended as supplemental tools and are not a substitute for standard firefighting protocols, personal judgment, or regulatory requirements. Qwake shall not be liable for any damages, injuries, losses, or claims arising from the use of its Qwake Devices or Services in operational contexts outside of Qwake’s express written instructions or documentation, except to the extent caused by Qwake’s gross negligence or willful misconduct.

8.7. Third-Party Software and Services - Use of software or services other than those provided by Qwake is governed by the terms, if any, entered into between Agency and the respective third-party provider, including, without limitation, the terms applicable to such software or services located at www.qwake.tech/terms, if any.

9. Qwake Device Warnings - See https://www.qwake.tech/terms for the most current Qwake Device warnings.

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Qwake Technologies Master Services and Purchasing Agreement for Agency

10. Design Changes - Qwake may make design changes to any Qwake Device or Service without notifying the Agency or making the same change to Qwake Devices and Services previously purchased by the Agency.

11. Bundled Offerings - Some offerings in bundled offerings may not be generally available at the time of Agency's purchase. Qwake will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency's election not to utilize any portion of an Qwake bundle.

12. Insurance - Qwake will maintain General Liability and Workers' Compensation insurance.

Upon request, Qwake will supply certificates of insurance.

13. IP Rights - Qwake owns and reserves all right, title, and interest in and to all Qwake-manufactured Qwake Devices and the Services, including all related intellectual property rights. Agency will not cause any Qwake proprietary rights to be violated. Agency hereby assigns to Qwake, at no charge, all right title and interest in and to all feedback and suggestions Agency provides to Qwake related to the Services or any Qwake Devices.

14. IP Indemnification - Qwake will indemnify the Agency against all losses and reasonable attorneys’ fees from any third party claim alleging that the use of Qwake-manufactured Qwake Devices or Services infringes or misappropriates the third party's intellectual property rights. Agency must promptly provide Qwake with written notice of such claim, tender to Qwake the defense or settlement of such claim at Qwake’s expense and cooperate fully with Qwake in the defense or settlement of such claim. Qwake’s IP indemnification obligations do not apply to claims based on: (a) modification of Qwake-manufactured Qwake Devices or Services by Agency or a third-party not approved by Qwake; (b) use of Qwake manufactured Devices and Services in combination with hardware or services not approved by Qwake; (c) use of Qwake Devices and Services other than as permitted in this Agreement; or (d) use of Qwake software that is not the most current release provided by Qwake.

15. Agency Responsibilities - Agency is responsible for: (a) Agency's use of Qwake Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; (c) disputes between Agency and a third-party over Agency's use of Qwake Devices (except to the extent Qwake is obligated to indemnify Agency under Section 14); (d) either (i) returning Qwake Devices to Qwake for disposal, or (ii) disposing Title: Master Services and Purchasing Agreement between Qwake Technologies, Inc. and Agency Version: 1.7 9 of 20

Qwake Technologies Master Services and Purchasing Agreement for Agency of Qwake Devices security and sustainably in accordance with Qwake’s written guidance; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Qwake Devices.

16. Termination

16.1. For Breach - A Party may terminate this Agreement for cause if it provides thirty (30) days written notice of the breach to the other Party, and the breach remains uncured at the end of thirty (30) days. If the Agency terminates this Agreement due to Qwake uncured breach, Qwake will refund prepaid amounts on a prorated basis based on the effective date of termination.

16.2. By Agency - If sufficient funds are not appropriated or otherwise legally available to pay the fees, the Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable.

16.3. Effect of Termination - Upon termination of this Agreement, Agency’s rights and licenses immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Qwake Devices for less than the manufacturer's suggested retail price ("MSRP") and Agency terminates this Agreement pursuant to Section 16.2 before the end of the Term, then Agency may choose (a) to pay the difference between the MSRP for Qwake Devices received (including any spare Qwake Devices), and amounts paid towards those Qwake Devices or (b) return Qwake Devices and any spares in good working condition to Qwake within thirty (30) days of termination. MSRP is the standalone price of the individual Qwake Device at the time of sale. For bundled Qwake Devices, MSRP is the standalone price of all individual components.

17. Confidentiality - "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential, including without limitation, the content, terms and conditions of this Agreement and any Quote. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party's Confidential Information during the Term and for five (5) years thereafter. pricing is confidential Information and competition-sensitive and shall be Title: Master Services and Purchasing Agreement between Qwake Technologies, Inc. and Agency Version: 1.7 10 of 20

Qwake Technologies Master Services and Purchasing Agreement for Agency considered the Confidential Information of Qwake. If Agency receives a public records request to disclose Qwake Confidential Information, Agency will promptly notify Qwake of the request and will cooperate with Qwake in any lawful effort to protect the confidentiality of such information.

18. General

18.1. Force Majeure - Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control.

18.2. Independent Contractors - The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

18.3. Third-Party Beneficiaries - There are no third-party beneficiaries under this Agreement.

18.4. Non-Discrimination - Neither Party nor its employees will discriminate against any person based on race, religion, creed, color, sex, gender identity and expression, pregnancy, childbirth, breastfeeding, medical conditions related to pregnancy, childbirth, or breastfeeding, sexual orientation, marital status, age, national origin, ancestry, genetic information, disability, veteran status, or any class protected by local, state, or federal law.

18.5. Export Compliance - Each Party will comply with all import and export control laws and regulations.

18.6. Assignment - Neither Party may assign this Agreement without the other Party's prior written consent. Qwake may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties' respective successors and assigns.

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Qwake Technologies Master Services and Purchasing Agreement for Agency

18.7. Waiver - No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.

18.8. Severability - If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect.

18.9. Survival - The following sections will survive termination: Sections 1, 3.2, 6, 13, 14, 15, 16.3, 17, and 18.

18.10. Governing Law - The laws of the state of California, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

18.11. Notices - All notices must be in English. Notices posted on the Agency's Qwake Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately.

Notices to the Agency shall be provided to the address on file with Qwake.

Notices to Qwake shall be provided to:

Qwake Technologies
14205 N Mo Pac Expy Ste 570
PMB 691758
Austin, Texas 78728-6529
Email: [email protected]

18.12. Entire Agreement - This Agreement, including any Quote(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties.

Title: Master Services and Purchasing Agreement between Qwake Technologies, Inc. and Agency Version: 1.7 12 of 20

Qwake Technologies Master Services and Purchasing Agreement for Agency Each Party, by and through its respective representative authorized to execute this Agreement, has duly executed and delivered this Agreement as of the date of signature.

For Agency: For Qwake Technologies, Inc. :

By: _________________________________ By: ________________________________ Name: ______________________________ Name: _____________________________ Title: ________________________________ Title: ______________________________ Date Signed: _________________________ Date Signed: ________________________ Title: Master Services and Purchasing Agreement between Qwake Technologies, Inc. and Agency Version: 1.7 13 of 20

Qwake Technologies Master Services and Purchasing Agreement for Agency QwakeConnect Description

1. High-QoS 4G LTE Connection

1.1. 4G LTE network: Connectivity delivered via Qwake’s authorized reseller partnerships, currently leveraging Verizon’s nationwide coverage for reliable services, subject to change from time to time.

1.2. Agency understands and agrees that wireless services use radio technologies and are subject to transmission and service area limitations, interruptions and dropped calls caused by atmospheric, topographical or environmental conditions, cell site availability, governmental regulations, system limitations, maintenance or other conditions or activities affecting wireless service operation. Qwake is not responsible for any such transmission and service are limitations, interruptions and dropped calls. Qwake does not make any representations or guarantees regarding the accuracy, completeness or timeliness of any Location Information or location capabilities of the Services or any network provided in connection therewith.

1.3. Agency hereby consents to, and shall ensure that each of its users authorized to access the Services and use any C-THRU device affirmatively consents in writing to, Qwake and its third party providers (including Verizon and any other carrier) accessing, using, copying, storing, collecting and disclosing data that can be used to describe, determine or identify the location of any C-THRU or Qwake Device (or any other device connected to the applicable 4G LTE network provided by QwakeConnect), including without limitation latitude/longitude data, cell sites/sector data, WiFi SSID, device signal strength or other format regardless of accuracy, type or source (“Location Information”). Agency agrees to provide Qwake with evidence of such consents upon Qwake’s request and to retain such evidence for a period of five (5) years after the termination of this Agreement.

Furthermore, Agency agrees to immediately notify Qwake of any denial, revocation of withdrawal of any such consent and to ensure that such user does not access or otherwise use any C-THRU device after such denial, revocation or withdrawal.

1.4. 4G LTE network with priority access and application-aware Quality of Service (QoS) enabled through Private Network Traffic Management (PNTM)

2. Software Updates & Upgrades

2.1. Automatic OTA updates for security patches, stability fixes, and UX improvements.

2.2. Major version upgrades included—no per-release fees.

2.3. Optional channel for early access to new features.

3. Subsidized RMA & Out-of-Warranty Support

3.1. Fast turnaround: devices are repaired or replaced and shipped within 1 week of receipt at our facility.

3.2. Round-trip ground shipping included for qualified RMAs.

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Qwake Technologies Master Services and Purchasing Agreement for Agency

3.3. Out-of-warranty incidents not covered by manufacturing defects or device warranty, such as accidental damage, or misuse shall be billed at $120/hour for labor plus parts, up to a maximum of $3,500 per incident.

3.4. Agency will receive transparent cost estimates before any non-warranty work begins, allowing Agency to approve or decline service.

Title: Master Services and Purchasing Agreement between Qwake Technologies, Inc. and Agency Version: 1.7 15 of 20

Qwake Technologies Master Services and Purchasing Agreement for Agency Exhibit A
Terms
February 2023
What you can expect from our site and what we expect from you Applicability
These Terms of Use apply to the website owned, operated, and maintained by or on behalf of Qwake Technologies®, INC (“Qwake Technologies®”, “Qwake”, “we”, or “us”). This webpage (together with the other policies referred herein) informs you of the terms and conditions governing your use of Qwake Technologies®’ website (the “Site”). Use of the Site includes accessing, browsing, linking to or registering with the Site.

Third Party Links
Portions of the Site may contain links to other websites and resources provided by third parties.

In addition, portions of the Site may be electronically hosted by other third-party service providers. Qwake Technologies® has, unless explicitly indicated otherwise, no control over the content or functionality of those sites and resources. Qwake Technologies® does not endorse, guarantee, or make any representations or warranties regarding any other website, content, or materials or information accessible from any other website.

Qwake Technologies®’ Intellectual Property
Qwake Technologies® is the owner or the licensee of the Site, all content of the Site, and all the material published on the Site, as well any newsletter, updates, emails, and/or social media or informational updates and/or postings (collectively “Content”). Qwake Technologies® owns or licenses various trademarks, graphics, logos, designs, page headers, button icons, scripts and service names. Except as expressly authorized by Qwake Technologies®, you agree not to use, sell, license, rent, modify, copy, reproduce, transmit, publicly display, or otherwise distribute Qwake Technologies®’ Content. The Content is protected by copyright and other intellectual Title: Master Services and Purchasing Agreement between Qwake Technologies, Inc. and Agency Version: 1.7 16 of 20

Qwake Technologies Master Services and Purchasing Agreement for Agency property laws, regulations and treaties around the world. All such rights under these laws are fully reserved by Qwake Technologies®.

Children’s Online Privacy Protection Act
The Site is not designed or intended to collect information from children under the age of 13.

Qwake Technologies® does not knowingly collect or maintain any information from children under the age of 13. The Site is not designed with the purpose of attracting any person under age 13. To respect the privacy of children and to comply with the Children`s Online Privacy Protection Act, if you are under the age of 18, you should only use the Site with the involvement of a parent or guardian.

Limitation of Liability
Subject to any limitation required by applicable law, We assume no responsibility for, and shall not be liable for, any direct, indirect, incidental, consequential, or punitive damages, or any other losses, costs, or expenses of any kind which may arise, directly or indirectly, through your access and use of THE Site. This extends to your downloading, UPLOADING OR SUBMISSION of any materials, data, text, images, video or audio from OR TO this Site, including but not limited to any issues caused by viruses, bugs, or any computer system, phone line, hardware, software or program malfunctions, or any other errors, failures or delays in computer transmissions or network connections. In the event of any problem with this Site, you agree that your sole remedy is to cease using the Site.

No Reliance on Information
Qwake Technologies®’ Site provides no information which can be used for investment and/or transactional decisions. The Content is provided for information only and is of a general and approximate nature and it is not intended to amount to, nor is, information or advice on which you should rely. In particular, the Content does not constitute professional, financial or investment advice. Professional or specialist advice should be obtained before taking, or refraining from, any action on the basis of the Content. Qwake Technologies® is not acting, nor is it seeking to act, as a broker or dealer in respect of any securities of any companies or the information concerning such companies.

Content Standards
The content standards apply to any and all material which you contribute to the Site or any interactive service associated with the Site. Contributions must be accurate and lawful, and Title: Master Services and Purchasing Agreement between Qwake Technologies, Inc. and Agency Version: 1.7 17 of 20

Qwake Technologies Master Services and Purchasing Agreement for Agency must not contain material, which is defamatory, obscene, offensive, hateful, sexually explicit, violent, infringing on intellectual property rights, promoting of discrimination, misrepresentative of actual identity, or otherwise deemed inappropriate by Qwake Technologies®. We may take any action we reasonably deem necessary to cure or prevent any violation of these standards, including removal from this Site. In addition, we will fully cooperate with law enforcement authorities requesting us to disclose the identity of any such individuals.

General Provisions

THE FOLLOWING TERMS OF USE, TOGETHER WITH THE PRIVACY POLICY AND

SUPPLEMENTAL TERMS, CONDITIONS, OR RULES POSTED TO A SPECIFIC

SUBSECTION OF THIS SITE CONSTITUTE LEGALLY BINDING TERMS GOVERNING YOUR USE OF THE SITE.

Please read these Terms of Use carefully before you start to use the Site, as they will apply to your use of and access to the Site. Each time you use the Site, you confirm you accept these Terms of Use and you agree to comply fully with them. If you do not agree to these Terms of Use, you must not use or access the Site and must leave the Site immediately.

Severability
If any competent legal authority determines any part of these Terms of Use is illegal or unenforceable, then such part will be eliminated and the remainder of these Terms of Use will remain in force and effect and the unenforceable part shall be deemed to be modified solely to the extent necessary to make it enforceable.

No Warranties
THE SITE IS PRESENTED “AS IS” AND NO WARRANTIES OF ANY KIND, EXPRESS OR

IMPLIED, ARE MADE REGARDING THE CONTENT OF THE SITE OR ANY MATERIALS PUBLISHED ON THE SITE.

Specifically, without limitation, Qwake Technologies® does not warrant that you will be able to use the Site or that any portion of this Site will be free of viruses, Trojan horses, or other technical defects.

In addition, it is your responsibility to check that the Site’s content is accurate and/or complete.

The Site may be updated from time to time and may change its content at any time. Although Title: Master Services and Purchasing Agreement between Qwake Technologies, Inc. and Agency Version: 1.7 18 of 20

Qwake Technologies Master Services and Purchasing Agreement for Agency Qwake Technologies® makes reasonable efforts to update the information on the Site, it makes no representations, warranties or guarantees, whether express or implied, that the Content is accurate, complete or up-to-date.

Local Regulatory Restrictions
The Site is not directed at any person in any jurisdiction where (by reason of nationality, residence or otherwise) the access to or availability of the Site is prohibited or which would be subject to any restriction, including registration or other requirements within such jurisdiction.

Qwake Technologies® reserves the right to limit access to the Site to any such persons.

Persons who access the Site do so on their own initiative and are responsible for compliance with applicable law. If in doubt, you should seek independent legal advice.

Accessing and Using the Site
It is not guaranteed that the Site, or any content on it, will always be available or be uninterrupted. Access to the Site is permitted on a temporary “as is” basis. All or any part of the Site, without notice, may be suspended, withdrawn, discontinued, removed or changed. Qwake Technologies® will not be liable to you if for any reason the Site (or any portion thereof) is unavailable (temporarily or permanently) at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to the Site.

You are also responsible for ensuring that all persons to whom you provide access to the Site are made fully aware of these Terms of Use and other applicable terms and conditions, and that they comply fully with them.

You may only use the Site for lawful purposes. You acknowledge and agree you may not use the Site.

Applicable Law and Class Action Waiver
These Terms of Use, its subject matter and its formation (and any non-contractual disputes or claims) are governed by the laws of the State of Georgia. Qwake Technologies® and you consent to the jurisdiction of the Superior Court of Hall County, Georgia, and waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to inconvenient forum or any other basis.

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Qwake Technologies Master Services and Purchasing Agreement for Agency

FURTHER, YOU HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR

PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OF USE, WHETHER

NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. YOU AGREE THAT WE MAY FILE A COPY OF THIS PARAGRAPH

WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND

BARGAINED-FOR AGREEMENT AMONG US TO IRREVOCABLY WAIVE TRIAL BY JURY

AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN US RELATING TO

THESE TERMS OF USE SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. IN ADDITION, TO THE FULLEST

EXTENT PERMITTED BY APPLICABLE LAW, NO CLAIM UNDER THIS AGREEMENT SHALL

BE JOINED TO ANY OTHER CLAIM FROM OTHER CURRENT OR FORMER USERS OF THE SITE. NO CLAIM BROUGHT UNDER THIS AGREEMENT SHALL PROCEED AS A CLASS ACTION.

Digital Millennium Copyright Act Notice
Should you believe that any material on this Site infringes on your copyright rights, please contact Qwake Technologies®’ designated agent for Digital Millennium Copyright Act notice at:

Legal Department at Qwake Technologies®, INC Email address: [email protected] In your notice, please: Include your physical or electronic signature; Identify the copyrighted work you claim to have been infringed, or, if there are multiple copyrighted works, a list of such works; Identify the material that you claim to be infringing, and where the material is located on the Site; Include your address, telephone number, and email address; Include a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by you or applicable law; and Include a statement, under penalty of perjury, that the information in your notice is true and accurate and submitted in good faith. If the notice is submitted on your behalf by another person, the notice should contain a statement that, under penalty of perjury, the person submitting the notice is authorized to act on your behalf.

Title: Master Services and Purchasing Agreement between Qwake Technologies, Inc. and Agency Version: 1.7 20 of 20

ADDENDUM TO

CITY OF TURLOCK

AGREEMENT FOR SERVICES

Quake: ___________________________________________ Date: _______________________ City Contract No. _____________ Scope of Work: __________________________________

10/2025

1. INSURANCE:

Quake shall not commence work under this Agreement until Quake has obtained City’s approval regarding all insurance requirements, forms, endorsements, amounts, and carrier ratings, nor shall Quake allow any subcontractor to commence work on a subcontract until all similar insurance required of the subcontractor shall have been so obtained and approved. Quake shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Quake, its agents, representatives, employees or subcontractors. Failure to maintain or renew coverage or to provide evidence of renewal may constitute a material breach of contract. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to City.

(a) Commercial General Liability Insurance: Quake shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office (ISO) form CG 00 01, in an amount not less than Two Million Dollars ($2,000,000) per occurrence, Four Million Dollars ($4,000,000) general aggregate, and Two Million Dollars ($2,000,000) products and completed operations for bodily injury, personal injury, and property damage. The general aggregate limit shall apply separately to this Project or the general aggregate shall be doubled.

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

(c) Commercial Automobile Liability Insurance: Quake shall maintain commercial automobile liability insurance using ISO Business Auto Coverage form CA 00 01, or the equivalent, in the amount of no less than Two Million Dollars ($2,000,000) each accident for owned, leased, hired, non-owned, and borrowed automobiles. The policy shall provide and be endorsed that the City, its officials, officers, agents, employees, and volunteers are included or named as additional insureds. If Quake owns no vehicles, this requirement may be met through a non-owned auto coverage or an endorsement to the CGL policy.

(d) Cyber Liability Insurance: [Intentionally Omitted]

(e) Builder’s Risk Insurance: [Intentionally Omitted]

ADDENDUM TO

CITY OF TURLOCK

AGREEMENT FOR SERVICES

Quake: ___________________________________________ Date: _______________________ City Contract No. _____________ Scope of Work: __________________________________

10/2025

(f) Quakes Pollution Insurance: [Intentionally Omitted]

(g) Professional Liability Insurance: [Intentionally Omitted]

(h) Umbrella or Excess Policy: Quake 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 policies of insurance. No coverage or policies maintained by the City (“Additional Insureds”), whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Professional’s primary and excess liability policies are exhausted.

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

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

(1) City, its elective and appointive boards, officers, agents, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of Quake, including materials, parts or equipment furnished in connection with such work or operations. The coverage shall be provided in the form of an endorsement to Quake’s insurance (at least as broad as ISO CG 20 10 for ongoing operations and CG 20 37 for products/completed operations for construction services).

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

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

ADDENDUM TO

CITY OF TURLOCK

AGREEMENT FOR SERVICES

Quake: ___________________________________________ Date: _______________________ City Contract No. _____________ Scope of Work: __________________________________

10/2025

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

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

(l) Additional Insurance Requirements: Within five (5) days of the Effective Date, Quake 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 Quake 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. If a carrier will not provide the required notice of cancellation, the Quake shall provide written notice to the City no later than ten (10) business days before cancellation; (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) name City of Turlock as a certificate holder; (d) 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; (e) 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; (f) contain standard separation of insured provisions; and (g) 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.

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

ADDENDUM TO

CITY OF TURLOCK

AGREEMENT FOR SERVICES

Quake: ___________________________________________ Date: _______________________ City Contract No. _____________ Scope of Work: __________________________________

10/2025

(n) Subcontractors: Quake shall ensure all subcontractors furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

(o) Surety Bonds: [Intentionally Omitted]

2. INDEMNIFICATION:

Indemnity for Professional Liability: When the law establishes a professional standard of care for Quake’s Services, to the fullest extent permitted by law, Quake shall indemnify, protect, defend, and hold harmless City and any and all of its elective and appointive boards, officers, officials, agents, employees or volunteers from and against any and all losses, liabilities, damages, costs, and expenses, including legal counsel’s fees and costs but only to the extent the Quake (and its Subcontractors) are responsible for such damages, liabilities and costs on a comparative basis of fault between the Quake (and its Subcontractors) and the City in the performance of professional services under this Agreement. Quake shall not be obligated to defend or indemnify City for the City’s own negligence or for the negligence of others.

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

3. BUSINESS LICENSE: Quake shall obtain a business license from City before they commence performance of the Services.

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

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

6. CONFIDENTIALITY AND CALIFORNIA PUBLIC RECORDS ACT
COMPLIANCE: Notwithstanding Section 17 of Quake’s agreement Quake understands and

ADDENDUM TO

CITY OF TURLOCK

AGREEMENT FOR SERVICES

Quake: ___________________________________________ Date: _______________________ City Contract No. _____________ Scope of Work: __________________________________

10/2025

agrees that City must comply with the California Public Records Act, California Government Code section 7920 et seq. which may affect or limit City’s obligations.

7. EXECUTION AND COUNTERPARTS. This Addendum 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 Addendum 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 Addendum or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

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

9. Conformity with Law and Safety: Service Provider 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 Service Provider must be in accordance with these laws, ordinances, codes and regulations. Service Provider’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, Service Provider shall immediately notify City's risk manager by telephone. If any accident occurs in connection with this Agreement, Service Provider 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 Service Provider's subcontractor, if any; (c) name and address of Service Provider'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, Service Provider shall immediately notify City. Service Provider

ADDENDUM TO

CITY OF TURLOCK

AGREEMENT FOR SERVICES

Quake: ___________________________________________ Date: _______________________ City Contract No. _____________ Scope of Work: __________________________________

10/2025

shall not store hazardous materials or hazardous waste within City limits without a proper permit from City.

Including but not limited to implementing Section 1.2 of the QwakeConnect Description, Service Provider and City shall comply with all California laws involving privacy law, and public employee labor and employment law. Qwake shall not use, sell, or disclose any personal information or Location Information except to provide the services under the Agreement.

9.1. Compliance with Federal Requirements: Service Provider agrees to comply with all applicable federal statutes, regulations, and requirements, including but not limited to:
• 2 CFR Part 200 (Uniform Guidance) procurement and cost principles; • Equal Employment Opportunity (41 CFR Part 60);
• Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352);
• Debarment and Suspension (2 CFR Part 180).
•
Service Provider certifies it is not debarred, suspended, or otherwise excluded from participation in federal programs.

10. Notices: All notices pursuant to Section 18.11 of the Agreement must be in writing.

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

Michael Harcksen
City of Turlock
Fire Department
156 S. Broadway, Suite ___
Turlock, California 95380
E-mail Address: [email protected]

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

CITY OF TURLOCK, a California municipal QUAKE
corporation

By: _______________________________ By: ______________________________ Susan E. Borrego, Interim City Manager
Title: _____________________________

ADDENDUM TO

CITY OF TURLOCK

AGREEMENT FOR SERVICES

Quake: ___________________________________________ Date: _______________________ City Contract No. _____________ Scope of Work: __________________________________

10/2025

Date: _____________________________
Print name: ________________________

By: _______________________________ Date: _____________________________ Shanon Evans, Deputy Fire Chief

APPROVED AS TO FORM:

By: _______________________________
George A. Petrulakis, City Attorney

ATTEST:

By: _______________________________
Nichole Fiez, City Clerk

City Council Staff Report
November 18, 2025

From: Adrienne Werner, Development Services Director
Prepared by: Adrienne Werner, Development Services Director Agendized by: Susan E. Borrego, Interim City Manager

1. ACTION RECOMMENDED:

Resolution: Approving a Memorandum of Understanding (MOU), in a form approved by the City Attorney, between the City of Turlock and Stanislaus Council of Governments (StanCOG) accepting the sub-allocation of 2021 Regional Early Action Planning (REAP 2.0) grant funds in the amount of $454,769 and authorizing the Interim City Manager to enter into, execute and deliver the MOU and any and all other documents necessary to secure the grant.

Resolution: Appropriating $454,769 to Revenue Account Number 271-40-400-452.34168 “REAP Grant” to be funded from a sub-allocation from the 2021 Regional Early Action Planning (REAP 2.0) grant and to appropriate $454,769 to Expense Account Number 271- 40-400-452.43055_000 “Consultant General” for the preparation of a comprehensive master plan for seven County Islands and the necessary zoning amendments

Motion: Authorizing the Interim City Manager to enter into a professional services agreement, in a form approved by the City Attornye, with Dyett and Bhatia Urban and Professional Planners for the preparation of a comprehensive master plan for the seven unincorporated county islands within the City’s Sphere of Influence and prepare the appropriate and necessary documents and rezone amendments.

2. NARRATIVE:

Through the California Department of Housing and Community Development (HCD) Regional Early Action Planning Grant Program of 2021 (REAP 2.0), the Stanislaus Council of Governments (StanCOG) received $7.1 million in REAP 2.0 funds, with $3.1 million allocated to member agencies. The REAP 2.0 Transformative Funding Suballocation Program supports projects that advance housing and equity goals, reduce vehicle miles traveled (VMT), and implement the region’s Sustainable Communities Strategy (SCS).

Through the grant program, Turlock is eligible for up to $454,769 to support projects aligned with REAP 2.0. Eligible uses include planning for infill housing, infrastructure upgrades, affordable housing development, and multimodal transportation improvements.

On August 12, 2025, the Turlock City Council approved submittal of the City’s REAP 2.0 application to StanCOG. On October 1, 2025, staff was notifed by StanCOG that HCD has completed its review of all jurisdictional applications for StanCOG’s REAP 2.0 Transformative Funding Allocation Program, and Turlock’s application has been approved to move forward.

StanCOG presented a funding agreement/MOU between StanCOG and the City of Turlock to the StanCOG Policy Board on October 15, 2025. The draft MOU is attached for review.

Agenda Staff Report
11/18/2025

City of Turlock staff has identified the following potential projects that meet the criteria to receive the grant funds:
• Objective development standards
• Master Plan for the Montana-West County Islands
• Small Lot Subdivision Ordinance
• Congregational Overlay

The Montana-West area (approx. 50 acres) includes three unincorporated County islands with underutilized parcels. The Turlock General Plan prioritizes master planning and eventual incorporation of these areas, consistent with Policy 3.1-m.

In May 2021, the City of Turlock entered into a professional services agreement with Dyett and Bhatia Urban and Regional Planners (Dyett and Bhatia) for the 6 th Cycle Turlock Housing Element update. Staff is requesting City Council approval to enter into a separate professional services agreement with Dyett and Bhatia for the work proposed under the REAP 2.0 grant. The Turlock Municipal Code 2-7-08 allows the City Council to award a contract without going through the formal bidding procedure if one of six identified circumstances exist.

Under TMC §2-7-08(b), formal bidding procedures are not required for certain types of contracts, including those involving professional or specialized services such as attorneys, engineers, accountants, or consultants. Staff has determined that this request qualifies for this exemption as it involves the procurement of professional or specialized services consistent with TMC §2-7-08(b).

Dyett & Bhatia is currently assisting City staff with the preparation and review of the 6th Cycle Housing Element Update, which is under review by the Department of Housing and Community Development (HCD). The scope of work proposed for REAP 2.0 funding will focus on advancing policies and implementing programs identified in the 6th Cycle Turlock Housing Element. Due to the distinct scope and separate grant funding source, this work is proposed under a new, standalone contract rather than as an amendment to the existing agreement.

Staff will work closely with Dyett & Bhatia to prepare all necessary documents to ensure compliance with State housing laws. The REAP 2.0 grant program operates under an accelerated schedule, requiring timely coordination and delivery. Applications were due August 15, 2025, and award notifications were issued by the local Council of Governments in early October. All grant funds must be fully expended by December 31, 2026, leaving a limited window for project completion and implementation.

3. FISCAL IMPACT / BUDGET AMENDMENT:

The budget will be amended to add the revenue from the REAP 2.0 grant and the proposed expenses as follows:

Revenue:
271-40-400-452.34168 REAP Grant $454,769

Agenda Staff Report
11/18/2025

Expenses
271-40-400-452.43055_000 Consultant General $454,769

4. ENVIRONMENTAL DETERMINATION:

This action is not subject to the provisions of the California Environmental Quality Act (CEQA) in accordance with Section 15378(b)(5) [Project] of the CEQA guidelines. This is an organizational or administrative activity involving the submittal of an application to receive additional suballocation of Regional Early Action Planning (REAP) Funds. This action will not result in direct or indirect physical changes in the environment.

5. ATTACHMENTS:

1. DRAFT REAP 2.0 MOU Transformative Program Template (002)

2. Professional Services Agreement Template rev 10-2025

3. 20251016 REAP 2025 Grant Project 1 - Master Plan (proposal)

4. 20251016 REAP 2025 Grant Project 2 - Zoning Amendments (proposal)

5. Resolution REAP 2.0 budget amend

6. Resolution REAP 2.0 MOU

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REAP 2.0 MOU StanCOG – {Name of Stanislaus County Jurisdiction}

MEMORANDUM OF UNDERSTANDING
between

STANISLAUS COUNCIL OF GOVERNMENTS
and
{NAME OF STANISLAUS COUNTY JURISIDCTION}
for

SUBALLOCATION OF REGIONAL EARLY ACTION PLANNING GRANT FUNDS OF 2021 (REAP 2.0)
This Memorandum of Understanding is made and entered into between the Stanislaus Council of Governments (StanCOG) and the {Name of Stanislaus County Jurisdiction}, the “Sub- Recipient”, and is dated October 15, 2025{DATE}, for reference purposes.

Recitals
A. WHEREAS,
StanCOG is a council of city and county governments in Stanislaus County, established by a joint powers agreement in 1971, to address regional transportation issues and is the designated metropolitan planning organization for the Stanislaus region; B. WHEREAS, StanCOG is the recipient of funds from the California Department of Housing and Community Development (“HCD”) for administration of the Regional Early Action Planning Grant Program of 2021 (REAP 2.0);
C. WHEREAS, StanCOG issued a non-competitive call for projects under the Transformative Funding Suballocation Program, making funds available to all jurisdictions in Stanislaus County for eligible planning and implementation activities consistent with the goals of the REAP 2.0 program;
D. WHEREAS, {Name of Stanislaus County Jurisdiction} applied for, and has been deemed eligible to receive, funding to carry out such planning and implementation activities (the “Project”);
E. WHEREAS, {Name of Stanislaus County Jurisdiction} agrees to implement the Project and collaborate with StanCOG to further the goals of promoting affordable infill housing opportunities, expanding multimodal transportation options, and reducing vehicle miles travelled withing the region.

NOW, THEREFORE, in consideration of the mutual promises, covenants, terms, and conditions hereinafter contained, the parties hereto agree as follows:

DRAFT

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REAP 2.0 MOU StanCOG – {Name of Stanislaus County Jurisdiction}

AGREEMENT

1. Recitals, and Funding Agreement between HCD and StanCOG

The recitals above are hereby incorporated in this Agreement. The funding agreement between HCD and StanCOG is attached to this Agreement as Exhibit “A” and all applicable provisions of said agreement shall apply to the Sub-Recipient, in addition to the Agreement terms set forth below. The key guidance and requirements of the REAP 2.0 program applicable to all the Sub- Recipients are presented in the Notice of Funding Availability and Final Guidelines – Metropolitan Planning Organization Allocation Regional Early Action Planning Grant (REAP

2.0) attached to this Agreement as Exhibit “B”.

2. Funding Amount:

The amount to be paid to Sub-Recipient under this MOU will not exceed {spell out dollar amount} ($xxx,xxx.00)(Funds), which represents Sub-Recipients allocation. In no instance will StanCOG be liable for any payments or costs for work in excess of this amount, nor for any unauthorized or ineligible costs. Nor shall StanCOG be liable for any amounts if HCD fails to allocate or distribute REAP 2.0 funding to StanCOG.

3. Term/Timeline:

The term of this MOU shall begin on the “Effective Date” of this MOU, which shall be the last date of execution of the MOU by the parties hereto. All work identified in the Scope of Work must be completed by December 31, 2026, unless terminated earlier as provided herein. No extensions will be granted to complete the Scope of Work unless authorized by HCD. All final reporting and invoicing, set forth in Section 9 of this Agreement, is due to StanCOG by January 31, 2027.

4. Project Management and Notices:

The StanCOG point of contact for all communication regarding invoicing, reporting and noticing shall be:

Michael Sigala
Stanislaus Council of Governments,
1111 “I” Street Suite 308
Modesto, CA 95354
Telephone: (209) 525-4600
Email: [email protected]

The Subrecipient Project Manager for all communication, invoicing, reporting and noticing shall be:

DRAFT

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REAP 2.0 MOU StanCOG – {Name of Stanislaus County Jurisdiction}

{Name}
{Title}
{Name of Stanislaus County Jurisdiction}
{Address line one}
{Address line two}
Telephone: {number}
Email: {address}

5. Scope of Work:

The scope of work for the Project (“Scope of Work”) is set forth in Sub-Recipient’s REAP 2.0 Application for the StanCOG’s Transformative Suballocation Program, attached to this Agreement as Exhibit “C”.

The Sub-Recipient shall use the Funds in accordance with the scope of work as contained in the grant application approved by HCD. Sub-Recipient request for amendments or modifications in scope must be made in consultation with, and with the prior approval of, StanCOG. If deemed appropriate by StanCOG, StanCOG will seek prior approval from HCD regarding proposed changes in task budget or scope/approach to ensure that any changes to the scope of work as proposed in the grant application are acceptable to HCD.

6. Compliance

By entering into this Agreement and thereby accepting the Funds, the Grantee agrees to comply with the terms and conditions set forth in Exhibit “A”, Exhibit “B”, Exhibit “C”, and this Memorandum of Understanding.

Sub-Recipient will, also, comply with all applicable Federal, State, and local laws, codes, ordinances, regulations, orders, circulars, and directives, including, without limitation, all State regulatory requirements associated with the REAP 2.0 funding provided to Sub- Recipient hereunder, including all reporting requirements set forth in the REAP 2.0 Guidelines and reporting requirements in the funding agreements between StanCOG and HCD.

Further, Sub-Recipient will require the appropriate debarment certification form from all Sub-Recipient contractors and Sub-Recipient certifies that it will not knowingly enter into any transaction with a contractor, subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any Federal or State agency.

7. Independent Contractor:

Sub-Recipient, and the agents and employees of the Sub-Recipient, in the performance of this Agreement, will act as and be independent contractors and not officers or employees or agents of StanCOG. Sub-Recipient, its officers, employees, agents, and subcontractors, if any, will have no power to bind or commit StanCOG to any decision or course of action, and will not represent to any person or business that they have such power. Sub-Recipient has DRAFT

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REAP 2.0 MOU StanCOG – {Name of Stanislaus County Jurisdiction}

and will retain the right to exercise full control of the supervision of the work and over the employment, direction, compensation and discharge of all persons assisting Sub-Recipient in the performance of work funded by this Agreement. Sub-Recipient will be solely responsible for all matters relating to the payment of its employees and contractors including, but not limited to, compliance with all laws, statutes, and regulations governing such matters.

8. Accounting Records:

a. Sub-Recipient, its staff, contractors and subcontractors shall establish and maintain an accounting system and reports that properly accumulate incurred project costs by line. The accounting system shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment voucher or invoices.

b. Sub-Recipient shall establish a separate ledger account for receipts and expenditure of the Funds and maintain expenditure details in accordance with the scope of work, project timeline and budget.

c. Sub-Recipient shall maintain documentation of its normal procurement policy and competitive bid process (including the use of sole source purchasing), and financial records of expenditures incurred during the course of the project in accordance with GAAP.

d. Sub-Recipient agrees that StanCOG, HCD and the State of California and/or their designated representative(s) shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement.

9. Reporting and Payment:

a. On a quarterly basis, Sub-Recipient will provide StanCOG with both (1) a written report on the progress made on the Scope of Work; and (2) an invoice for reimbursement containing attached back up documentation, including itemized receipts clearly showing the amount requested for reimbursement, including vendor name, purchase date, and a description of the items, services procured, or Sub-Recipient staff time billed to the Project; statement of reason to provide a clear explanation of why the expense was incurred, such as a copy of a meeting invitation, event flyer, or a written explanation outlining the business purpose of the expense; and proof of payment. If no receipt is available, a proof of payment (e.g., a canceled check or credit card statement) may be required). Sub-Recipient shall submit the quarterly reports within 30 days of the end of the reporting period. The quarterly report shall be provided by e-mail to StanCOG. Sub- Recipient’s written progress report shall be completed as required by StanCOG, and shall be for the periods ending March, June, September and December of each year. StanCOG may provide a reporting template for the Quarterly Report, and the Sub-Recipient shall report all required information on the template provided. Sub-recipient’s failure to submit timely, accurate, and complete Quarterly Reports and invoices consistent with the approved Scope of Work and budget (and the REAP grant agreement) may result in payment delay, non-payment, or other actions deemed necessary to ensure compliance DRAFT

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REAP 2.0 MOU StanCOG – {Name of Stanislaus County Jurisdiction}

with the REAP program reporting requirements. In addition, StanCOG reserves the right to withhold future reimbursements or funding distributions, and to disallow expenses not properly and timely invoiced or lacking the required reporting information.

b. Sub-Recipient shall annually report to StanCOG by January 31st for the previous calendar year of the Agreement: (1) detailed status of the Project overall, including subtasks (2) status of the uses and expenditures, including subtasks, (3) an explanation and quantification, where appropriate, of the progress achieved toward all of the objectives of the REAP 2.0 program, barriers and solutions for the proposed activities including (a) corresponding impact and measurable outcomes for accelerating infill housing development, (b) reductions in vehicle miles traveled per capita, (c) actions for affirmatively furthering fair housing (d) location of investment, (e) socioeconomic statistics about the impacted geography, and (f) regional impact explanation. Additional information on indicators, outcomes and anticipated changes and other reporting requirements deemed necessary by StanCOG may be required in the Annual Report.

StanCOG may provide a reporting template for the Annual Report, and the Sub-Recipient shall report all required information on the template provided.

c. Payments to Sub-Recipient hereunder will be made in arrears.

d. Invoices for expenditures incurred prior the Effective Date of this MOU will not be reimbursed.

e. Sub-Recipient shall not be entitled to reimbursement of indirect costs unless a copy of an applicable, approved indirect cost plan has been received by StanCOG prior to submittal of the first invoice from the Sub-Recipient. Indirect cost rates shall be submitted annually in accordance with StanCOG requirements.

f. Sub-Recipient will be notified within ten (10) business days following receipt of its invoice by StanCOG of any circumstances or data identified by StanCOG in Sub- Recipient’s invoice that would cause withholding of approval and subsequent payment.

10. Audit, Retention and Inspection of Records:

a. StanCOG or its designee, including but not limited to any State or Federal agency, will have the right to review, obtain, copy, and audit all books, records, computer records, accounts, documentation and any other materials (collectively “Records”) pertaining to performance of this Agreement, including any Records in the possession of any contractors or subcontractors. Such Records shall include all records of employment, employment advertisements, employment application forms, and other pertinent employment data, as well as any records pertaining to compliance with Public Contract Code Sections 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500, et seq. (when applicable) and other matters connected with the performance of the contract pursuant to Government Code Section 8546.7.

b. Sub-Recipient agrees to provide StanCOG or its designee, the State, the California State Auditor or any duly authorized representative of the State or Federal government, with any DRAFT

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REAP 2.0 MOU StanCOG – {Name of Stanislaus County Jurisdiction}

relevant information requested and will permit StanCOG or its designees access to its premises, upon reasonable notice, during normal business hours, for the purpose of interviewing employees and inspecting and copying such Records for the purpose of determining compliance with any applicable Federal and State laws and regulations. Sub- Recipient further agrees to maintain such Records for a period of three (3) years after final payment under the Agreement or three (3) years from the conclusion or resolution of any and all audits or litigation relevant to this Agreement and any amendments, whichever is later. If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been started before the expiration of the three (3) years after final payment under this Contract, all records must be retained by Sub-Recipient, its contractors and subcontractors until completion of the action and resolution of all issues which arise from it. Records related to any and all audits or litigation relevant to this Agreement shall be retained for five (5) years after the conclusion or resolution of the matter.

c. In addition to any other remedies available to StanCOG in law or equity for breach of this Agreement, StanCOG, may at its discretion, exercise a variety of remedies, including, but not limited to, requiring repayment of the Funds disbursed and expended under this Agreement.

11. Third Party Contracts:

a. All procurements related to the expenditure of the Funds must be conducted using a fair and competitive procurement process. Sub-Recipient may use its own procurement procedures as long as the procedures comply with all City/County laws, rules and ordinances governing procurement, HCD’s REAP 2.0 Guidelines, and all applicable provisions of California law.

b. Any contract entered into as a result of this MOU shall contain all the provisions stipulated in this MOU and shall be applicable to Sub-Recipient’s contractors and subcontractors.

Copies of all agreements with contractors and subcontractors shall be submitted to StanCOG’s project manager.

c. Sub-Recipient shall be responsible for monitoring and enforcement of all agreements with contractors and subcontractors to ensure compliance with the terms of this MOU.

12. Assignment:

Sub-Recipient shall not assign or subcontract its duties under this MOU. No subcontract, whether existing or later entered into as set forth herein, under any circumstances shall relieve the Sub-Recipient of its liability and obligation under this contract, and all transactions with StanCOG must be through the Sub-Recipient.

13. Indemnity:

Sub-Recipient specifically agrees to indemnify, defend, and hold harmless StanCOG, its directors, officers, members, boards, committees, agents, and employees (collectively the “Indemnitees”) from and against any and all actions, claims, demands, losses, costs, DRAFT

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REAP 2.0 MOU StanCOG – {Name of Stanislaus County Jurisdiction}

expenses, including reasonable attorneys’ fees and costs, damages, and liabilities (collectively “Losses”) arising out of or in any way connected with the performance of this MOU. Sub-Recipient shall pay all costs and expenses that may be incurred by StanCOG in enforcing this indemnity, including reasonable attorneys’ fees. The provisions of this Section shall survive the expiration, termination, or assignment of this MOU.

14. Amendments:

If HCD, StanCOG or any other State agency having jurisdiction, requires a change to the terms of this MOU, the parties will amend this MOU as necessary, or will terminate it immediately. No alteration or variation of the terms of this MOU will be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein, will be binding on any of the parties hereto.

15. Termination:

a. Either party may terminate this MOU for any reason, with or without cause, at any time, by giving the other party fifteen (15) days written notice. If either party issues a notice of termination, StanCOG will reimburse Sub-Recipient for work actually performed up to the effective date of the notice of termination.

b. Sub-Recipient will have the right to terminate this MOU in the event StanCOG is unable to make required payments, including, without limitation, a failure of HCD to appropriate funds. StanCOG has the right to terminate this agreement should Sub-Recipient fail to perform the Scope of Work in a complete and timely manner or should Sub-Recipient fail to meet the Quarterly, Annual or other reporting requirements deemed necessary by StanCOG provided Sub-Recipient shall have thirty (30) calendar days in which to cure its reporting non-compliance.

This MOU may be executed in any number of counterparts with the same effect as if the parties had all signed the same document, and which together shall constitute one and the same instrument.

Each party agrees that this MOU and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this MOU or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

IN WITNESS WHEREOF, this MOU has been executed by the parties hereto and shall be effective when executed by both parties.

Stanislaus Council of Governments, a Joint
Powers Agency

{Name of Stanislaus County Jurisdiction}

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REAP 2.0 MOU StanCOG – {Name of Stanislaus County Jurisdiction}

By: _________________________________

Interim Executive Director

Date: ________________________________

By: _________________________________
{Name}
{Title of Authorized Signatory}

Date: ________________________________

APPROVED AS TO FORM:

By: _________________________________
Monica Streeter
General Counsel
APPROVED AS TO FORM:

By: __________________________________
{Name}
{Title of Authorized Legal Counsel}

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REAP 2.0 MOU StanCOG – {Name of Stanislaus County Jurisdiction}

EXHIBIT A

FUNDING AGREEMENT BETWEEN HCD AND STANCOG

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REAP 2.0 MOU StanCOG – {Name of Stanislaus County Jurisdiction}

EXHIBIT B
NOTICE OF FUNDING AVAILABILITY AND FINAL GUIDELINES –

METROPOLITAN PLANNING ORGANIZATION ALLOCATION REGIONAL EARLY ACTION PLANNING GRANT (REAP 2.0)

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REAP 2.0 MOU StanCOG – {Name of Stanislaus County Jurisdiction}

EXHIBIT C
SUB-RECIPIENTS REAP 2.0 APPLICATION FOR THE STANCOG TRANSFORMATIVE

SUBALLOCATION PROGRAM
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CITY CONTRACT NO. 2026-0074 1

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10/2025

AGREEMENT BETWEEN THE CITY OF TURLOCK
and

DYETT AND BHATIA URBAN AND REGIONAL PLANNERS
for

PROFESSIONAL SERVICES

City Contract No. 2026-0074

THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is entered into by and between the CITY OF TURLOCK, a California municipal corporation (“City”), and Dyett and Bhatia Urban and Regional Planners, a California Corporation (“Professional”), on this 18 th day of November, 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 preparation of a master plan for unincorported County island areas wholly surrounded by the City of Turlock and zoning amendments intended to increase the supply of housing in the City (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.

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

AGREEMENT

1. Recitals. The recitals set forth above (“Recitals”) are true and correct and are hereby incorporated into and made part of this Agreement by this reference. In the event of any inconsistency between the Recitals and Sections 1 through 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 18 th day of November, 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:

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(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 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 Francisco- Oakland 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 Four Hundred Fifty Four Thousand Seven Hundred Sixty Nine and No/100ths Dollars ($454,769.00) (“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.

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

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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.

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.

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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 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,

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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.

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

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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.

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

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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.

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.

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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:

(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 admitted in California 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 maintain 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. The general aggregate limit shall apply separately to this Project or the general aggregate shall be doubled.

25.2. Worker’s Compensation Insurance. Professional shall maintain workers’ compensation insurance (Statutory Limits) and Employer’s Liability Insurance with limits of at least One Million Dollars ($1,000,000.00) each accident or disease. Professional shall submit to City, along with the certificate of insurance a Waiver of Subrogation endorsement in favor of City, its officers, agents employees, and volunteers.

25.3. Professional Liability. Professional shall maintain 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 self-

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

25.4 Commercial Automobile Liability. Professional shall maintain commercial automobile liability insurance using ISO Business Auto Coverage form CA 00 01, or the equivalent, in the amount of no less than Two Million Dollars ($2,000,000.00) each accident for owned, leased, hired, non-owned, and borrowed automobiles. The policy shall provide and be endorsed that the City, its officials, officers, agents, employees, and volunteers are included or named as additional insureds. If Professional owns no vehicles, this requirement may be met through a non-owned auto coverage or an endorsement to the CGL policy.

25.4. 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 policies of 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.

25.5. 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. If a carrier will not provide the required notice of cancellation, the Professional shall provide written notice to the City no later than ten (10) days before cancellation; and (b) name City, and City’s Agents as additional insureds with respect to liability arising out of

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Services, work or operations performed by or on behalf of Professional and shall be endorsed to state such; (c) name City of Turlock as a certificate holder (d) 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; (e) 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; (f) contain standard separation of insured provisions; and (g) 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.

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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 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: Dyett and Bhatia Urban and Professional Planners Attn: Rajeev Bhatia
1330 Broadway, Suite 604
Oakland, CA 94612

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

Adrienne Werner
Development Services Director
156 S. Broadway, Suite 120
Turlock, California 95380
Telephone: (209) 668-5640
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

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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.

[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.

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PROFESSIONAL

Dyett and Bhatia Urban and Regional
Planners, a California Corporation

By:

Print Name: Rajeev Bhatia

Title: President

Date
CITY OF TURLOCK, a California
municipal corporation

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

MEMORANDUM To: Adrienne Werner and Katie Quintero, City of Turlock From: Andrew Hill, Principal Re: Proposal for Stanislaus Council of Governments (StanCOG) Transformative Funding Suballocation Program Grant Funding – Project #1: Master Plan for Unincorporated County Islands Date: July 28, 2025 Adrienne and Katie: The City of Turlock is eligible for non-competitive grant funding from the Stanislaus Council of Governments (StanCOG) through the Transformative Funding Suballocation Program. The funding is intended to help local jurisdictions achieve housing and equity goals and advance implementation of the region’s long-range transportation and land use plan, known as the Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS). This memo outlines a project that the City will undertake with the funding: preparation of a master plan for unincorporated County island areas wholly surrounded by the City of Turlock. Below, a scope of work is presented for the project, together with an associated fee and schedule. BACKGROUND There are seven unincorporated County Islands located south of East Avenue in Turlock, all entirely surrounded by land within the City (see Map 1). The islands range in size from 1.69 acres to 69.90 acres and have a total area of 125.78 acres. Existing uses within the islands are predominantly single-family homes, with some vacant parcels, multifamily homes, industrial uses and utilities. Some of the islands currently receive water and sewer service from the City of Turlock. All seven islands are classified by the State as Disadvantaged Communities (DACs), or lower income areas that are disproportionately affected by pollution and negative health outcomes. The Stanislaus County Local Formation Commission (LAFCo) encourages annexation of unincorporated County islands in order to promote logical and orderly agency boundaries and the efficient provision of municipal services. State law and LAFCo policy also provide a streamlined process for annexation of existing unincorporated County islands for areas that meet established criteria, including that the island substantially developed and that it does not exceed 150 acres in size, contain prime agricultural land, or include a gated community. The purpose of this project is to evaluate the feasibility and prepare a master plan to guide the future annexation of these unincorporated County islands. The master plan will establish criteria and phasing for annexation of the areas.

I St
Fifth St
Esperanza Ct
D StJasonDr
Paulson Rd S Berkeley Ave
Harvest Park Dr
Spruce St
Zach Ct
Milhous St
Baywood Ln
Maple St
S FirstSt
ElmwoodCt
ThirdSt
Sylva St
Federation Ct
S Lander Ave
Jessica St
Market St
Warp Dr
Elmcrest Ct
Brier Rd
Difani Pl
Backus Ln
Romeo Ln
Zina Ln
Clover Dr
S Soderquist Rd
Greenhills Dr
Eagleglen Ave
Apple Ln
Willow Ln
Expedition St
Emily St
Vermont Ave
VentureLn
EnglishAve
Willert Dr
Serr Dr
Gabriel St
Birchwood Wy
South Ave
Sunnyside Dr
Julep Wy
Linden Ln
F St
Alfreda St
Cottonwood St
N Lander Ave
Falconglen
Ct
Lukas St
Crusher Ave
B St
C St
Montana Ave
S Beech St
Greenwood Ln
G St
H St
Larchwood
Ct
N Laurel St
West Main St
Race St
Amberwood
Ln
High St
Pinewood St
Castor St
Fernwood Dr
Fearl
eneAve
Bothun Park
Davis StRadio St
Hartvickson Dr
Persian Ln
Hartley Ln
Lacy Wy
Angelus Ct
Eureka Dr
Silverglen Ave
Ninth St
Columbia St
Picard Ct
A St
Lavon New Ln
Sixth St
Winans Ln
Stone CtBredenberg Ln
Kerley Ln
T eakwood St
Ryker Ct
Bernell Ave
Alexander Ct
Freitas Park
Mae St
Myrtle St
West Avenue South
Picard Ln
Alpha Rd
S Orange Ave
Locust StS Laurel St
Farr St
Daffodil Ln
Larkspur Pl
Lantana WyFourth St
S Broadway
Primrose Ln
Seventh St
East Ave
S Minerva St
GolfRd
Lane St
Pepperridge Dr
Rainer Wy
Lewis St
Villa Woods Dr
Parnell Ave
Williams Ave
Atlanta Ct
Glascow StButte Wy
Pecan Wy
Payne Wy
Clark St
Bethany Ave
Eighth St
S Rose St
W Glenwood Ave
Wagner Dr
Ironwood Dr
E Linwood Ave
BoxwoodW
y
SGoldenStateBlvd
S Center St
Rockwood Ave
S Minaret Ave
Rosewood Dr
Angelus St
E Glenwood Ave
W Linwood Ave
AÎ
Map 1 Master Plan Area and
Unincorporated County Islands
Source: Stanislaus County GIS Data, 2021; Dyett & Bhatia, 2021 J:\GISData\580_Turlock\GIS\Projects\Map 1 Master Plan Area and Unincorporated County Islands.mxd County Islands
City Limit
0 1,000 2,000500
Feet
Map Date:
9/3/2025

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SCOPE OF WORK This section details the scope of work to be performed in preparing a master plan to guide evaluation and planning for the future annexation of seven unincorporated County islands located south of East Avenue in Turlock. The master plan will explore opportunities to incorporate new housing opportunities into the areas - including the potential for smaller "missing middle" homes that can be more affordable by virtue of their size and small lot subdivisions that can increase opportunities for homeownership - as well as strategies to improve the quality of life for local residents. The scope of work includes community outreach, existing conditions analysis, master plan preparation, environmental review, ongoing project management and coordination with staff, and adoption and finalization. The timing and sequence of tasks are shown on the schedule at the end of this chapter. Initials in parentheses following the sub-section heading identify the lead firm for each sub-task: • Dyett & Bhatia (D&B) - master plan preparation, community outreach, environmental analysis • Kosmont Companies (KOS) - market and fiscal analysis • West-Yost (WY) - infrastructure and utility capacity analysis • LSA Associates (LSA) - transportation analysis TASK 1-A START UP AND ONGOING MANAGEMENT This task involves startup of the project and preparation for public engagement as well as regular ongoing project management and coordination with City staff throughout the process. Kickoff Meeting (Team). D&B will facilitate a meeting with City staff to: review project objectives; discuss project issues and challenges; review the work plan, schedule, and preliminary public engagement program; clarify responsibilities and expectations; and establish communication protocols. The kickoff meeting is an important opportunity for staff to highlight project priorities and desired outcomes. The meeting will also be an opportunity to review and confirm data needs and to discuss stakeholder interviews and initial outreach to be conducted in Task 1-B. Community Involvement Strategy (D&B). Following the kick off meeting, we will prepare a written Community Involvement Strategy that outlines engagement strategies and approaches, project messaging, stakeholder identification, timeframes and responsibilities. It will identify meaningful opportunities for community members to provide input that influences project outcomes. D&B will compile and summarize public comment obtained through community engagement and involvement. Web Presence and Social Media (D&B). We assume that a page on the City’s website will be created to serve as a one-stop portal for all information related to the master plan. D&B will create materials for the webpage to be shared via the City’s social media channels to raise awareness of the project and promote participation.

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Ongoing Project Management (D&B). D&B will participate in regular check-in meetings with City staff throughout the course of the project, maintaining the schedule and action item list as needed for ongoing project management. Other team members may attend check-in meetings on an as needed basis. In addition to check-in meetings, the scope of work assumes ad hoc phone calls and email correspondence with staff for coordination through the project. • Deliverables: Kick Off Meeting Summary, Community Involvement Strategy, web materials. • Meetings: Kick Off, ongoing coordination meetings. TASK 1-B EXISTING CONDITIONS ANALYSIS This task involves analysis and documentation of existing conditions, opportunities, and constraints in the unincorporated County islands to lay the foundation for alternatives and options to be explored in development of the master plan. Findings will be summarized in a user-friendly report the emphasizes maps and graphics and highlights key implications for the master plan process. Existing Conditions Report (Team). We will prepare a comprehensive Existing Conditions Report (ECR) that provides a detailed analysis of baseline conditions and trends and identifies opportunities and implications for the master plan. The ECR will be formatted as an "atlas," emphasizing graphics, maps and charts to illustrate the current conditions and key issues in the unincorporated County islands, with deeper exploration in text as warranted for specific topics. We will submit a draft for staff review and revise once to address a consolidated set of comments from staff. The ECR will include the following analysis/components: Land Use and Built Form (D&B). Existing land use and physical development patterns in the unincorporated islands will be documented and described, together with a summary of current land use and zoning applicable to the areas. Vacant and underutilized sites will be identified and mapped. Based on publicly available information and reports from Stanislaus County, recent development activity, including major renovations and rehabilitations will be summarized. Public Infrastructure (W-Y, with D&B). Document current utility services (water, sewer, stormwater) within the unincorporated county islands, based on previously completed master plans (sewer and storm) for the City, prepared by Carollo Engineers, to assess collection system capacities and the 2020 Urban Water Master Plan as well as an updated joint urban water management plan for the City and the Stanislaus Regional Water Authority to assess water supplies and demands. The existing roadway network will also be described. Supporting maps will be prepared. Real Estate Market Conditions and Absorption Study (KOS). Conduct a high-level analysis of local residential-market trends affecting the broad southwestern Turlock Area using real estate market information from local brokers and data sources such as ESRI / CoStar to understand the development potential. An Absorption Study that meets LAFCo requirements will be prepared, including: (a) an absorption analysis based on existing, pending, and not yet

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constructed projects; (b) historical absorption rates, new construction pipeline data, and sales value market data; (c) projected absorption analyses. The absorption analysis will be informed by research and analysis and real estate supply and demand conditions (e.g., inventory, vacancy, lease rates, sales prices, historical absorption), consumer spending trends, and other local, regional, and national real estate development trends. Public Services (D&B). Document police, fire, school, library and park conditions, staffing, equipment levels, and established service ratios and standards based on existing plans, reports, phone interviews, email inquiries. We will rely on the 2019 Municipal Services review, supplemented with more recent information available from service providers. GIS-based analysis of accessibility to parks and public facilities will be conducted. Community Health and Environmental Conditions (D&B). Document conditions, constraints and opportunities within the unincorporated islands related to air quality, biological resources, cultural resources, geology, hazardous materials, water quality, and noise. Publicly available data and information from federal, State and local agencies will be used. A cultural resource record search, a Sacred Lands File search, a review of historic aerial photographs for known resources, and a review local historical archives will also be conducted. Additionally, we will document conditions related to physical and social determinants of health. Urban heat islands and access to healthy food resources will also be mapped and data on indicators such as health outcomes, social and economic factors, health behaviors, physical environment, and clinical care will be compiled and presented in an easy-to-read format. Data sources to be consulted: CityHealth Dashboard, the California Environmental Protection Agency, Office of Environmental Health Hazard Assessment, Stanislaus County Public Health, Healthy Places Index, Federal Bureau of Investigation Crime Reports, and the Turlock Police Department. An assessment of climate vulnerabilities will be included, based on analysis in the City’s Local Hazard Mitigation Plan and other publicly available information. • Deliverables: Existing Conditions Report (draft/final). • Meetings: Ad hoc meetings with staff. TASK 1-C COMMUNITY OUTREACH This task involves a series of community outreach and engagement activities intended to inform community members about the master plan process and invite input from a broad cross-section of community members and groups. Outreach equally on issues and solutions to address them. Results will inform development of the master plan to ensure it aligns with community priorities. Stakeholder Interviews (D&B). D&B and other team members will conduct eight (8) face-to-face interviews in small groups at key points in the project. Interviews may include property owners, developers, business owners, public agency staff, elected officials, and others. The intent is to elicit candid input to inform development of the master plan and ensure we explore feasible strategies with the potential for decision-maker and key stakeholder support. Comments and input will be summarized in a memorandum. Provisionally, we assume:

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• Four (4) interviews at the outset of the process to elicit candid input on planning issues and give us a broad sense of the community, major issues of concern, deal breakers, desirables, and the political factors that may come into play. If the interviews are done in-person, they would be conducted on consecutive days; if held via zoom, they can be spaced out over a week. • Four (4) interviews as the Alternatives/Preferred Plan is developed. Neighborhood Listening Session (D&B). D&B will host a neighborhood listening session, intended as a forum for discussion of neighborhood-specific issues and opportunities. Input from residents of these areas is essential for development of master plan goals and policies related to quality of life in the unincorporated island areas. This event is intended as active listening session to directly connect to community members directly and provide a forum for the residents of disadvantaged neighborhoods to voice their concerns and priorities so that they can be reflected and addressed from the outset of the process. A nutritious dinner or other incentive will be provided for community members that participate in each event. Online Survey (D&B). Knowing that many residents lead busy lives and may not be able to set aside time to participate in person, we will design and disseminate an online activity to engage residents in the process and provide an additional opportunity for public input. We propose to use a software platform such as Social Pinpoint or Konve.io, interactive online platforms which have the ability to integrate images, video, and maps, allowing participants to engage with and comment directly on the material presented. We will draft content and revise it based on staff feedback prior to launching activities. Participation will be promoted with Facebook ads and social media outreach. Results of each will be summarized in a survey report that highlights key findings and highlights any notable differences in responses between neighborhoods and demographics groups. • Deliverables: Stakeholder interview summary; neighborhood listening session summary. • Meetings: Stakeholder interviews (8); neighborhood listening session (1); online survey (1). TASK 1-D OPTIONS EXPLORATION This task involves preparation of up to three distinct alternatives for land use, public services, infrastructure, and quality of life that respond to the existing conditions, opportunities, constraints identified in prior tasks as well as input received from the initial outreach and engagement with stakeholders. Each alternative will be represented conceptually with illustrations and examples to facilitate understanding. Through community engagement activities, we will seek to build consensus around key strategies to guide preparation of the master plan. Preliminary Alternative Plans (D&B, with team). Focusing on opportunity sites identified in Task 1-B, D&B will prepare up to three land use alternatives in “sketch plan” form, addressing findings from the market study and the issues, opportunities, and constraints identified in Task 1-B and incorporating feedback from community members and decision makers during the previous outreach. Each alternative will offer real choices for future

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development, and each will be depicted conceptually with illustrations and examples from peer communities to facilitate understanding. The Alternatives will incorporate an illustrative pro forma evaluation of several potential development prototypes (small lot SF, townhomes, attached SF and missing middle typologies) undertaken to understand the feasibility in the various study areas together with potential policies that can incentivize desired land uses and/or offset negative financial impacts. An assessment of each alternative's impacts and outcomes will be included, along with projected growth forecasts and common metrics to facilitate evaluation. Additionally, potential strategies to prevent the displacement of existing housing units and residents will be identified. An Admin Draft of the Alternative Plans will be submitted to the City and revised once prior to presentation to the Planning Commission. Planning Commission Study Session(D&B). Present the Preliminary Alternative Plans (with growth forecasts and metrics) to the Planning Commission and facilitate a discussion to review and refine them for use in community outreach activities. Preferred Plan and Key Strategies (D&B, with team). Based on input from the community engagement activities outlined in Task 1-C (stakeholder interviews, neighborhood listening session, online survey), we will prepare a Preferred Plan and Key Strategies package that reflects the consensus that emerges from the outreach process. The Preferred Plan and Key Strategies package will be in the form of a report with a series of maps and key goals for land use, housing, infrastructure, public services, community health, and environmental conditions. It will include projections for population, housing and employment likely to result from buildout in the horizon year. An administrative draft will be reviewed with staff refined for staff review and revised once for presentation to decision-makers. Decision-Maker Review (D&B). At the culmination of this task, the Preferred Plan and Key Strategies that result from the conversation with the community will be presented to the Planning Commission and the City Council. Refinements directed by the City Council will be made to guide preparation of the General Plan Update, Zoning Amendments, and EIR. • Deliverables: Preliminary Alternative Plans (draft/final); Preferred Plan and Key Strategies (draft/final). • Meetings: Planning Commission study sessions (2); City Council study session (1). TASK 1-E DRAFT MASTER PLAN PREPARATION This task involves preparation of the Draft master plan reflecting community input and decision-maker direction on the Preferred Plan and Key Strategies package. An administrative draft will be prepared for review by City staff. Additionally, to inform the draft master plan, a fiscal impact analysis will be prepared. Fiscal Impact Analysis (KOS). To understand the General Fund impacts from annexation and infill development pursuant to the master plan, Kosmont will research City Budget and Annual Comprehensive Financial Report to identify revenue sources and tax rate factors (e.g., property tax, sales tax, utility taxes etc), and fiscal expenditures (e.g., public safety, public

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works, community services) on a per capita basis, to estimate the resulting net fiscal impact at buildout. Prepare Administrative Draft / Public Review Draft Master Plan (D&B, with team). D&B will prepare an Administrative Draft master plan, based on direction from City Council on the Preferred Plan and Key Strategies. Text, graphics, and maps will be integrated to support and provide context for the goals and policies. We will respond to one round of consolidated comments from staff on the Administrative Draft General Plan and then prepare a Public Review Draft Plan. Provisionally, we assume the Plan will include the following chapters: • Introduction and Vision: The intent, organization, and introduction to the master plan, together with a summary of the community engagement processes and community input and a statement of goals, concepts, and desired outcomes. • Land Use and Development Standards: Land use designations, permitted and/or required use mixes, and development intensities will be defined. Development and design standards addressing site design, setbacks, lot coverage, building scale and massing, roof design, entries, lighting, exterior color, and use of materials and other topics will be incorporated with supporting illustrations. Development potential will be projected, and anti-displacement strategies will be incorporated. Supportive maps and graphics will also be included. • Infrastructure. Based on the Preferred Plan and Key Strategies approved by the City Council at the end of Task 1-D, WY will determine what utility improvements will be needed to support annexation and development within each of the unincorporated county islands. For all identified utility improvements, WY will prepare preliminary construction cost estimates. Roadway and multimodal improvements will also be identified and associated costs estimates provided. Corresponding goals and policies will be developed. • Parks and Public Services. Drawing on the existing conditions analysis and community and decision-maker input, goals and policies related to police; fire, and emergency services; schools; and parks will be developed. Supporting maps and graphics will be prepared. • Community Health and Environmental Conditions. A series of maps will characterize relevant issues, and policy and program level solutions will focus on improving community health and environmental quality, addressing air pollution, increasing access to healthy food and services, mitigating the effects of urban heat, and expanding recreation opportunities. Priorities identified through community outreach will be summarized and addressed. • Implementation and Phasing. This chapter will summarize the specific actions to be taken to carry out the master plan. For each action, the timing and priority for implementation will be identified together with the responsible entity, agency or department. Recommendations on the phasing and timing for potential future annexations will be included, together with criteria for assessing annexation timing and priority. • Deliverables: Fiscal Impact Analysis (draft/final); Draft Master Plan (admin/public review draft). • Meetings: Ad hoc meetings with staff.

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TASK 1-F ENVIRONMENTAL REVIEW This task involves to conducting environmental review pursuant to the California Environmental Quality Act (CEQA) to identify and mitigate the environmental impacts of the Draft Master Plan. Given the level of development anticipated to result from any land use changes proposed in the Draft Master Plan in combination with recently approved and reasonably foreseeable development within the City is anticipated to be well within the growth increment analyzed in the Turlock General Plan Environmental Impact Report (SCH NO. 2010122096) and that new significant impacts or substantially more adverse impacts than previously analyzed are not anticipated, we assume that an addendum to the Turlock General Plan Environmental Impact Report will be the appropriate level of CEQA. Traffic Study (LSA). LSA will prepare a traffic study addressing both level of service (LOS) and vehicle miles travelled (VMT) to support the CEQA analysis. Traffic volumes for the General Plan Build Out scenario with and without the proposed master plan will be developed using the approved travel demand model and in consultation with City staff. The methodology to develop General Plan Build Out traffic volumes at roadway segments will be consistent with the regionally approved procedures for post-processing of modeled traffic volumes. The resulting levels of service will be calculated using the volume-to-capacity (V/C) methodologies previously used in the 2012 EIR or other methodologies approved by the City. LSA will prepare a draft memorandum documenting analysis methodologies, existing conditions, future year conditions and potential circulation improvements (if needed). The draft memorandum will summarize and compare the LOS analysis between the General Plan EIR and proposed master plan to identify any circulation improvements will be required to offset forecasted deficiencies, if any. The draft memorandum will be submitted to City staff for review. Upon completion of the City’s review draft memorandum, LSA will coordinate with City staff to address up to one round of comments on the study. LSA will then revise the memorandum for final review and approval. Initial Study (D&B). Drawing on the findings of the technical analysis outlined above, D&B will prepare an administrative draft initial study, evaluating all resource categories required under CEQA to determine whether the Draft master plan would result in significant environmental impacts. The following resource categories identified in the CEQA Appendix G checklist will be evaluated in the initial study: • Aesthetics and Visual resources • Agriculture and Forestry Resources • Air Quality • Biological Resources • Cultural and Tribal Cultural Resources • Geology, Soils and Seismicity, • Energy and Greenhouse Gas Emissions • Hazards and Hazardous Materials • Hydrology and Water Quality • Land Use, Population, and Housing • Mineral Resources • Noise

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• Public Services and Recreation • Transportation • Utilities and Service Systems • Wildfire • Mandatory Findings of Significance Upon completion of the administrative draft initial study, D&B will recommend the appropriate level of subsequent CEQA analysis. If it is determined that implementation of the Draft master plan would not result in new or substantially more adverse impact that previously analyzed and mitigated in the Turlock General Plan Environmental Impact Report (EIR), then an addendum to that EIR will be prepared. Per CEQA Section 15164, an addendum to a previously certified EIR need not be circulated for public review. • Deliverables: Traffic study (draft/final); Initial study (draft/final). • Meetings: Ad hoc meetings with staff. TASK 1-G ADOPTION AND FINALIZATION This task involves preparing documents for public hearings, presenting at public hearings, and project finalization. Public Hearings (D&B, with team). The Draft Master Plan and CEQA addendum will be presented at hearings before the Planning Commission and City Council. D&B will document comments received during the public review period and prepare a memo to support the staff report for public hearings, as well as a PowerPoint presentation introducing the Draft master plan process and content. We will closely coordinate with City staff prior to the hearings to ensure that our presentations respond to specific questions and issues likely to be encountered during the hearings. Prepare City Council-Approved Master Plan (D&B). Following adoption of the master plan and CEQA addendum, a final master plan will be prepared, incorporating any direction from the City Council at the adoption hearing. • Deliverables: Memo to support staff report; presentation; final master plan. • Meetings: Planning Commission hearing; City Council hearing.

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SCHEDULE The following is a preliminary schedule of key project deliverables and meetings, assuming a project start date in early September 2025. A detailed schedule will be prepared as part of Task 1-A: • Kick Off Meeting 2-Sep • Community Involvement Strategy and Web Materials 12-Sep • Stakeholder Interviews 15-Sep to 19-Sep • Draft Existing Conditions Report 7-Nov • Final Existing Conditions Report 19-Dec • Neighborhood Listening Session 14-Jan • Preliminary Alternative Plans 20-Feb • Planning Commission Study Session 5-Mar • Stakeholder Interviews 16-Mar to 20-Mar • Online Survey 20-Mar to 10-Apr • Preferred Plan and Key Strategies 15-May • Decision-Maker Review of Preferred Plan/Key Strategies 4-Jun to 16-Jun • Fiscal Impact Analysis 15-Jul • Admin Draft Master Plan 28-Aug • Traffic Study 29-Jul • Initial Study 16-Sep • Public Review Draft Master Plan 1-Oct • Public Hearings 5-Nov to 17-Nov • Final Master Plan 27-Nov FEE The guaranteed maximum fee for the scope of work identified above in our proposal is $369,769. This fee will not be exceeded provided there are no changes in the Scope of Work. The worksheets on below show detailed hours and budget by task. Two tables are shown on the following page: one for hours and one for fees. Fees include all personnel costs and direct costs, including travel, and data gathering. This scope of work does not assume printed copies of documents will be provided.

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Table 1 - Hours by Task
Table 2 - Budget by Task

MEMORANDUM To: Adrienne Werner and Katie Quintero, City of Turlock From: Andrew Hill, Principal Re: Proposal for Stanislaus Council of Governments (StanCOG) Transformative Funding Suballocation Program Grant Funding Date: July 28, 2025 Adrienne and Katie: The City of Turlock is eligible for non-competitive grant funding from the Stanislaus Council of Governments (StanCOG) through the Transformative Funding Suballocation Program. The funding is intended to help local jurisdictions achieve housing and equity goals and advance implementation of the region’s long-range transportation and land use plan, known as the Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS). This memo outlines a project that the City will undertake with the funding: zoning amendments intended to increase the supply of housing in the city and expand opportunities for homeownership. Below, a scope of work is presented for the project, together with an associated fee and schedule. BACKGROUND The City's 2023-31 Housing Element outlines several programs intended to increase the supply of housing in Turlock, diversify the range of housing types in the city, facilitate development of smaller homes that can be more affordable by virtue of their size, and expand options for homeownership locally. This project involves preparation of zoning amendments and related development and design standards to implement these programs. The programs are summarized as follows: • SB 9 Housing Ordinance (Program 1-C): develop an ordinance and related objective development standards to implement Senate Bill (SB) 9, permitting ministerial approval of a housing development with no more than two primary units in a single-family zone or subdivision of a parcel in a single-family zone into two parcels. The intent is to increase the supply of smaller "missing middle" housing types in established residential neighborhoods and high resource areas of Turlock. • Small Lot Subdivision Ordinance (Program 1-D): identify appropriate locations for small lot subdivisions and adopt an ordinance to facilitate their development as part of a strategy to increase the supply of entry level homes and expand options for homeownership. Small lot subdivisions permit free-standing single-family houses or duplexes on lots that are smaller than conventional single-family lots and homes are owned fee simple, reducing ownership costs. The ordinance will preclude small lot subdivisions if they do not result in an increase in housing supply relative to the

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number of existing units on the site in order to prevent the displacement of existing housing units. • Congregational Overlay (Program 1-F): Conduct outreach to faith-based organizations in Turlock to gauge interest in potentially developing affordable housing on their properties and prepare an ordinance and associated objective development standards that permits residential development at up to 24 dwelling units per acre by-right on properties owned by religious institutions. • Objective Standards for Multifamily and Mixed Use Development (Program 2-B): Adopt objective standards to meet the requirements of SB 35/423 and bring the zoning ordinance into compliance with other provisions of the Housing Accountability Act, including establishing a ministerial approval process for projects proposing to make at least 10 percent of the proposed units affordable to lower income households. Application checklist forms that staff can use to quickly determine whether projects are eligible for expedited processing will also be prepared. Turlock’s citywide design guidelines, used as an advisory reference during design review, and the recently prepared Downtown Design Standards and Guidelines are well-conceived and suggest ways to design buildings that will fit into Turlock's neighborhoods and commercial areas. They offer specific guidance on building scale and massing, roof design, window design and placement, entries, awnings, lighting, exterior color, and use of materials. They will be used as a reference in developing objective standards to implement the Housing Element programs listed above, together with standards and practices from other peer communities in the Central Valley. SCOPE OF WORK This section details the scope of work to be performed by Dyett & Bhatia (D&B) in preparing zoning amendments and related objective standards to increase housing supply and address affordability. TASK A STARTUP, RECONNAISSANCE, AND COORDINATION This task will involve preparation of a summary memo on issues to be addressed and regulatory options to be explored through the project. D&B will attend a kickoff meeting with City staff to review project objectives, refine the work plan and schedule, clarify responsibilities and expectations, and establish communication protocols, as well as to identify key stakeholder groups and confirm the key points of the community engagement strategy. The kick off will also be an opportunity to discuss ways to respect the integrity of the established design guidelines while also meeting requirements for objectives standards set in State law. Prior to the kickoff meeting, D&B will also prepare a list of data needs from City staff; these will include a selected sample of recent development and other project applications related to the zoning standards and design review. This task also includes time for ongoing project management and coordination meetings with City staff. • Deliverables: Kick Off Meeting Summary, web materials. • Meetings: Kick Off, ongoing coordination meetings.

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TASK B TECHNICAL REVIEW AND STAKEHOLDER OUTREACH This task involves stakeholder and community outreach as well as background research, compilation of case studies, and preparation of recommendations for implementing the SB9 ordinance, small lot subdivision ordinance, congregational housing overlay, and objective standards for mixed use and affordable housing. Review of Turlock Standards and Guidelines (D&B). D&B will review the design criteria in Citywide Design Guidelines, Downtown Design Guidelines, and Beautification Master Plan to identify: 1) those criteria and guidelines that can express standards with only minimal editing and Code references; 2) those that could be converted to standards with major editing but might also be retained as additional review criteria or guidelines with no changes; and 3) those guidelines that should remain as guidelines. Additionally, D&B will review the technical requirements in State law that require use of design standards for approvals and when additional design criteria and guidelines may apply. Based on the results of the review, D&B will prepare a summary memo recommending an overall approach to revisions of the design criteria and incorporation of objective standards into Title 9 of the Turlock Municipal Code, Zoning Regulations and Zoning Ordinance. Stakeholder Interviews. D&B will prepare for and participate in eight (8) small group interviews with code users and stakeholders over two days at the outset of the project. Participants may include property owners, community members, developers, architects, City staff, and/or elected and appointed officials. The list of participants will be developed in coordination with City staff, and once finalized, D&B will schedule the meetings. The interviews, held either virtually or face-to-face, will be structured as informal discussions meant to elicit candid input on key issues and give us a broad sense of the community, major issues of concern, deal breakers, desirables, and the political factors that may come into play. Issues identified by code users that relate to the focus of the update will be classified and sorted to identify common themes and shared concerns, summarized in a short memorandum. Site Suitability and Testing (D&B). Using data from the Stanislaus County Assessor, D&B will conduct a GIS-based analysis of parcel characteristics in Turlock to identify candidate sites for SB9 housing, small lot subdivisions, and congregational housing. A database and maps of candidate sites will be produced. Design "test fits" for up to three (3) representative sites per ordinance (SB9 ordinance, small lot subdivision ordinance, congregational housing overlay) will be conducted to establish appropriate development standards. Development standards will also be informed by the market and fiscal analysis performed by Kosmont as part of the Master Plan for Unincorporated County Islands to be performed in parallel. Case Studies and Background Research (D&B). A series of new State laws aims to incentivize small housing development in California communities to provide additional housing options that may be "affordable by design," based on their smaller size. These laws allow for subdivision of single-family lots, construction of small "starter" homes on qualifying lots, and various alternative ownership structures, including fee-simple ownership, condominium, common interest developments, housing cooperatives, or community land trusts. State law also provides for streamlined approval and ministerial review of small housing developments. We will review provisions of State law on small lot development and

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determine appropriate standards and review procedures considering a variety of building types, such as bungalow courts, townhouses, and small lot single-family development (attached and detached). Potential incentives for lot mergers will be identified, such as adjustments to setback, height, building coverage, and landscaping standards and the number of bedrooms based on a review of standards used in comparable jurisdictions and feedback from stakeholder interviews. Consideration will also be given to standards and permitting procedures used in peer cities, based on up to four (4) case studies, research, and input from stakeholder interviews. Recommendations will propose additional standards and review procedures, reflecting specific conditions on sites in Turlock, and highlight considerations for alternative ownership models. • Deliverables: Memo of Turlock standards and guidelines; Site suitability and testing report; Case studies and background research; Stakeholder interview summary; neighborhood listening session summary. • Meetings: Stakeholder interviews (8). TASK C DRAFT ZONING AMENDMENTS AND OBJECTIVE STANDARDS Based on the results of the research, analysis and outreach conducted as part of Task B, this task involves preparing draft zoning amendments and related objective standards for public review and conducting study sessions for decision-maker feedback on the drafts prior to public hearings. Annotated Outline of Zoning Amendments (D&B). As an initial step, based on the technical review and outreach completed in Task B, D&B will prepare an annotated outline of the proposed zoning amendments to review with City staff and, if appropriate, the Planning Commission or other body. It will identify what existing regulations and standards will be updated and what new regulations and standards are proposed. Draft Zoning Amendments (D&B). After approval of the annotated outline, modules of draft regulations will be prepared. These will be illustrated with zoning diagrams for form-based development standards. Separate modules will be prepared for SB9 ordinance, small lot subdivision ordinance, congregational housing overlay, and objective standards for mixed use and affordable housing. We will submit an Administrative Draft for City staff review and revise once based on a consolidated set of comments to prepare the Public Review/Hearing Draft. Decision-Maker Study Sessions (D&B). The Draft zoning amendments and objective standards will be presented to the Planning Commission at up to two (2) study sessions. The intent is to provide an opportunity for City officials to ask questions and become familiar with materials and for the consultant to receive input that can be used to refine revisions before the hearing process begins. For each study session, D&B will prepare a PowerPoint presentation and facilitate a discussion to elicit feedback on the options and recommendations, summarizing and documenting input received in a memo. • Deliverables: Outline of Zoning Amendments; Draft Zoning Amendments (admin/public review draft). • Meetings: Decision-Maker Study Sessions (2).

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TASK D ADOPTION AND FINALIZATION This task involves revising drafts of the zoning amendments and related objective standards for public hearings, supporting City staff with public hearings for adoption, and project finalization. Pursuant to Public Resources Code 21080.085.(a), zoning amendments that implement the schedule of actions contained in an approved housing element are exempt from CEQA. Therefore, this scope of work assumes that no environmental impact report, negative declaration, mitigated negative declaration, or addendum will be required for Project 2. Prepare Hearing Materials. D&B will prepare materials for the public review and adoption phase, including hearing drafts of the zoning amendments and related objective standards reflecting public input from prior phases, a PowerPoint presentation, and a memo to support the staff report. Public Hearings (D&B). Present the Public Review/Hearing Draft of the zoning amendments and related objective standards to the Planning Commission and City Council at up to three (3) public hearings. Final Zoning Amendments and Standards (D&B). Following adoption hearings, any revisions directed by the City Council at the hearing, including any Planning Commission recommendations, will be incorporated to finalize the zoning amendments and objective standards. • Deliverables: Memo to support staff report; presentation; final zoning amendments. • Meetings: Planning Commission hearing; City Council hearings (2) SCHEDULE The following is a preliminary schedule of key project deliverables and meetings. A detailed schedule will be prepared as part of Task A: • Kick Off Meeting Sep • Stakeholder Interviews 2Sep to 26-Sep • Memo on Turlock Standards and Guidelines 3-Oct • Site Suitability and Testing 7-Nov • Case Studies and Background Research 14-Nov • Outline of Zoning Amendments 9-Jan • Draft Zoning Amendments 20-Feb • Decision-Maker Study Sessions Apr • Public Hearings Jul to 14-Jul

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FEE The guaranteed maximum fee for the scope of work identified above in our proposal is $85,000. This fee will not be exceeded provided there are no changes in the Scope of Work. The worksheets on below show detailed hours and budget by task. Two tables are shown on the following page: one for hours and one for fees. Fees include all personnel costs and direct costs, including travel, and data gathering. This scope of work does not assume printed copies of documents will be provided. Table 1 - Hours by Task Table 2 - Budget by Task

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK

WHEREAS, pursuant to Health and Safety Code 50515 et. Seq, the Department of Housing and Community Development (HCD) issued a Notice of Funding Availability (NOFA) as part of the Regional Government Planning Support Grants Program (herein after referred to by the HCD as the Regional Early Action Planning Grants Program of 2021 or REAP 2.0; and

WHEREAS, pursuant to section 50515.08 of the Health and Safety Code, the Stanislaus Council of Governments (StanCOG), consisting of the cities of Ceres, Hughson, Modesto, Newman, Oakdale, Patterson, Riverbank, Turlock, Waterford, and Stanislaus County, through the Transformative Funding Suballocation Program, has been awarded $7,091,993 million REAP 2.0 grant funds; and

WHEREAS, StanCOG’s Transformative Suballocation Program will distribute $3.1 million in REAP 2.0 funds allocated to StanCOG by HCD; and

WHEREAS, the City of Turlock is to be suballocated $454,769 in REAP 2.0 Grant Funds.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby resolves as follows:

Section 1. the City Council approves the appropriation of $454,769 to Revenue Account Number 271-40-400-452.34168 “REAP Grant” to be funded from a suballocation from the 2021 Regional Early Action Planning Grant and to appropriate $454,769 to Expense Account Number 271-40-400-452.43055_000 “Consultant General” for the preparation of a master plan for unincorporated County islands and zoning amendments intended to increase the supply of housing and expand opportunities for homeownership implementing the policies and goals of the 6th Cycle Turlock Housing Element.

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RESOLUTION NO. 2025-IN THE MATTER OF APPROPRIATING
$454,769 TO REAP GRANT REVENUE

ACCOUNT TO BE FUNDED FROM A
SUBALLOCATION FROM THE 2021

REGIONAL EARLY ACTION PLANNING
GRANT AND APPROPRIATE $454,769 TO

REAP EXPENSE ACCOUNT CONSULTANT

GENERAL FOR THE PREPARATION OF A

MASTER PLAN FOR UNINCORPORATED

COUNTY ISLAND AREAS AND NECESSARY

ZONING AMENDMENTS TO FACILITATE

ADVANCING POLICIES AND IMPLEMENTING
PROGRAMS IDENTIFIED IN THE 6 TH CYCLE

TURLOCK HOUSING ELEMENT

Resolution No. 2025-

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 18th day of November, 2025, by the following vote:

AYES: ( )
NOES: ( )
NOT PARTICIPATING: ( )
ABSENT: ( )

ATTEST:

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

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK

WHEREAS, pursuant to Health and Safety Code 50515 et. Seq, the Department of Housing and Community Development (HCD) issued a Notice of Funding Availability (NOFA) as part of the Regional Government Planning Support Grants Program (herein after referred to by the HCD as the Regional Early Action Planning Grants Program of 2021 or REAP 2.0; and

WHEREAS, pursuant to section 50515.08 of the Health and Safety Code, the Stanislaus Council of Governments (StanCOG), consisting of the cities of Ceres, Hughson, Modesto, Newman, Oakdale, Patterson, Riverbank, Turlock, Waterford, and Stanislaus County, through the Transformative Funding Suballocation Program, has been awarded $7,091,993 million REAP 2.0 grant funds; and

WHEREAS, StanCOG’s Transformative Suballocation Program will distribute $3.1 million in REAP 2.0 funds allocated to StanCOG by HCD; and

WHEREAS, the City of Turlock is to be suballocated $454,769 in REAP 2.0 Grant Funds.

WHEREAS, the City Council of the City of Turlock desires to enter into a Memorandum of Understanding with StanCOG to receive a suballocation of $454,769 in REAP 2.0 grant funds to facilitate the preparation of a master plan for unincorporated County island areas and zoning amendments in support of the City of Turlock’s 6th Cycle Housing Element programs and policies; and

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby resolves as follows:

The City Council approves a memorandum of understanding, in a form approved by the City Attorney, between Stanislaus Council of Governments (StanCOG) and City of Turlock }
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RESOLUTION NO. 2025-IN THE MATTER OF APPROVING A

MEMORANDUM OF UNDERSTANDING (MOU),

IN A FORM APPROVED BY THE CITY

ATTORNEY, BETWEEN STANISLAUS

COUNCIL OF GOVERNMENTS (STANCOG)

AND THE CITY OF TURLOCK FOR
SUBALLOCATION OF 2021 REGIONAL EARLY
ACTION PLANNING GRANT (REAP 2.0)

PROGRAM FUNDS AND AUTHORIZING
RECEIPT OF REAP 2.0 GRANT FUNDS AND

AUTHORIZING THE INTERIM CITY MANAGER

TO ENTER INTO, EXECUTE AND DELIVER THE

MOU, AND ANY AND ALL NECESSARY

DOCUMENTS TO SECURE THE GRANT