Turlock City Council
March 24, 2026

Agenda Staff Report
3/24/2026

approval of an agreement with Ace-High Engineering of Brentwood, California, as the lowest responsive, responsible bidder with a bid amount of $295,746.00.

3. FISCAL IMPACT / BUDGET AMENDMENT:

No General Fund money will be used for this project.

The total estimated project costs are displayed below:

Staff has determined that a total of $378,520.00 is needed to complete the project. All project costs are expected to be expended in Fiscal Year 2025-26. The project account number is Fund 420 “Water Enterprise” account number 420-52-551.51394 for the preliminary engineering design phase. The project account number will be Fund 420 "Water Enterprise" account number 420-52-551.51126 for the construction phase. Sufficient funds are available for this project and no additional appropriation is needed at this time.

4. ENVIRONMENTAL DETERMINATION:

The project is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15302 (Replacement or Reconstruction) as the project involves replacement of existing facilities.

5. ALTERNATIVES:

A. Council could choose to reject the environmental determination. Staff does not recommend this alternative as an environmental determination is required to be made in accordance with CEQA and Section 15302 (Replacement or Reconstruction) is an appropriate exemption.

B. Council could choose to reject all bids submitted for this project. Staff does not recommend this alternative because funds are available and the improvements are necessary for the completion of utility valve replacement prior to the rehabilitation of pavement on Geer Road.

C. Council could approve the Agreement with Ace-High Engineering and authorize a different construction contingency amount than recommended by staff. Staff do not recommend this alternative because the proposed 10.0% contingency provides an

Agenda Staff Report
3/24/2026

appropriate balance between fiscal prudence and the need to address unforeseen field conditions without delaying the project.

6. ATTACHMENTS:

1. Draft Resolution

2. City Contract 2026-141 with Ace-High Engineering

3. Bidder's Summary

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BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK

IN THE MATTER OF DETERMINING THE RESOLUTION NO. 2026-

AWARD OF BID FOR THE CONSTRUCTION
OF CITY PROJECT NO. 25-063 “GEER ROAD
WATER VALVEs REPLACEMENT” IS EXEMPT

FROM THE PROVISIONS OF CEQA IN
ACCORDANCE WITH SECTION 15302
(REPLACEMENT OR RECONSTRUCTION)

OF THE CEQA GUIDELINES

WHEREAS, City Project No. 25-063 "Geer Road Water Valves Replacement" will replace existing gate valves identified by City staff as being partially or fully inoperable prior to the rehabilitation of the asphalt concrete road segments on Geer Road between Wayside Drive and Hedstrom Road which are part of the Roads Program construction projects; and

WHEREAS, the project is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15302 (Replacement or Reconstruction) as the project involves replacement of existing facilities.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby determine the award of bid for the construction of City Project No. 25-063 “Geer Road Water Valves Replacement” is exempt from the provisions of CEQA in accordance with Section 15302 (Replacement or Reconstruction) of the CEQA Guidelines.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 24th day of March, 2026, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT: ATTEST:

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

CITY CONTRACT NO. 2026-141 1
CITY PROJECT NO. 25-063
Rev. 01/2026

AGREEMENT

FOR PUBLIC IMPROVEMENT

City Project No. 25-063
Geer Road Water Valves Replacement

THIS PUBLIC IMPROVEMENT AGREEMENT (the “Agreement”) is entered into by and between the CITY OF TURLOCK, a California municipal corporation (“City”), and ACE HIGH ENGINEERING, INC., a California corporation (“Contractor”), on this 24th day of March 2026 (the “Effective Date”). City and Contractor 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 a duly qualified and licensed firm experienced in the construction of Geer Road Water Valve Replacement (the “Project”).

B. The Project involves the expenditure of funds in excess of $5,000 and constitutes a “public project” pursuant to Public Contract Code section 20161.

C. Contractor has made a proposal to City to provide constructio n services, a copy of which is attached and incorporated hereto as Exhibit A (the “Services”).

D. City has determined it is necessary and desirable to employ the services of Contractor to perform construction work on the Project.

E. City has taken appropriate proceedings to authorize construction of the Project and execution of this contract pursuant to Public Contract Code section 20160 et seq. ; specifically, on March 24, 2026, at a duly noticed meeting of the City Council of the City of Turlock , this contract for the construction of the improvements hereinafter described was awarded to Contractor as the lowest responsive and responsible bidder for said improvements.

CITY CONTRACT NO. 2026-141 2
CITY PROJECT NO. 25-063
Rev. 01/2026
NOW, THEREFORE, in consideration of t he promises and covenants set forth below, the Parties agree as follows:

AGREEMENT

1. Contract Documents: This Agreement , together with the following documents , are collectively referred to herein as the “Contract Documents”:

i. Notice to Contractors;
ii. Contractor’s Bid or Proposal accepted by City;
iii. Special Provisions of the City of Turlock for Geer Water Valves Replacement; iv. Plans and detailed drawings prepared for this Project and approved by City (“Project Plans”);
v. All bonds and insurance required in any of the Contract Documents; vi. Any and all supplemental agreements amending, decreasing, or extending the work contemplated or which may be required to complete the work in a substantial and acceptable manner; and
vii. The current edition of the City of Turlock Standard Specifications and Drawings.

All of the Contract Documents are intended to incorporate the terms of the others so that any work called for in one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents. The documents comprising the complete contract will her einafter be referred to as the “ Contract.” In case of any dispute regarding the terms of the Contract, the decision of the City Engineer shall be final.

2. Term. The Contract shall be effective as of the Effective Date first stated above. Contractor shall not commence work on the Project until it has been given notice by City (“Notice to Proceed”).

The Contract shall terminate one (1) year(s) after City accepts Contractor’s performance of the Services by recording a Notice of Completion with the County of Stanislaus Clerk Recorder (the “Term”), unless the Parties mutually agree in writing to terminate the Contract earlier or extend the Term in an agreed writing executed by both Parties.

3. Scope of Work.

(a) Services. Contractor shall perform the Services described in Exhibit A, subject to all terms and conditions in the Contract. Contractor shall not receive additional compensation for the performance of any Services not described therein.

(b) Modification. City, at any time, by written order, may make changes within the general scope of the work under th is Agreement or issue additional instructions, require additional work or direct deletion of work. Contractor shall not proceed with any change involving an increase or decrease in the Contract P rice, as defined in Section 4 of this Agreement, without prior written authorization from City. Contractor shall not be entitled to compensation for the performance of any such unauthorized work. Contractor further waives any and all right or remedy by way of restitution or quantum meruit for any and all extra or changed work performed without express and prior written authorization of City. Notwithstanding t he foregoing, Contractor shall promptly commence and diligently complete any change to the work subject to City's written authorization issued pursuant to this Section; Contractor shall not be relieved or excused from its prompt commencement of diligent

CITY CONTRACT NO. 2026-141 3
CITY PROJECT NO. 25-063
Rev. 01/2026
completion of any change subject to City's written authorization by virtue of the absence or inability of Contractor and City to agree upon the extent of any adjustment to the completion schedule or Contract Price on account of such change. The issuance of a change order pursuant to this Section 3 in connection with any change a uthorized by City shall not be deemed a condition precedent to Contractor's obligation to promptly commence and diligently complete an y such change authorized by City hereunder. City's right to make changes shall not invalidate the Contract nor relieve Contractor of any liability or other obligations under the Contract. Any requirement of notice of changes in the scope of work to Contractor’s surety shall be the responsibility of Contractor.

(c) Specific Materials & Performance of Work. Contractor shall furnish all tools, equipment, facilities, labor, and materials necessary to perform and complete , in good workmanlike manner, the work of general construction as called for and in the manner designated in, and in strict conformity with, the plans and specifications for said work entitled, “Special Provisions for “Geer Road Water Valves Replacement.” The equipment, apparatus, facilities, labor, and material shall be furnished, and said work performed and completed as required by the Contract under the direction and supervision, and subject to the approval, of the City Engineer or City Engineer’s designated agent.

(d) Exhibits. All “Exhibits” referred to below or attached hereto are, by this reference, incorporated into the Contract.

Exhibit Designation Exhibit Title

1. Exhibit A Contractor’s Proposal for Services

2. Exhibit B Payment by Force Account

3. Exhibit C Workers’ Compensation Insurance Certification

4. Exhibit D Performance Bond

5. Exhibit E Payment Bond

4. Contract Price. City shall pay, and Contractor shall accept in full payment for the work set forth above in Section 3 , Scope of Work, an amount not to exceed Two Hundred Ninety-Five Thousand Seven Hundred Forty-Six Dollars ($295,746.00) (the “Contract Price”). Said amount shall be paid pursuant to Section 8 of this Agreement . The Contract Price may only be changed by a contract change order. The value of any work covered by a contract change order for an adjustment in the Contract Price will be determined in the sole discretion of City as follows:

(a) If the work performed is on the basis of unit prices contained in the Contract Documents, the change order will be determined in accordance with the provisions in Section 4-1.05, “Changes and Extra Work”, of the Caltrans Standard Specifications, as applicable; or

(b) If the work performed is not included on the engineer’s estimate associated with a unit price, the change order will be by a mutually agreed lump sum; or

(c) If the change order is not determined as described above in either subdivision (a) or (b), the change order will be determined on the basis of force account in accordance with the provisions set forth in Exhibit B, “Payment by Force Account,” attached hereto and incorporated herein by reference.

5. Time for Performance. The time fixed for the commencement of work under the Contract is within ten (10) working days after the Notice to Proceed has been issued. The work on this project

CITY CONTRACT NO. 2026-141 4
CITY PROJECT NO. 25-063
Rev. 01/2026
shall be substantially completed on or before the expiration of Twenty-Two (22) working days (the “Substantial Completion Due Date”) beginning on the first day of work or no later than the tenth day after the Notice to Proceed has been issued. All work on this project, including all punch list items, shall be completed on or before the expiration of Forty-Four (44) working days (the “ Final Completion Due Date”) beginning on the first day of work or no later than the tenth day after the Notice to Proceed has been issued.

(a) Right of City to Increase Working Days: If Contractor fails to complete the Services by the Substantial and Final Completion Due Dates, the City Engineer shall have the right to increase the number of working days in the amount the City Engineer may determine will best serve the interests of City, and if the City Engineer desires to increase said number of working days, the City Engineer shall have the further right to charge Contractor and deduct from the final payment for the work the actual cost of engineering, inspection, superintendence, and other overhead expenses which are directly chargeable to Contractor, and which accrue during the period of such extension, except that the cost of the final service and preparation of the final estimates shall not be included in such charges. No extension of time for completion of Services under the Contract shall be considered unless requested by Contractor at least twenty (20) calendar days prior to the Substantial and Final Completion Due Dates, in writing, to the City Engineer.

The Substantial and Final Completion Due Dates may only be changed by a contract change order.

The value of any w ork covered by a contract change order for an adjustment in the Substantial and Final Completion Due Dates will be determined as follows:

i. Additional working days will be awarded where the amount of time is mutually agreed upon by Contractor and the City Engineer; or

ii. Additional working days will be awarded where Contractor is prevented from completing any part of the work identified on the critical path and:

1. where the delay is caused by acts of public enemy, fire, floods, tsunamis, earthquakes, epidemics, quarantine restrictions, strikes, labor disputes, shortage of materials and freight embargos, provided that Contractor shall notify Engineer in writing of the causes of delay within fifteen (15) days from the beginning of that delay; or

2. where the delay is caused by actions beyond the control of Contractor; or

3. where the delay is caused by actions or failure to act by the City Engineer.

Contractor shall not be entitled to an adjustment in the Substantial and Final Completion Due Dates for delays within the control of Contractor. Delays resulting from and within the control of a subcontractor or supplier of Contractor shall be deemed to be delays within the control of Contractor.

(b) Excusable Delays. Contractor shall not be in breach of the Contract 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, or explosions; natural disasters, such as floods, earthquakes, landslides, and fires; strikes, lockouts, and other labor disturbances; or other catastrophic events, which are beyond t he reasonable control of Contractor.

CITY CONTRACT NO. 2026-141 5
CITY PROJECT NO. 25-063
Rev. 01/2026
Force Majeure does not include Contractor’s financial inability to perform, Contractor’s failure to obtain any necessary permits or licenses from other governmental agencies, or Contractor’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 Contractor. If Contractor’s performance of the Services is delayed by an excusable delay, the Substantial and Final Completion Due Dates shall be extended for such reasonable time as determined by the City Engineer. Extensions in time must be requested by Contractor within fifteen (15) calendar days of the excusable delay in order to receive consideration.

(c) Emergency - Additional Time for Performance - Procurement of Materials. If, because of war or other declared national emergency, the federal or state government restricts, regulates, or controls the procurement and allocation of labor or materials, or both, and if solely because of said restriction s, regulations or controls, Contractor is, through no fault of Contractor, unable to perform the Services, or the work is thereby suspended or delayed, any of the following steps may be taken:

i. City may, pursuant to resolution of the City Council, grant Contractor additional time for the performance of the Contract, sufficient to compensate in time, for delay or suspension.

To qualify for such extension in time, Contractor within ten (10) days of Contractor's discovering such inability to perform, shall notify the City Engineer in writing thereof, and give specific reasons therefore; the City Engineer shall thereupon have sixty (60) days within which to procure such needed materials or labor as is specified in this agreement, or permit substitution, or provide for changes in the work in accordance with subdivision (b) of this Section.

Substituted materials, or changes in the work, or both, shall be ordered in writing by the City Engineer, and the concurrence of the City Council shall not be necessary. All reasonable expenses of such procurement incurred by the City Engineer shall be defrayed by the Contractor; or

ii. If such materials or labor cannot be procured through legitimate channels within sixty (60) days after the filing of the aforesaid notice, either Party may, upon thirty (30) days' written notice to the other, terminate this agreement. In such event, Contractor shall be compensated for all work executed upon a unit basis in proportion to the amount of the work completed, or upon a cost -plus-ten-percent (10%) basis, whichever is the lesser. Materials on the ground, in process of fabrication or in route upon the date of notice of termination specially ordered for the Project and which cannot be utilized by Contractor, shall be compensated for by City at cost, including freight, provided Contractor shall take all steps possible to minimize this obligation; or

iii. The City Council, by resolution, may suspend the Contract until the cause of inability to perform is removed for a period of not to exceed sixty (60) days.

If the Contract is not canceled, and the inability of Contractor to perform continues without fault on Contractor's part, beyond the time during which the Contract may have been suspended, as herein above provided, the City Council may further

CITY CONTRACT NO. 2026-141 6
CITY PROJECT NO. 25-063
Rev. 01/2026
suspend the Contract, or either Party hereto may, without incurring any liability, elect to declare the Contract terminated upon the ground of impossibility of performance. In the event City declares this agreement terminated, such declaration shall be authorized by the City Council by resolution, and Contractor shall be notified in writing thereof within five (5) days afte r the adoption of such resolution. Upon such termination, Contractor shall be entitled to proportionate compensation at the Contract Price for such portion of the Contract as may have been performed; or

iv. City may terminate the Contract , in which case Cont ractor shall be entitled to proportionate compensation at the agreed rate for such portion of the Contract as may have been performed. Such termination shall be authorized by resolution of the City Council. Notice thereof shall be forthwith given in writing to Contractor, and the Contract shall be terminated upon receipt by Contractor of such notice.

In the event of the termination provided in this sub -paragraph (iv), none of the covenants, conditions or provisions hereof shall apply to the Services not performed, and City shall be liable to Contractor for the proportionate compensation last herein mentioned.

(d) Delay Damages. In the event Contractor, for any reason, fails to perform the Services to the satisfaction of the City Engineer by the Substantial Completion Due Date, City may, in accordance with Section 7203 of the Public Contract Code, in lieu of any other of its rights authorized by Section 6 of this agreement, deduct from payments or credits d ue Contractor after such breach a sum equal to One Thousand Five Hundred and No/100ths Dollars ($1,500.00) for each calendar day beyond the Substantial Completion Due Date. Upon Substantial Completion of the work, and in the event Contractor, for any reason, fails to perform the Services to the satisfacti on of the City Engineer by the Final Completion Due Date, City may, in accordance with Section 7203 of the Public Contract Code, in lieu of any other of its rights authorized by Section 6 of this agreement, deduct from payments or credits d ue Contractor af ter such breach a sum equal to Eight Hundred and No/100ths Dollars ($800.00) for each calendar day beyond the Final Completion Due Date . This deduction shall not be considered a penalty but shall be considered as delay damages. The aforementioned rate of deduction is an amount agreed to by the Parties as reasonably representing additional construction engineering costs incurred by City if Contractor fails to complete the Services by the Substantial and Final Completion Due Dates. However, any deduction a ssessed as dela y damages shall not relieve Contractor from liability for any damages or costs resulting from delays to other contractors on the project or other projects caused by a failure of the assessed Contractor to complete the Services by the Substantial and Final Completion Due Dates. Due account shall be taken of any time extensions granted to Contractor by City. Permitting Contractor to continue work beyond the Substantial and Final Completion Due Dates shall not operate as a waiver on th e part of City of any of its rights under the C ontract nor shall it relieve Contractor from liability for any damages or costs resulting from delays to other contractors on the project or other projects caused by a failure of the assessed Contractor to complete the Services by the Substantial and Final Completion Due Dates.

6. Termination.

CITY CONTRACT NO. 2026-141 7
CITY PROJECT NO. 25-063
Rev. 01/2026
(a) Option of City t o Terminate Contract for Failure to Complete Services. If a Party should fail to perform any of its obligations hereunder within the time and in the manner herein provided, or otherwise violates any of the terms of the Contract (t he “Defaulting Party”), the other Party shall give notice to the Defaulting Party and allow the Defaulting Party ten (10) days to correct such deficiency. If the Defaulting Party does not correct such deficiency, the other Party may immediately terminate the Contract by giving written notice of such termination, stating the reason for such termination. In such event, Contractor shall be entitled to receive payment for all Services satisfactorily rendered until such termination, provided, however, there sha ll be deducted from such amount the amount of damage, if any, sustained by virtue of any breach of the Contract by Contractor, including Delay Damages. If payment under the Contract is based upon a lump sum in total or b y individual task, payment for Services satisfactorily rendered shall be an amount which bears the same ratio to the total fees specified in this Agreement as the Services satisfactorily rendered hereunder by Contractor to the total services otherwise required to be performed for such total fee, provided, however, that there shall be deducted from such amount the amount of damage, if any sustained by City by virtue of any breach of the Contract by Contractor. Upon termination, Contractor shall deliver copies of all Work Product , as defined in Section 19 of this Agreement, to City. If City terminates the Contract before Contractor commences any Services hereunder, City shall not be obligated to make any payment to Contractor.

(b) If Contractor should be adjudged bankrupt or if it s hould make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of its insolvency, or if it or any of its subcontractors should violate any of the provisions of the Contract, City may serve written notice upon it and its surety of its intention to terminate the Contract. Such notice shall contain the reasons for City’s intention to terminate the Contract, and unless such violations shall cease within five (5) calendar days after serving of such notice, the Contract shall cease and terminate upon the expiration of said five (5) calendar days. In the event of any such termination, City shall immediately serve written notice thereof upon the surety and Contractor, and the surety shall have the right to take over and perform the Contract; provided however, that, if the surety does not give City written notice of its intention to take over and perform the Contract or does not commence performance thereof within thirty (30) calendar days from the date of the servi ce of such notice, City may take over the work and prosecute the same to completion by contract or any other method it may deem advisable, for the account and at the expense of Contractor, and Contractor and its surety shall be jointly liable to City for any excess cost occasioned City thereby, and in such event City may, without liability for so doing, take possession of and utilize in completing the work, such materials, appliances, and other property belonging to Contractor as may be on the Project site and necessary thereof.

7. Liability for Breach: Neither Party waives the right to recover direct damages against the other for breach of the Contract, including any amount necessary to compensate City for all detriment proximately caused by Contractor's failure to perform its obligations hereunder or which in the ordinary course of things would be lik ely to result therefrom. City reserves the right to offset such damages against any payments owed to Contractor. City shall not, in any manner, be liable for special or consequential damages, including but not limited to Contractor's actual or projected lost profits had Contractor completed the Services required by the Contract. In the event of termination by either Party, copies of all finished or unfinished Work Product, as defined in Section 19 of this Agreement, shall become the property of City. Not withstanding the foregoing, 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 the Contract or the Services performed in connection with the Contract.

CITY CONTRACT NO. 2026-141 8
CITY PROJECT NO. 25-063
Rev. 01/2026

8. Compensation: City shall make payments to Contractor in accordance with the provisions of Section 9 of the City Standards in legally executed and regularly i ssued warrants of City, drawn on the appropriate fund or funds as required by law and order of the City Council thereof. Contractor shall be administered a progress payment approximately every thirty (30) calendar days from the time work begins according to the payment schedule furnished by the City Engineer at the time work begins. Contractor shall provide access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Contr actor’s charges to City under this Contract.

Monthly progress payments in the amount of 95 percent (95%) of the value of the work will be made to Contractor based on the Contractor’s estimate and the schedule of prices contained in the accepted bid. The remaining 5 percent (5%) will be retained by City as partial security for the fulfillment of the Contract except that at any time after 50 percent (50%) of the work has been completed, if the City Engineer finds that satisfactory progress is being made and the Project’s critical path of work are on schedule, City may discontinue any further retention. Such discontinuance will only be made upon the written request of Contractor. City may, at any time the City Engineer finds that satisfactory progress is not being made, again institute retention of 5 percent (5%) as specified above. Payment will be made as soon as possible after the preparation of the Contractor’s estimate. City shall pay the remaining 5 percent (5%) of the value of the Services completed under this Contract, if unencumbered by retentions for claims, not sooner than the expiration of thirty-five (35) calendar days from the date of recordation of the Notice of Completion, pursuant to Section 2 of this agreement, and not later than sixty (60) days from the “completion” of the Services as said term is defined in Public Contract Code section 7107(c).

No estimate or payment shall be made if, in the judgment of the City Engineer, the work is not proceeding in accordance with the provisions of th e Contract, or when, in his judgment, the total value of the work done since the last estimate amounts to less than $1,000. No progress payments will be made if the time allotted for the job is thirty (30) working days or less. Payment of any progress payment, or the acceptance thereof by Contractor, shall not constitute acceptance of the work performed under this Contractor, or any portion thereof, and shall in no way reduce the liability of Contractor to replace unsatisfactory work or materials, though the unsatisfactory character of such work or materials may not have been apparent or detected at the time such payment was made.

Additionally, as a precondition to City’s progress payments hereunder, Contractor shall provide to City, prior to payment, unconditional waivers and releases of stop notices pursuant to Civil Code section 8128 et seq. from each subcontractor and materials supplier. The form of said waivers and releases shall be as set forth in Civil Code section 3262(d)(2).

Pursuant to Public Contract Code section 22300 et seq., Contractor may request the right to substitute securities for any moneys withheld by City to ensure the performance required of Contractor under the Contract, or that City make payment of retentions earned directly in to an escrow account established at the expense of Contractor.

9. Disputes Pertaining to Payment f or Work: Should any dispute arise respecting the true value of any work performed , of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of the Contract, such dispute shall be decided by the City Engineer, and the decision of the latt er shall be

CITY CONTRACT NO. 2026-141 9
CITY PROJECT NO. 25-063
Rev. 01/2026
final and conclusive. The Parties agree to comply with the claims resolution procedures set forth in Public Contract Code section 9204 when applicable.

(a) Claims Processing. Any submission of a claim by Contractor must comply with the requirements of Public Contract Code section 9204. Upon receipt of a claim pursuant to this section, City shall conduct a reasonable review of the claim and, within a period not to exceed forty-five (45) days, shall provide Contractor a written statement identifyi ng what portion of the claim is disputed and what portion is undisputed. Upon receipt of a claim, the Parties may, by mutual agreement, extend the time period pro vided in this subdivision. Contractor shall furnish reasonable documentation to support the c laim. Any payment due on an undisputed portion of the claim shall be processed and made within sixty (60) days after City issues its written statement. If Contractor disputes City’s written response, or if City fails to respond to a claim issued pursuant to this section within the time prescr ibed, Contractor may demand in writing an informal conference to meet and confer for settlement of the issues in dispute.

(b) Meet-and-Confer Conference. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, City shall schedule a meet-and-confer conference within thirty (30) days for settlement of the dispute. Within ten (10) business days follo wing the conclusion of the meet -and-confer conference, if the claim or any portion of th e claim remains in dispute, City shall provide the claimant a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within sixty (60) days after the City issues its written statement.

(c) Nonbinding Mediation. Any disputed portion of the claim, as identified by Contractor in writing, shall be submitted to nonbinding mediation, with the Parties sharing the associated costs equally. The Parties shall mutually agree to a mediator within ten ( 10) business days after the disputed portion of the claim has been identified in writing. If the P arties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If mediation is unsuccessful, the parts of the claim remaining in dispute shall be subject judicial review pursuant to Section 23 of this Agreement.

Notwithstanding any claim, dispute , or other disagreement between the Parties regarding performance under the Contract , the scope of w ork hereunder, or any other matter arising out of or related to, in any manner, the Contract, Contractor shall proceed diligently with performance of the Services in accordance with City's written direction, pending any final determination or decision regarding any such claim, dispute, or disagreement.

10. Permits and Care of Work: Contractor shall, at Contractor's expense, obtain all necessary permits and licenses for the construction of each improvement, give all necessary notices and pay all fees and taxes required by law, except those City fees set forth in Section 1 of the Special Provisions.

Contractor has examined the Project site and is familiar with its topography and condition, location of property lines, easements, building lines, and other physical factors and limitations affecting the performance of the Contract. Contra ctor, at Contractor's expense, shall obtain any permission necessary for any operations conducted off the property owned or controlled by City. Contractor shall be responsible for the proper care and protection of all materials delivered and work performed until completion and final acceptance.

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CITY PROJECT NO. 25-063
Rev. 01/2026

11. Public Works and Payment of Prevailing Wage:

(a) Monitoring and Enforcement. In accordance with the provisions of Sections 1725.5, 1771.1, 1771.3, and 1771.4 of the Labor Code, all work performed under the Contract is subject to compliance monitoring and enforcement by the D epartment of Industrial Relations (“ DIR”). All work performed by Contractor or its subcontractors under the Contract is subject to the requirements of Labor Code section 1720 et seq. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code , provided the contractor is registered to perform public work pursuant to Section 1725.5 of the Labor Code at the time the contract is awarded.

Contractor and its subcontractors shall furnish the records sp ecified in Section 1776 of the Labor Code directly to the Labor Commissioner, at least monthly, in the format prescribed by the Labor Commissioner.

In accordance with the provisions of Section 1773.3 of the Labor Code, City shall provi de notice to DIR of the award of this Contract within thirty (30) working days of the award. The notice shall be transmitted electronically in a format specified by DIR and shall include the name of Contractor, any subcontractor listed on the successful bid, the bid and contract award dates, the contract amount, the estimated start and completion dates, Project location, and any additional information DIR specifies that aids in the administration and enforcement of Section 1720 et seq. of the Labor Code.

(b) Wages & Hours of Emp loyment: In the performance of the Services under the Contract, eight (8) hours shall be the maximum hours of labor on any calendar day, and the minimum wages of compensation of persons performing labor in the execution of this agreement shall be the current prevailing scale of wages determined by DIR for the community. Contractor shall forfeit as penalty Twenty-five and no/100ths Dollars ($25.00) to be paid to City for each workman employed in the execution of the Contract by Contractor or its subcontractor(s), for each calendar day during which any workman is required or permitted to labor more than eight (8) hours, in violation of provisions of Labor Code section 1810 et seq. Contractor shall post p revailing wage rates at the Project no later than the first day Contractor commences performance of the Services under the Contract.

12. Superintendence b y Contractor: Contractor shall give personal superintendence to the work on the Project or have a competent foreman or superintendent satisfactory to the City Engineer on the P roject at all times during construction and performance of work under the Contrac t, with authority to act for Contractor.

13. Inspection and Testing by City: Contractor shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work performed on the Project and to the shops wherein the work is in preparation. Contractor shall notify City with sufficient time in advance of the manufacture of production materials to be sup plied by Contractor under the Contract in order for City to arrange for mill or factory inspection and testing of same. Any materials shipped by Contractor from factory prior to having satisfactorily passed such testing and inspection by City's representative or prior to the receipt of notice from such representative that such testing and inspection will not be required shall not be incorporated on the Project. Contractor shall also furnish to City, in triplicate, certified copies of all factory and mill test reports upon request.

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14. Conformity with Law and Safety: Contractor 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 Build ing Code, the American 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 Contractor or its subcontractors must be in accordance with these laws, ordinances, codes , and regulations.

Contractor’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 co nnection with the performance of the Contract, Contractor shall immediately notify City's risk manager by telephone.

If any accident occurs in connection with the Contract, Contractor 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 Contractor’s subcontractor, if any; (c) name and address of Contractor’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 the Contract , Contractor shall immediately notify City. Contractor shall not store hazardous materials or hazardous waste within City limits without a proper permit from City.

15. Other Contracts: City may award other contracts for additional work on the Project , and Contractor shall fully cooperate with such other c ontractors and carefully fit Contractor's own work to that provided under other contracts as may be directed by the City Engineer. Contractor shall not commit or permit any act which will interfere with the performance of work by any other contractor.

16. Bonds: Concurrently with the execution hereof, Contractor shall furnish , on the forms provided herein as Exhibits D and E , respectively, corporate surety bonds to the benefit of City, issued by a surety company acceptable to City and authorized and admitted to do business in the state of California, as follows:

(a) Faithful Performance Bond. In an amount equal to at least one hundred percent (100%) of the Contract Price as security for the faithful performance of the Contract. The bond shall contain a provision that the surety thereon waives the provisions of Sections 2819 and 2845 of the Civil Code.

(b) Payment Bond. In an amount equal to at least one hundred percent (100%) of the Contract Price as security for the payment of all persons performing labor and furnishing materials in connection with th e Contract. The bond shall be in accordance with the provisions of Sections 3225, 3226, and 3247 through 3252, inclusive, of the Civil Code and Section 13020 of the Unemployment Insurance Code of California. Said bond shall also contain a provision that the surety thereon waives the provisions of Sections 2819 and 2845 of the Civil Code.

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The surety companies shall familiarize themselves with all provisions and conditions of the Contract.

It is understood and agreed that the surety or sureties waive the right of special notification of any modification or alterations, omissions or reductions, extra or additional work, extensions of time, or any other act or acts by City or its authorized agents under the terms of this Contract and failure to so notify the surety or sureties of such changes shall in no way relieve the surety or sureties of their obligations under the Contract.

17. Indemnification:

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

(b) Indemnity for other than Professional Liability . Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, defend, and hold harmless City and any and City’s Agents 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 the Contract by Con tractor or by any individual or agency for which Contractor is legally liable, including, but not limited to, officers, agents, employees, or subcontractors of Contractor.

18. Contractor's Insurance: Concurrently with the execution hereof, Contractor shall f urnish City with satisfactory proof of carriage of the insurance required under this s ection, and that Contractor shall give City at least thirty (30) days prior notice of the cancellation of any policy during the Term of this contract. Contractor shall not commence work under this Agreement until Contractor has obtained City’s approval regarding all insurance requirements, forms, endorsements, amounts, and carrier ratings, nor shall Contractor allow any subcontractor to commence work on a subcontract until all similar insurance required of the subcontractor shall have been so obtained and approved.

Contractor shall procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to propert y which may arise from or in connection with the performance of the Services hereunder by Contractor, its agents, representatives, employees or subcontractors. Failure to maintain or renew coverage or to provide evidence of renewal may constitute a materi al breach of the Contract . Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to City. The City of Turlock shall be named as a certificate holder.

(a) Commercial General Liability Insurance . Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than Two Million D ollars ($2,000,000.00) per occurrence, Four Million Dollars ($4,000,000.00) general a ggregate, and Two Million Dollars ($2,000,000 .00) products and

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completed operations for bodily injury, personal injury, and property damage, including , without limitation, blanket contractual liability and coverage for explosion, collapse , and underground property damage hazards. The general aggregate limit shall apply separately to this Project or the general aggregate shall be doubled. The 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 Contractor, 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 Contractor’s insurance (at least as broad as CG 20 10 for ongoing operations and CG 20 37 for products/completed operations for construction services). The City shall be named as a certificate holder on the Certificate of Insurance.

(2) For any claims related to the Project, Contractor’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 Contractor’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 the Contract, the insurer, broker/producer, or Contractor shall provide City with thirty (30) days’ prior written notice of such cancellation, non-renewal, or material change.

(4) Coverage shall not extend to any indemnity coverage for the 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.

(b) Workers’ Compensation Insurance . Contractor 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, One Million Dollars ($1,000,000.00) by disease- policy limit, and One Million Dollars ( $1,000,000.00) by disease-each employee. Contractor shall submit to City, along with the Certificate of Insurance a Waiver of Subrogation endorsement in favor of the City, its offices, agents, employees, and volunteers.

(c) Commercial Automobile Liability Insurance. Contractor shall maintain commercial automobile liability insurance using ISO Business Auto Coverage form CA 00 01, or the exact equivalent, with a limit of no less than Two Million Dollars ($2,000,000.00) 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 Contractor owns no vehicles, this requirement may be met through a non -owned auto coverage or an endorsement to the CGL policy.

(d) Builder’s Risk Insurance. [Intentionally Omitted]

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(e) Installation Floater (“Course of Construction”) Insurance. Contractor, shall provide an installation floater, covering the work performed under the Agreement, on a form at least as broad as Insurance Services Offices, Inc. (ISO) Causes of Loss - Special Form. The policy shall cover the labor, materials, and equipment, including materials and equipment in transit or away from the project site, to be installed. The coverage shall be written for an amount equal to the initial contract amount plus the value of any subsequent change orders. The Contractor shall be the named insured, and the City and subcontractors of any tier shall be named as insureds. The policy shall allow and be endorsed to include a waiver of subrogation in favor of the City, its officers, officials, employees, and agents.

(f) Contractors Pollution Insurance . [Intentionally Omitted] Pollution Coverage shall be maintained on a Contractors Pollution Liability form, or other form acceptable to City, providing coverage for liability arising out of sudden, accidental , and gradual pollution and remediation. The policy limit shall be no less than Two Million D ollars ($ 2,000,000.00) per claim. All activities contemplated in the Contract shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the Project site to the final disposal location, including non-owned disposal sites. The policy shall provide and be endorsed to include the City, its officials, officers, agents, employees, and volunteers as insureds.

(g) Professional Liability Insurance. [Intentionally Omitted]

(h) Umbrella or Excess Policy. Contractor 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 insurance policies maintained by the 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 Contractor’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 and City’s Agents; or (2) Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

(j) 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 City has provided prior approval.

(k) Verification of Coverage. Contractor shall furnish City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this Section 18 . All certificates and endorsements are to be received and approved by City before work commences. However, failure to obta in the required documents prior to the work beginning shall not waive Contractor’s obligation to provide them. City reserves the right, at any time, to require complete, certified copies of all required insurance policies and endorsements.

(l) Waiver of Subrogation. With the exception of professional liability, Contractor hereby agrees to waive subrogation which any insurer of Contractor may acquire from Contractor by virtue

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of the payment of any loss. The commercial general liability policy, automobile liab ility policy, and workers’ compensation policy shall be endorsed to contain a waiver of subrogation in favor of City for all work performed by Contractor, its agents, employees, independent contractors and subcontractors. Contractor shall provide written proof of waiver of subrogation in the Certificate of Insurance. Additionally, Contractor agrees to obtain any available endorsements that may be necessary to effectuate this waiver of subrogation.

(m) Subcontractors. Contractor shall ensure all subcontracto rs furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

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 author ship created by contractor or its subcontractors or subcontractors in connection with Services performed under the Contract (“ Work Product”) shall be works for hire as defined under Title 17 of the United States Code, and all copyrights in such works are t he property of City. In the event that it is ever determined that any Work Product created by Contractor or its subcontractors or subcontractors under the Contract are not works for hire under U.S. law, Contractor hereby assigns all copyrights to such Work Product to City. With the prior written approval of the City Engineer, Contractor may retain and use copies of such Work Product for reference and as documentation of its experience and capabilities.

All Work Product shall become the property of City i rrespective of where located or stored and Contractor agrees to deliver all such documents and information to City, without charge and in whatever form it exists, upon the Final Completion Date, as may be extended. Contractor shall have no ownership interest in such Work Product.

All Work Product of Contractor under the Contract, 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 specific in Exhibit A.

When the Contract is terminated, Contractor agrees to return to City all documents, drawings, photographs, and other written or graphic material, however produced, that i t received from City or City’s Agents, in connection with the performance of its Services under the Contract. All materials shall be returned in the same condition as received.

20. Taxes: Payment of any taxes, including California sales and use taxes, levie d upon the Contract, the transaction, or the Services or goods delivered pursuant hereto, shall be the obligation of Contractor. Contractor shall cooperate with City to the full extent possible to maximize the local allocation of California sales and use tax to City. Such cooperation shall include, but not be limited to:
(a) Use Tax Direct Payment Permits. Contractor shall apply for, obtain, and utilize, to the maximum extent reasonable, a California Use Tax Direct Payment Permit.

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(b) Purchases of $500,000 or M ore. Contractor shall require vendors and suppliers located outside California from whom Contractor makes purchase s of $500,000 or more to allocate the use tax to City.

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

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

Contractor shall have no authority, express or implied, pursuant to the Contract to bind City to any obligation whatsoever.

23. Arbitration of Disputes: All claims, disputes, and other matters in question between City and Contractor arising out of, or relating to, this Contract or the breach thereof, including claims of Contractor for extra compensation of Serv ices related to the project, shall be decided by arbitration before a single arbitrator in accordance with the provisions of Sections 1281 through 1284.2 of the 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 the Contract. 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 the Contract, matters involving defects in the Services performed by Contractor or its subcontractors, 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 competent 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 cl aim, dispute, or other matter in question would be barred by the applicable statute of limitations.

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

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

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

(a) Promptly upon the filing of the arbitration, each Party shall be required to set forth in writing and to serve upon each other Party a detailed statement of its contentions of fact and law.

(b) All Parties to the arbitration shall be entitled to the discovery procedures provided under 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.

All administrative remedies required under Section 9 of this Agreement or pursuant to Public Contract Code section 9204, or required by any other law, shall be exhausted prior to commencement of any arbitration under this Section 23.

24. Provisions Cumulative: The provisions of the Contract are cumulative, and in addition to and not in limitation of, any other rights or remedies available to City.

25. Notices: All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Any Party hereto may at an y 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: William D. Morris, City Engineer
156 S. Broadway, Suite 150
Turlock, California 95380-5461

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 Contractor: Ace High Engineering
Manuel Ortega
26970 Marsh Creek Rd.

Brentwood, California 94513

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If to Contractor’s Sureties: _____________________
_____________________
_____________________
_____________________

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

Janine Lee
City of Turlock Engineering Division
156 S. Broadway, Suite 150
Turlock, California 95380-5461
Telephone: (209) 668-635
E-mail: [email protected]

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

28. Antitrust Claims: Contractor or its subcontractors offer and agree to assign to City all rights, title, and interest to any causes of action under Section Four of the Clayton Act and the Cartwright Act concerning antitrust claims.

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

30. No Conflict of Interest: Contractor represents that no conflict of interest will be created under state or federal law by entering into or in carrying out the Contract.

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

32. Modification. No alteration, amendment, modification, or termination of the Contract shall be valid unless made in writing and executed by all Parties to the Contract.

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

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

35. 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, person, states, or firms and that all former requirements necessary or required by state or federal law in order to enter into the Contract 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.

36. Governing Law: The Contract shall be governed and construed in accordance with the laws of the state of California.

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

38. Execution and Counterparts: This Agreement may be executed simultaneously and, in several counterparts, each of which shall be deemed an original but 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.

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

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

41. Attorney’s Fees and Costs: Except as expressly provided for in Section 23 of this Agreement, if any action at law or in equity, including action for declaratory relief, is brought to enforce or interpret the provisions of the Contract, the prevailing Party shall be entitled to reasonable

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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.

42. 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 the Contract.

43. 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 Section 1 through 43 of this Agreement, Sections 1 through 43 shall prevail.

[Signatures on Following Page]

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IN WITNESS WHEREOF, two identical counterparts of this agreement, consisting of a total of ___ pages, each of which counterparts shall for all purposes be deemed an original of said agreement, have been duly executed by the parties hereinabove named, on the day and year first herein above written.

CONTRACTOR CITY OF TURLOCK, a municipal corporation

By: ____________________________ By: _____________________________ Gary R. Hampton, Interim City Manager
_______________________________
Print Name Date: ____________________________

Address:_________________________
_______________________________ APPROVED AS TO SUFFICIENCY:
_______________________________
Phone: __________________________ By: _____________________________ William D. Morris, RCE, PLS, City Engineer
Date: ___________________________
By: _____________________________
Christopher Fisher , Municipal Services
Director

Federal Tax ID or Social Security No:

APPROVED AS TO FORM:
_______________________________
By: _____________________________
George A. Petrulakis, City Attorney
DIR Registration Number:

_______________________________ ATTEST:

Affix Contractor’s Seal Here By: _____________________________ Nichole Fiez, City Clerk

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EXHIBIT A
CONTRACTOR’S PROPOSAL FOR SERVICES

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EXHIBIT B

PAYMENT BY FORCE ACCOUNT

For work paid by force account, the City Engineer compares City’s records to Contractor’s daily force account work report. When the City Engineer and Contractor agree on the contents of the daily force account work reports, the City Engineer accepts the report and City pays for the work. If the records differ, City pays for the work based only on the information shown on City’s records. If a subcontractor performs work at force account, work paid at force account will be accepted at an additional 2 percent (2%) markup to the total cost of that work, including markups, as reimbursement for additional administrative costs. The markups specified in labor, materials, and equipment includes compensation for all delay costs, overhead costs, and profit. If an item's unit price is adjusted for work-character changes, City excludes Contractor’s cost of determining the adjustment. Payment for owner-operated labor and equipment is made at the market-priced invoice submitted.

A. Labor. Labor pa yment is full compensation for the cost of labor used in the direct performance of the work plus a fifteen percent (15%) markup, as set forth below, and consistent with California Labor Code section 1770 et seq. Force account labor payment consists of:

1. Employer payment to the worker for:

1.1 Basic hourly wage

1.2 Health and welfare

1.3 Pension

1.4 Vacation

1.5 Training

1.6 Other State and federal recognized fringe benefit payments

2. Labor surcharge percentage in Labor Surcharge and Equipment Rental Rates current during the work paid at force account for:

2.1 Workers' compensation insurance

2.2 Social security

2.3 Medicare

2.4 Federal unemployment insurance

2.5 State unemployment insurance

2.6 State training taxes

3. Subsistence and travel allowances paid to the workers

4. Employer payment to supervisors, if authorized

The fifteen percent (15%) markup consists of payment for all overhead costs related to labor but not designated as costs of labor used in the direct performance of the work including:

(a) Home office overhead
(b) Field office overhead
(c) Bond costs

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(d) Profit
(e) Labor liability insurance
(f) Other fixed or administrative costs that are not costs of labor used in the direct performance of the work

B. Materials. Material payment is full compensation for materials the Contractor furnishes and uses in the work. The City Engineer determines the cost based on the material purchase price, including delivery charges, except:

1. A fifteen percent (15%) markup is added;

2. Supplier discounts are subtracted whether the Contractor takes them or not;

3. If the City Engineer believes the material purchase prices are excessive, City pays the lowest current wholesale price for a similar material quantity;

4. If Contractor procured the materials from a source Contractor wholly or partially own, the determined cost is based on the lower of the:

4.1 Price paid by the purchaser for similar materials from that source on Contract items; and

4.2 Current wholesale price for those materials;

5 If Contractor does not submit a material cost record within thirty (30) days of billing, the determined cost is based on the lowest wholesale price:

5.1 During that period

5.2 In the quantities used

C. Equipment Rental. Equipment rental payment is full compensation for:

1. Rental equipment costs, including moving rental equipment to and from the change order work site using its own power.

2. Transport equipment costs for rental equipment that cannot be transported economically using its own power. No payment is made during transport for the transported equipment.

3. Fifteen percent (15%) percent markup.

If Contractor wants to return the equipment to a location other than its original location, the payment to move the equipment must not exceed the cost of returning the equipment to its original location.

If Contractor uses the equipment for work other than work paid by force account, the transportation cost is included in the other work.

Before moving or loading the equipment, Contractor must obtain authorization for the equipment rental's original location.

CITY CONTRACT NO. 2026-141 32
CITY PROJECT NO. 25-063
Rev. 01/2026

The City Engineer determines rental costs:

1. Using rates in Labor Surcharge and Equipment Rental Rates:

1.1. By classifying equipment using manufacturer's ratings and manufacturer - approved changes.

1.2. Current during the work paid by force account.

1.3. Regardless of equipment ownership but City uses the rental document rates or minimum rental cost terms if:

1.3.1. Rented from equipment business Contractor does not own.

1.3.2. The Labor Surcharge and Equipment Rental Rates hourly rate is $10.00 per hour or less.

2. Using rates established by the City Engineer for equipment not listed in Labor Surcharge and Equipment Rental Rates. Contractor may submit cost information that helps the City Engineer establish the rental rate but City uses the rental document rates or minimum rental cost terms if:

2.1. Rented from equipment business Contractor does not own.

2.2. The City Engineer establishes a rate of $10.00 per hour or less.

3. Using rates for transport equipment not exceeding the hourly rates charged by established haulers.

Equipment rental rates include the cost of:

1. Fuel 7. Repairs and maintenance

2. Oil 8. Depreciation

3. Lubrication 9. Storage

4. Supplies 10. Insurance

5. Small tools that are not consumed by use 11. Incidentals

6. Necessary attachments

City pays for small tools consumed by use. The City Engineer determines payment for small tools consumed by use based on Contractor-submitted invoices.

The City Engineer may authorize rates in excess of those in the Labor Surcharge and Equipment Rental Rates if:

1. Contractor submits a request to use rented equipment

2. Equipment is not available from Contractor’s no rmal sources or from one of Contractor’s subcontractors

3. Rented equipment is from an independent rental company

4. Proposed equipment rental rate is reasonable

5. The City Engineer authorizes the equipment source and the rental rate before Contractor uses the equipment

CITY CONTRACT NO. 2026-141 33
CITY PROJECT NO. 25-063
Rev. 01/2026
D. Equipment on the Job Site . For equipment on the job site at the time required to perform work paid by force account, the time paid is the time:

1. To move the equipment to the location of work paid by force account plus an equal amount of time to move the equipment to another location on the job site when the work paid by force account is completed

2. To load and unload equipment

3. Equipment is operated to perform work paid by force account and:

3.1. Hourly rates are paid in 1/2-hour increments

3.2. Daily rates are paid in 1/2-day increments

E. Equipment Not o n the Job Site Required for Original -Contract Work. For equipment not on the job site at the time required to perform work paid by force account and required for original- Contract work, the time paid is the time the equipment is operated to perform work paid by force account and the time to move the equipment to a location on the job site when the work paid by force account is completed.

The minimum total time paid is:

1. 1 day if daily rates are paid

2. 8 hours if hourly rates are paid

If daily rates are recorded, equipment:

1. Idled is paid as 1/2 day

2. Operated four (4) hours or less is paid as 1/2 day

3. Operated four (4) hours or more is paid as one (1) day

If the minimum total time exceeds eight (8) hours and if hourly rates are listed, City rounds up hours operated to the nearest 1/2-hour increment and pays based on the hours shown in the following table.

The table does not apply when equipment is not operated due to breakdowns, in which case rental hours are the hours the equipment was operated.

Equipment Rental Hours
Hours
operated
Hours
paid

0.0 4.00

0.5 4.25

1.0 4.50

1.5 4.75

2.0 5.00

2.5 5.25

3.0 5.50

3.5 5.75

4.0 6.00

CITY CONTRACT NO. 2026-141 34
CITY PROJECT NO. 25-063
Rev. 01/2026

4.5 6.25

5.0 6.50

5.5 6.75

6.0 7.00

6.5 7.25

7.0 7.5

7.5 7.75
≥8.0 hours
used

F. Equipment Not o n the Job Site Not Required for Original -Contract Work . For equipment not on the job site at the time required to perform work paid by force account and not required for original-Contract work, the time paid is the time:

1. To move the equipment to the location of work paid by force account plus an equal amount of time to return the equipment to its source when the work paid by force account is completed

2. To load and unload equipment

3. Equipment is operated to perform work paid by force account

G. Non-Owner-Operated Dump Truck Rental. Contractor shall submit the rental rate for non- owner-operated dump truck rental to City . The City Engineer shall determine the payment rate.

Payment for non-owner-operated dump truck rental is for the cost of renting a dump truck, including its driver. For the purpose o f markup payment only, the non -owner-operated dump truck is rental equipment and the owner is a subcontractor.

The above markups shall constitute full compensation for all home office overhead, field office overhead, bond costs, profit, labor liability insurance, and other fixed or administrative costs that are not costs specifically designated as cost or equipment rental as stated above. The total payment made as provided above shall be deemed to be the actual cost of the work and shall constitute full compensation therefor.

When extra work to be paid for on a force account basis is performed by a subcontractor, an additional markup of 2 percent (2%) will be added to the total cost of that extra work including all markups specified in this Section. The additional 2 percent (2%) markup shall reimburse Contractor for additional administrative costs, and no other additional payment will be made by reason of performance of the extra work by a subcontractor.

CITY CONTRACT NO. 2026-141 35
CITY PROJECT NO. 25-063
Rev. 01/2026

EXHIBIT C
WORKERS’ COMPENSATION INSURANCE CERTIFICATION

Pursuant to Section 18(b) of the Agreement, Contractor certifies as follows:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

Signed: Date:

(Typed or Printed Name)

Business Address (Street Address, City, State & Zip Code):

Business Phone: ( )

CITY CONTRACT NO. 2026-141 36
CITY PROJECT NO. 25-063
Rev. 01/2026

EXHIBIT D

PERFORMANCE BOND

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the City of Turlock, State of California, has awarded to Ace High Engineering, hereinafter designated as the “ Principal,” a contract for Project No. 25-063, “Geer Road Water Valves Replacement”; and,

WHEREAS, said Principal is required under the terms of said contract to furnish a bond for the faithful performance of said contract.

NOW, THEREFORE, we the Principal, and as Surety, are held and firmly bound unto the City of Turlock in the penal sum of _____________________________________ ($_____________), lawful money of the United States for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, or assigns jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that if the above bounden Principal, or Principal’s heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants , conditions, and agreements in said contract and any alteration thereof made as therein provided, on the Principal’s part, to be kept and performed at the time and in the manner therein specified and in all respects according to their true intent and meaning; and shall defend, indemnify and save harmless the City of Turlock, its officers and agents as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and virtue.

And the Surety, for value received hereby stipulates and agrees that, in accordance with the Plans, Standard Specifications, Special Provisions, and other contract documents, no change, extension of time, alteration, or addition to the terms of the contract, or to the work to be performed hereunder, or to the specifications accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration of additions to the terms of the Contract to the work, or to the specifications.

The City of Turlock reserves the right to refuse use of any Contractor assigned by any surety to complete the work.

[Signatures on Following Page]

CITY CONTRACT NO. 2026-141 37
CITY PROJECT NO. 25-063
Rev. 01/2026
IN WITNESS WHEREOF, the above-bound parties have executed this instrument under their seals this __________ day of _______________, 20__ , the name and corporate seals of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.

(Corporate Seal) Principal

By

Title

(Attach Notarial Acknowledgment)

(Corporate Seal) Surety

Address

Phone No.: ( ) Fax No.: ( )

By
Attorneys-in-Fact

Title

(Attach Notarial Acknowledgment)

NOTE TO SURETY COMPANY : There must be submitted a certified copy of unrevoked resolution of authority for the attorneys-in-fact.

(Seal) Witness

Approved as to form:

Risk Manager

CITY CONTRACT NO. 2026-141 38
CITY PROJECT NO. 25-063
Rev. 01/2026

EXHIBIT E

PAYMENT BOND

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the City of Turlock, a municipal corporation, has awarded to Ace High Engineering, hereinafter designated as the “Principal”, a contract for Project No. 25-063, “Geer Road Water Valves Replacement”; and

WHEREAS, said Principal is required to furnish a bond in connection with said contract, to secure payment of claims of laborers, mechanics, or materialmen employed on work under said contract, as provided by law.

NOW, THEREFORE, we the undersigned Principal and Surety are held and firmly bound unto the City of Turlock in the sum of ____________________________________________ ($_________), said sum being equal to the estimated amount payable by said City of Turlock under the terms of the contract, for which payment well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, or assigns jointly and severally, firmly by these presents.

THE CONDITIONS OF THIS OBLIGATION ARE SUCH that if said Principal, or Principal’s heirs, executors, administrators, successors, or assigns, or subcontractors shall fail to pay for any material, provisions, provender, or other supplies, implements, or machinery used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld, and paid over to the Franchis e Tax Board from these wages of employees of the Contractor and Contractor’s subcontractors pursuant to the Revenue and Taxation Code, with respect to such work and labor, the Surety or Sureties hereon will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. In case suit is brought upon this bond, said Surety will pay a reasonable attorney’s fee to be fixed by the court.

This bond shall inure to the benefit of any and all persons, compa nies, and corporations entitled to file claims under Section 3138 of the Civil Code of the State of California so as to give a right of action to them or their assigns in any suit brought upon this bond.

Said Surety, for value received, hereby stipulates and agrees that, in accordance with the Plans, Standard Specifications, Special Provisions, and other Contract Documents, no change, extension of time, alteration or addition to the terms of the contract, or to the work to be performed there under, or to the specifications accompanying the same, shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the contract, or to the work, or to the specifications.

[Signatures on Following Page]

CITY CONTRACT NO. 2026-141 39
CITY PROJECT NO. 25-063
Rev. 01/2026
IN WITNESS WHEREOF, the above-bound parties have executed this instrument under their seals this ___________ day of ________________, 20__ , the name and corporate seals of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.

(Corporate Seal) Principal

By

Title

(Attach Notarial Acknowledgment)

(Corporate Seal) Surety

Address

Phone No.: ( ) Fax No.: ( )

By
Attorneys-in-Fact

Title

(Attach Notarial Acknowledgment)

NOTE TO SURETY COMPANY : There must be submitted a certified copy of unrevoked resolution of authority for the attorneys-in-fact.

(Seal) Witness

Approved as to form:

Risk Manager

CITY OF TURLOCK BIDDER'S SUMMARY
PROJECT TITLE: Gear Road Water Valves Replacement
CITY PROJECT NUMBER: 25-063
BID OPENING: March 9, 2026 at 10:00 AM
ANTICIPATED COUNCIL AWARD DATE: March 24, 2026
Item Unit of Estimated
No. Item Description Measure Quantity Unit Price Total Unit Price Total Unit Price Total Unit Price Total 1 Mobilization and Demobilization LS 1 20,000.00 $ 20,000.00 $ 13,964.00 $ 13,964.00 $ 5,000.00 $ 5,000.00 $ 20,020.00 $ 20,020.00 $ 2 Construction Project Sign EA 1 5,000.00 $ 5,000.00 $ 589.00 $ 589.00 $ 1,800.00 $ 1,800.00 $ 9,880.00 $ 9,880.00 $ 3 Traffic Control System LS 1 50,000.00 $ 50,000.00 $ 7,951.00 $ 7,951.00 $ 5,000.00 $ 5,000.00 $ 38,220.00 $ 38,220.00 $ 4 Pothole Existing Utilities LS 1 15,000.00 $ 15,000.00 $ 11,908.00 $ 11,908.00 $ 15,000.00 $ 15,000.00 $ 12,740.00 $ 12,740.00 $ 5 Remove Existing Improvements LS 1 10,000.00 $ 10,000.00 $ 26,959.00 $ 26,959.00 $ 5,000.00 $ 5,000.00 $ 19,630.00 $ 19,630.00 $ 6 Earthwork and Grading LS 1 10,000.00 $ 10,000.00 $ 27,138.00 $ 27,138.00 $ 3,000.00 $ 3,000.00 $ 33,410.00 $ 33,410.00 $ 7 Replace Existing 4-in Gate Valve EA 1 4,000.00 $ 4,000.00 $ 6,594.00 $ 6,594.00 $ 4,000.00 $ 4,000.00 $ 7,410.00 $ 7,410.00 $ 8 Replace Existing 6-in Gate Valve EA 2 6,000.00 $ 12,000.00 $ 10,087.00 $ 20,174.00 $ 8,600.00 $ 17,200.00 $ 4,550.00 $ 9,100.00 $ 9 Replace Existing 8-in Gate Valve EA 8 8,000.00 $ 64,000.00 $ 7,777.00 $ 62,216.00 $ 10,600.00 $ 84,800.00 $ 6,184.29 $ 49,474.32 $
10 Replace Existing 10-in Gate Valve EA 9 10,000.00 $ 90,000.00 $ 9,453.00 $ 85,077.00 $ 13,600.00 $ 122,400.00 $ 7,150.00 $ 64,350.00 $ 11 Adjust Frames and Covers to Grade EA 20 1,000.00 $ 20,000.00 $ 714.00 $ 14,280.00 $ 1,000.00 $ 20,000.00 $ 1,628.42 $ 32,568.40 $ 12 Allowance for Unknown Utilities LS 1 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 13 Allowance for Replacement of Asbestos Cement Pipe LS 1 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 14 Furnish 4-in Gate Valve EA 1 1,500.00 $ 1,500.00 $ 1,416.00 $ 1,416.00 $ 3,800.00 $ 3,800.00 $ 2,340.00 $ 2,340.00 $ 15 Furnish 10-in Gate Valve EA 1 3,500.00 $ 3,500.00 $ 3,185.00 $ 3,185.00 $ 10,000.00 $ 10,000.00 $ 3,900.00 $ 3,900.00 $ 16 Furnish 12-in Butterfly Valve EA 1 5,000.00 $ 5,000.00 $ 4,295.00 $ 4,295.00 $ 12,000.00 $ 12,000.00 $ 7,800.00 $ 7,800.00 $ 21 3
319,000.00 $
Base Bid ENGINEER'S EST. Ace-High Engineering
Brentwood, CA
Rolfe Construction, Inc
Atwater, CA
Mid Cal Pipeline & Utilities
Merced, CA
Base Bid Total = 320,000.00 $ 295,746.00 $ 320,842.72 $

CITY OF TURLOCK BIDDER'S SUMMARY
PROJECT TITLE: Gear Road Water Valves Replacement
CITY PROJECT NUMBER: 25-063
BID OPENING: March 9, 2026 at 10:00 AM
ANTICIPATED COUNCIL AWARD DATE: March 24, 2026
Item Unit of Estimated
No. Item Description Measure Quantity
1 Mobilization and Demobilization LS 1
2 Construction Project Sign EA 1
3 Traffic Control System LS 1
4 Pothole Existing Utilities LS 1
5 Remove Existing Improvements LS 1
6 Earthwork and Grading LS 1
7 Replace Existing 4-in Gate Valve EA 1
8 Replace Existing 6-in Gate Valve EA 2
9 Replace Existing 8-in Gate Valve EA 8
10 Replace Existing 10-in Gate Valve EA 9
11 Adjust Frames and Covers to Grade EA 20
12 Allowance for Unknown Utilities LS 1
13 Allowance for Replacement of Asbestos Cement Pipe LS 1 14 Furnish 4-in Gate Valve EA 1
15 Furnish 10-in Gate Valve EA 1
16 Furnish 12-in Butterfly Valve EA 1
Base Bid
Base Bid Total =
Unit Price Total Unit Price Total Unit Price Total
11,953.00 $ 11,953.00 $ 12,000.00 $ 12,000.00 $ 51,973.00 $ 51,973.00 $ 1,500.00 $ 1,500.00 $ 1,600.00 $ 1,600.00 $ 2,500.00 $ 2,500.00 $ 26,000.00 $ 26,000.00 $ 31,560.00 $ 31,560.00 $ 34,290.00 $ 34,290.00 $ 10,000.00 $ 10,000.00 $ 13,400.00 $ 13,400.00 $ 11,522.00 $ 11,522.00 $ 25,000.00 $ 25,000.00 $ 22,690.00 $ 22,690.00 $ 2,000.00 $ 2,000.00 $ 25,000.00 $ 25,000.00 $ 37,193.00 $ 37,193.00 $ 2,000.00 $ 2,000.00 $ 11,511.00 $ 11,511.00 $ 9,880.00 $ 9,880.00 $ 9,500.00 $ 9,500.00 $ 13,250.00 $ 26,500.00 $ 10,245.00 $ 20,490.00 $ 11,500.00 $ 23,000.00 $ 9,000.00 $ 72,000.00 $ 9,405.00 $ 75,240.00 $ 13,500.00 $ 108,000.00 $ 10,296.00 $ 92,664.00 $ 10,840.00 $ 97,560.00 $ 15,500.00 $ 139,500.00 $ 1,400.00 $ 28,000.00 $ 1,200.00 $ 24,000.00 $ 1,150.00 $ 23,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 900.00 $ 900.00 $ 789.00 $ 789.00 $ 800.00 $ 800.00 $ 3,000.00 $ 3,000.00 $ 2,559.00 $ 2,559.00 $ 2,400.00 $ 2,400.00 $ 4,500.00 $ 4,500.00 $ 3,577.00 $ 3,577.00 $ 3,250.00 $ 3,250.00 $ 348,528.00 $ 362,538.00 $ 423,735.00 $ 4 5 6
Platinum General Engineering
Modesto, CA
Lawrence Backhoe Services
Atwater, CA
United Pavement Maintenance
Hughson, CA

City Council Staff Report
March 24, 2026

From: Christopher Fisher, Municipal Services Director
Prepared by: Wayne York, Transit Manager
Agendized by: Gary Hampton, Interim City Manager

1. ACTION RECOMMENDED:

Motion: Approving Amendment No. 1 to an Agreement (City Contract No. 2025-177) with Swiftly, Inc. (San Francisco, CA) to extend access to its transit data platform for two (2) additional years in the amount of $62,942.07 to be funded by Fund 426 "Transit"

2. NARRATIVE:

On March 12, 2019, the City of Turlock approved a three (3) year agreement with Swiftly, Inc. (Swiftly) in an amount not to exceed $99,800 for both Automatic Vehicle Location (AVL) hardware and digital access to its Software-as-a-Service (SaaS) data platform. This enabled the City to provide real-time arrival predictions to transit riders, real-time vehicle location data to transit operations staff, as well as analytics for transit administrative personnel to assist in verifying contract compliance and performance improvements. Since Swiftly integrates with other transit-data providers, including Transit, Google, and Apple, this data is available for trip planning across all major platforms and has been received well by transit users.

In March 2022, a new three (3) year agreement between the City and Swiftly for continued services in the amount of $94,227.52 was executed by the City Manager, utilizing procurement authority delegated to him. This agreement was supported with a sole source determination given the unique set of services provided by Swiftly.

In March 2025, Swiftly provided pricing for a one (1) year base term and two (2) option years.

The City elected to execute an agreement with a one (1) year term. The rationale at the time was to avoid a longer-term agreement given the transit-related Intelligent Transportation Systems (ITS) project in development, which could eventually overlap in services. However, due to unanticipated delays with the ITS project, City staff is recommending the City exercise the two (2) remaining option years previously quoted to maintain existing services until the ITS project can be awarded and fully implemented. This recommendation continues to be supported by a sole source determination.

If approved, services with Swiftly would continue on April 1, 2026, with no interruptions, and would continue through March 31, 2028. The cost for the first (base) year of service was $29,241.38. The cost for the second and third years would be $30,703.45 and $32,238.62 respectively, for an overall increase of $62,942.07, and an overall not-to-exceed amount of $92,183.45 across all three years.

3. FISCAL IMPACT / BUDGET AMENDMENT:

The fiscal impact of the proposed action will be $62,942.07, which will be funded by Fund 426 "Transit", account number 426-40-415-241-001.44010_015 "Computer_Software Subscriptions."

Agenda Staff Report
3/24/2026

Sufficient funding has been budgeted for FY 2025-2026 for expenses occurring in this FY.

Sufficient funding will be budgeted in subsequent fiscal years for expenses occurring in those fiscal years.

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. ALTERNATIVES:

A. Council could choose to not approve the Amendment. Staff does not recommend this as it may impact real-time passenger information, operational analytics, and performance monitoring capabilities currently utilized by Transit staff.

B. Council could approve a one-year extension instead of exercising both option years. Staff does not recommend this option as the likelihood for the need of the second year is high and processing another amendment would increase staff costs. There is also a possibility of prices being higher if the Amendment was for one (1) year only.

6. ATTACHMENTS:

1. City Contract No. 2025-177 Amendment 1 for Swiftly, Inc.

CITY CONTRACT NO. 1, Amendment No. 1 2025-177
04/09/2025

AMENDMENT NO. 1
to the
Agreement between the

CITY OF TURLOCK
and
SWIFTLY, INC.

THIS AMENDMENT NO. 1, dated March 24, 2026, is entered into by and between the CITY OF TURLOCK, a California municipal corporation (hereinafter "CUSTOMER" or “CITY”) and SWIFTLY, INC., (hereinafter "SERVICE PROVIDER” or “SWIFTLY”).

WHEREAS, the parties hereto previously entered into an Agreement dated April 1, 2025, whereby SERVICE PROVIDER will allow access to the Swiftly Software as a Service (SaaS) platform (hereinafter the “Agreement”); and

WHEREAS, the Agreement, together with its addendum, established an initial term commencing April 1, 2025 and ending March 31, 2026, and further provided pricing for up to two (2) additional one-year renewal periods set forth in the Swiftly Order Form; and

WHEREAS, during the initial term of the Agreement, the CITY has made use of the Swiftly software-as-a-service platform and desires to continue receiving such services in order to support ongoing transit operations, performance monitoring, and data analysis needs; and

WHEREAS, the CITY now desir es to exercise both available renewal periods contemplated by the Agreement, extend the term of the Agreement through March 31, 2028, and authorize the corresponding compensation for the extended term in accordance with the Swiftly Order Form, all subject to the CITY’s availability of funds.

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

1. Section 3 of the Addendum is amended to read as follows:

“The term of this Agreement shall be three (3) years, effective on April 1, 2025 and terminating on March 31, 2028 subject to City’s availability of funds.”

2. Compensation. CITY agrees to pay SERVICE PROVIDER additional compensation in the amount of Sixty-Two Thousand Nine Hundred Forty -Two and 07/100ths Dollars ($62,942.07) in accordance with the Swiftly Order Form for years two (2) and three (3) collectively. The compensation for completion of all items of work, as set forth in the Agreement and this Amendment No. 1 shall not exceed Ninety-Two Thousand One Hundred Eighty -Three

CITY CONTRACT NO. 1, Amendment No. 1 2025-177
04/09/2025
and 45/100ths Dollars ($92,183.45). Such maximum amount shall be compensation for a ll of SERVICE PROVIDER 's expenses incurred in the performance of th e Agreement and this Amendment No. 1.

3. Execution and Counterparts . This Amendment may be executed simultaneously, and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. The Parties agree that this Amendment and any other documents to be de livered 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.

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

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

CITY OF TURLOCK, a California municipal SWIFTLY, INC.
corporation

By: _______________________________ By: ______________________________ Gary R. Hampton, Interim City Manager
Title: _____________________________
Date: _____________________________
Print name: ________________________
APPROVED AS TO SUFFICIENCY:

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

APPROVED AS TO FORM:

By: _______________________________
George A. Petrulakis, City Attorney

ATTEST:

By: _______________________________
Nichole Fiez, City Clerk
CFO
Robert Gaffney
03/11/2026

Exhibit A

City Council Staff Report
March 24, 2026

From: Christopher Fisher, Municipal Services Director
Prepared by: Elizabeth Hardwick, Staff Services Analyst Agendized by: Gary Hampton, Interim City Manager

1. ACTION RECOMMENDED:

Motion: Approving an agreement (City Contract 2026-075) with KONE Inc., in a form approved by the City Attorney, for elevator maintenance and repair services for a five-year term in an amount not to exceed $300,000, expensed to Fund 110 (General)

2. NARRATIVE:

The City of Turlock operates elevators at multiple municipal facilities that require routine maintenance, inspections, testing, and on-call repair services to ensure safe and reliable operation in compliance with applicable state and federal codes. Ongoing maintenance reduces service disruptions, mitigates safety risks, and extends the useful life of City assets.

The proposed agreement is between the City of Turlock and KONE Inc. for elevator maintenance and repair services. The agreement establishes an initial five-year term beginning March 24, 2026, and ending March 24, 2031, with an option for the City to extend the agreement for one additional five-year term under the same terms and conditions.

Under the agreement, KONE Inc. will provide comprehensive maintenance services for covered elevators, including routine maintenance visits, repair or replacement of covered components, response to service requests, and performance of required annual and five- year testing as applicable. Services are provided in accordance with the scope of work and pricing outlined in Exhibit A and through the OMNIA cooperative purchasing program.

Approval of this agreement will ensure continued elevator maintenance services without interruption and support the safe operation of City facilities.

3. FISCAL IMPACT / BUDGET AMENDMENT:

The cost will be expensed from Fund 110 (General Fund) and allocated between the following accounts: 90% to Account No. 110-20-200.43125_004 (Police – Special Operations, Maintenance – Elevator/Inspection) and 10% to Account No. 110-30- 300.43125_004 (Fire – Operations, Maintenance – Elevator/Inspection).

The agreement establishes a total not-to-exceed amount of $300,000, which includes some contingency for any necessary repairs. There is adequate funding available in the applicable operating accounts in Fiscal Year 2025-2026, and no additional funds are necessary or requested to be appropriated at this time.

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

Agenda Staff Report
3/24/2026

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. ALTERNATIVES:

A. Council could choose not to approve the Agreement. This action is not recommended as elevator maintenance services are needed and KONE has been awarded a competitive contract for providing them to government agencies.

B. Provide staff direction on how to proceed.

6. ATTACHMENTS:

1. City Contract 2026-075 with KONE Inc.

CITY CONTRACT NO. 2026-075 1

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SERVICE PROVIDER (PREVAILING WAGE) AGREEMENT BETWEEN THE CITY

OF TURLOCK
and
KONE INC.
for

ELEVATOR MAINTENANCE AND REPAIR SERVICES

City Contract No. 2026-075

THIS SERVICE PROVIDER AGREEMENT (the “Agreement”) is entered into by and between the CITY OF TURLOCK, a California municipal corporation (“City”), and KONE INC., a Delaware corporation (“Service Provider”), on thi s 24 th day of March 2026 (the “Effective Date”). City and Service Provider may be collective ly 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 Service Provider services to assist City with Elevator Maintenance and Repair Services (the “Project”).

B. Service Provider has made a proposal to City to pro vide such Service Provider services. A description of the services Service Pro vider 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 Service Provider to perform the Services, subject to the terms and conditions set forth in this Agreement and in accordance with the OMNIA 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 Service Provider for its performance of the Services under this Agreement (“Compensation Schedule”), which shall be included in the Scope of Services in Exhibit A .

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

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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 52 of this Agreement, Sections 1 through 52 shall prevail.

2. Term . The term of this Agreement shall be five (5) years and will commence on the Effective Date and terminate on the 24 th day of March, 2031 (“Term”) unless the Parties mut ually 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 five (5) year term, on the same terms and conditions, upon i ssuing an “Election to Extend Agreement” letter executed by the City Manager and Service Provider t hirty (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, Service Provider 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 mod ified Services (“Modification” or “Modifications”). Service Provid er shall not receive additional compensation for any Modification of the Services unless the Par ties 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 Servic e Provider’s Services, the Parties shall enter into a written amendment to this Agreement to adjust the Services and the compensation to be paid to Service Provider and, if necessary, amend the Completion Schedule or Compensation Schedule.

The Services, Completion Schedule, or Compensation Schedule shall not be revised unless City and Service Provider mutually agree to a written am endment to this Agreement reflecting such revisions, additional compensation, time for perfor mance or such other terms or conditions mutually agreed upon by the Parties.

5.3. Service Provider Requested Modification in Ser vices . Service Provider shall not be compensated for work outside the Services descri bed in this Agreement, unless, prior to the commencement of the Services:

(a)
Service Provider provides City with written notice that specific work requested by City or required to complete the Proje ct 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 Service Provider’s proposed course of act ion for completing the work and a specific request for City to approve the Modification to the Services; (3) set forth the Service Provider’s

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proposed revisions, if any, to the Completion Sched ule; and (4) set forth the Service Provider’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 Compl etion Schedule and Compensation Schedule.

Notwithstanding anything contained to the contrary within this Agreement, Service Provider’s work shall not include any abatement or disturbance of asbestos containing material (ACM), presumed asbestos containing materials (PACM) or ot her hazardous materials (i.e. lead, PCBs) (collectively “HazMat”). Service Provider shall hav e the right to discontinue its work in any location where suspected HazMat is encountered or disturbed. Any HazMat removal or abatement, or delays caused by such, required in order for Ser vice Provider to perform its work shall be the City’s sole responsibility and expense.

5.4 Obsolescence.
(a) Component may become obsolete during the term o f this Agreement.

Obsolete components are not covered under this Agre ement. Service Provider will provide City with a separate quotation for the price to replace obsolete components. Equipment modifications necessary to accommodate replacement of obsolete components are at the City's expense. (b) Components include without limitation any part, component, assembly, product, or firmware or software module. A componen t is obsolete when it can no longer be economically produced due to the cessation of consi stent sources for materials, a loss or termination of a manufacturing process occurs, prod uct reliability analysis shows that it is not economically feasible to continue to produce the co mponent, escalation of component costs beyond acceptable industry expectations drive alter native equipment upgrades, the support of product safety programs or conformance to codes or standards mandates that use of a component be discontinued in its entirety, the OEM designates the component as obsolete, or such component has been installed 20 or more years. No exception t o the above will be made for a component designated as obsolete because it can be custom made or acquired at any price. KONE will not be required to furnish reconditioned or used component s. After the component that replaces the obsolete component is installed, that component is covered under this Agreement unless it becomes obsolete.

6. Compensation .

6.1. Amount, Time and Manner of Payment for Service Provider Services . City shall pay Service Provider according to the rates a nd timing set forth in the Compensation Schedule. On each anniversary date of the Effective Date, Service Provider 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 Service Provider’s published prices, whichever i s lower. In all cases, City may cancel this Agreement if a requested price increase is not acce ptable. City’s total compensation to Service

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Provider shall not exceed Three Hundred Thousand an d No/100ths Dollars ($300,000.00) (“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 Service Provider within thirty (30) calendar days of receiving such invoice. In the event that an amount of an invoice is in dispute, City shall inform Service Provider 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 . Service Provider shall provide City with monthly invoices sufficiently evidencing Service Provider’s expenses and completion of the Services. All invoices furnished to City by Service Provider shall be in a form approved by City. The payments specified shall be the only payments made to Service Provider for performance of the Services, including compensation for any Modification. Service Provider shall submit all billings for Services to City within forty- five (45) days of the performance of such Services. City shall issue payment according to City’s customary procedures and practices for issuing payments to independent contractors.

7. Notice to Proceed . Service Provider shall not commence the performance of the Services until it has been given notice by City (“Notice to Proceed”).

8. Time of Performance . Service Provider warrants that it will commence p erformance of the Services within ten (10) calendar day(s) 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 Service Provider . [Intentionally Omitted]

10. Time and Personnel Devoted to Services . Service Provider 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 Subcontracti ng . Services under this Agreement shall be performed only by competent pers onnel under the supervision and direct employment of Service Provider. Service Provider wi ll conform with City’s reasonable requests regarding assignment of personnel, but all personne l, including those assigned at City’s request, shall be supervised by Service Provider. Service Pr ovider is prohibited from subcontracting this Agreement or any part of it unless such subcontract ing 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.

11.1. Payment of Prevailing Wage:
(a) Monitoring and Enforcement. In accordance with the provisions of Sections 1725. 5, 1771.1, 1771.3, and 1771.4 of the Labor Code, some work performed under the Contract is subject to compliance monitoring and enforcement by the Dep artment of Industrial Relations (“DIR”).

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Some work performed by Service Provider or its subc ontractors under the Contract is subject to the requirements of Labor Code section 1720 et seq. It is not a violation of this section for an unregistered contractor to submit a bid that is aut horized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pur suant to Section 1725.5 of the Labor Code at the time the contract is awarded. Service Provider and its subcontractors shall furnish the records specified in Section 1776 of the Labor Code directly to the Labor Commissioner, at least monthly, in the format prescribed by the Labor Commissioner.

In accordance with the provisions of Section 1773.3 of the Labor Code, City shall provide notice to DIR of the award of this Contract within thirty (30) working days of the award. The notice shall be transmitted electronically in a format specified by DIR and shall include the name of Service Provider, any subcontractor listed on the successfu l bid, the bid and contract award dates, the contract amount, the estimated start and completion dates, Project location, and any additional information DIR specifies that aids in the administration and enforcement of Section 1720 et seq. of the Labor Code.

(b) Wages & Hours of Employment : In the performance of the Services under the Contract, eight (8) hours shall be the maximum hours of labor on any calendar day, and the minimum wages of compensation of persons performing labor in the execution of this agreement shall be the current prevailing scale of wages determined by DIR for the community. Service Provider shall forfeit as penalty Twenty-five and no/100ths Dollars ($25.00) to be paid to City for each workman employed in the execution of the Contract by Service Provider or its subcontractor(s), for each calendar day during which any workman is required or permitted to labor more than eight (8) hours, in violation of provisions of Labor Code section 1810 et seq. Service Provider shall post prevailing wage rates at the Project no later than the first day Service Provider commences performance of the Services under the Contract.

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

12.1. Qualifications . Service Provider represents that it is qualified to perform the Services provided in Exhibit A and that it possesses the necessary licenses and p ermits required to perform the Services or will obtain such license s or permits prior to the time such licenses or permits are required. Service Provider shall also e nsure that all subcontractors are similarly licensed and qualified. Service Provider and all subcontractors shall also obtain a business license from City before they commence performance of the S ervices. Service Provider represents and warrants to City that Service Provider shall, at Se rvice Provider'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 Service Provider to practice Service Provider's profession at the time the Services are rendered.

12.2. Service Provider Performance . Service Provider represents that all Services under this Agreement shall be performed in a profes sional manner and shall conform to the customs and standards of practice observed on simil ar, successfully completed projects by

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providers of the Services to be provided. Service P rovider shall adhere to accepted Service Provider standards as set forth by relevant Service Provider associations and shall perform all Services required under this Agreement in a manner consistent with generally accepted Service Provider customs, procedures and standards for such Services. Service Provider agrees that, if a Service is not so performed, in addition to all of its obligations under this Agreement and at law, Service Provider shall re-perform or replace unsati sfactory 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 Service Provider, or any inspection, rev iew, approval or oral statement by any representative of City, or state certification shal l not, in any way, waive, limit, or replace any certification or approval procedures normally requi red or lessen the liability of Service Provider to re-perform or replace unsatisfactory Service, in cluding, 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 eq uity or at law, which City or Service Provider 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 . Service Provider 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 . Service Provider shall observe and comply with al l applicable laws, ordinances, codesand regulations o f 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 Regul ations, 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 regulati ons, appropriate trade association safety standards, and appropriate equipment manufacturer i nstructions. 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, ordinan ces, codes, or regulations applicable to the performance of the Services hereunder shall constit ute 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.

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

14. Confidentiality . Service Provider understands and agrees that, in the performance of Services under this Agreement or in the contemplation thereof, Service Provider 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”).

Service Provider 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 Service Provider written authorization to make any such disclosure, Service Provider shall do so only within the limits and to the extent of that authorization. Ser vice Provider may be directed or advised by the City Attorney on various matters relating to the pe rformance of the Services on the Project or on other matters pertaining to the Project and, in such event, Service Provider 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, Service Provider may disclose Confidential Information required to be disclosed under law, provided that, prior to disclosure, Service Provider 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 exc eption is limited to the extent disclosure is required under law.

15. Excusable Delays; Notice to Other Party of Delay . Service Provider shall not be in breach of this Agreement in the event that performa nce of Services is temporarily interrupted or discontinued due to a “Force Majeure” event which i s defined as: riots, wars, sabotage, civil disturbances, insurrections, explosion, natural dis asters such as floods, earthquakes, landslides, fires, strikes, lockouts and other labor disturbances or other catastrophic events, which are beyond the reasonable control of Service Provider. Force Majeure does not include: (a) Service Provider’s financial inability to perform; (b) Service Provide r’s failure to obtain any necessary permits or licenses from other governmental agencies; or (c) S ervice Provider’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 Service Provider.

16. Assignment Prohibited . No Party to this Agreement may assign any right o r obligation pursuant to this Agreement. Any attempt or purporte d assignment of any right or obligation pursuant to this Agreement shall be void and of no effect.

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

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days, for reasons other than the fault of the Servi ce Provider, the Service Provider shall be compensated for Services performed prior to notice of such suspension. When the Project is resumed, the Service Provider's compensation shall be equitably adjusted by City to provide for expenses incurred by the interruption of the Services. In this regard, Service Provider shall furnish to City such financial information that, in the jud gment of the City Manager, is necessary to determine the reasonable value of the Services rend ered by Service Provider during the period when Services were suspended.

If the Parties are unable to agree upon the amount of extra compensation which is due to Service Provider within thirty (30) days of Service Provider resuming Services, the amount of such additional compensation, if any, that is required to appropriately compensate the Service Provider for its expenses incurred by the interruption of Se rvices may, upon the request of either Party, be determined by arbitration conducted in accordance w ith the “Arbitration of Disputes” section of this Agreement. Such arbitration shall be commenced by the Service Provider no later than sixty (60) calendar days following the event which entitl es 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.

18. Ownership of Work Product . Any and all work, artwork, copy, posters, billboa rds, photographs, videotapes, audiotapes, systems design s, software, reports, designs, specifications, drawings, diagrams, surveys, source codes, Service Provider or technical information or data, photographs, notes, letters, emails or any original works of authorship created by Service Provider or its subcontractors or subcontractors in connecti on with Services performed under this Agreement (“Products”) shall be works for hire as d efined 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 Service Provider or its subcontractors, or subcontractors under this Agreement, are not works for hire under U.S. law, Service Provider hereby assigns all copyrights to such Products to City. With the prior written approval of City's point of contact for the Project, Service Provider 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 irre spective of where located or stored, and Service Provider agrees to deliver all such documents and information to City, without charge and in whatever form it exists, on the completion of the Service Provider's Services hereunder. Service Provider shall have no ownership interest in such Products.

All work product of Service Provider under this Agr eement, 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, Service Provider 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.

Nothing contained in the Agreement, Contract Docume nts or the referenced project plans and specifications, shall (i) require Service Provi der to disclose any trade secrets or proprietary information, or (ii) supersede the rights of Servic e Provider to full protection of all copyrights, patents or proprietary items or information furnish ed in connection with Service Provider's provision of materials and labor with respect to the Project. The proprietary rights to any drawings, technical documentation or other intellectual prope rty, shall remain solely with Service Provider.

Any software supplied with City’s equipment is licensed to City or its successors, but only for use with, and for the operation of, the equipment. Use of such software for any other purpose is prohibited. Service Provider shall not provide any information such as Service Provider’s internal manuals, manufacturing drawings or source codes.

19. Termination of Work by City for Its Convenience . City shall have the right to terminate this Agreement at any time for its convenience by g iving the Service Provider at least thirty (30) days notice of such termination to Service Provider . In the event City shall give such notice of termination, Service Provider shall cease rendering Services upon receipt of said notice given as required in this Agreement. If City terminates this Agreement:

(a) Service Provider 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 Service Provider or before Service Provi der commences any Services hereunder, whichever last occurs, City shall not be obligated to make any payment to Service Provider. If City terminates this Agreement after City has issued the Notice to Proceed to Service Provider and after Service Provider has commenced performance under th is Agreement, City shall pay Service Provider the reasonable value of the Services rende red by Service Provider pursuant to this Agreement prior to termination of this Agreement. C ity shall not in any manner be liable for Service Provider's actual or projected lost profits had Service Provider completed the Services.

Service Provider shall furnish to City such financi al information that, in the judgment of the City Manager, is necessary to determine the reasonable v alue of the Services rendered by Service Provider prior to termination. In the event of a di spute as to the reasonable value of the Services rendered by Service Provider prior to termination a nd the Parties are unable to agree upon said amount within sixty (60) calendar days following th e 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 eve nt shall City be liable for costs incurred by or on behalf of Service Provider after the date of the notice of termination.

20. Assurance of Performance . If, at any time, City believes Service Provider m ay not be adequately performing its obligations under this Ag reement or may fail to complete the Services as required by this Agreement, City may submit a wr itten request to Service Provider for written assurances of performance and a plan to correct obs erved deficiencies in Service Provider's

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performance. Failure to provide written assurances subsequent to such written request, constitutes grounds to declare a breach under this Agreement.

21. Cancellation for Breach by Either Party . Should either Party fail to substantially perform its obligations in accordance with the provisions of this Agreement and not cure such failure within 30 days of written notice, the other Party shall th ereupon have the right to cancel the Agreement by giving an additional 10 days written notice and specifying the effective date of such cancellation.

Neither Party waives the right to recover damages a gainst the other for breach of this Agreement, including any amount necessary to compen sate City for all detriment proximately caused by Service Provider'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 Service Provider.

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

22. Non-Discrimination . In its performance of the Services, Service Provi der shall adhere to City’s EEO Policy which states, “The City is commit ted 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 wit hout 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 appl icable federal or state statutes, the City’s ordinances, resolutions, rules or regulations.”

In addition, all agreements with sub-contractors wi ll include language as required by the Office of Federal Contract Compliance Programs (OFC CP) that requires sub-contractors to maintain equal employment opportunity policies, and, as necessary, affirmative action policies.

23. Arbitration of Disputes . All claims, disputes, and other matters in question between City and Service Provider arising out of or relating to this Agreement or the breach thereof, including claims of Service Provider for extra compensation f or 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 Service Provider, rights to payment, and whether the necessary procedures for arbitration have been followed. The award rende red by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

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Notice of the demand for arbitration shall be filed in writing with the other Party. The demand for arbitration shall be made within a reaso nable time after the claim, dispute, or other matter in question has arisen, and in no event shal l 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 wit hin 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 fiftee n (15) calendar day period, and do not agree in writing to extend said period for a fixed period, t hen either Party may seek to have the arbitrator appointed by the Superior Court of Stanislaus County in accordance with the Arbitration Laws.

If any proceeding is brought to contest the right t o 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 P arty shall be required to set forth in writing and to serve upon each other P arty 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 Par ties 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.

24. Insurance Coverage . During the Term, the Service Provider shall maint ain in full force and effect policies of insurance set forth herein, which shall be placed with insurers with a current A M Best’s rating of no less than A-:VII or Standard and Poor or Moody’s with equivalent rating and will provide City with written proof of said in surance. Service Provider shall maintain coverage as follows:

24.1 Commercial General Liability . Service Provider 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 ($2,000,000.00) 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 t his Project or the general aggregate shall be

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doubled. The completed operations coverage would only be provided for as long as KONE remains the Service Provider.

24.2 Workers’ Compensation Insurance and Employer's Liability . Service Provider shall maintain Workers’ Compensation Insurance (Sta tutory Limits) and Employer’s Liability Insurance with limits of at least One Million Dolla rs ($1,000,000.00) each accident or disease.

Service Provider shall submit to City, along with t he Certificate of Insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

24.3 Professional Liability . [INTENTIONALLY OMITTED]

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

24.5 Umbrella or Excess Policy . Service Provider may use Umbrella or Excess Poli cies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umb rella or Excess Policies shall provide all of the insurance coverages herein required. The Umbre lla or Excess policies shall be provided on a true “following form” or broader coverage basis, wi th coverage at least as broad as provided on the underlying policies of insurance. No insurance policies maintained by the 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 Service Provider’s primary and excess liability policies are exhausted.

24.6 Waiver of Subrogation . With the exception of professional liability, Ser vice Provider hereby agrees to waive subrogation which a ny insurer of Service Provider may acquire from Service Provider by virtue of the payment of a ny 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 wo rk performed by Service Provider, its agents, employees, independent contractors and subcontracto rs. Service Provider shall provide written proof of waiver of subrogation in the Certificate o f Insurance. Additionally, Service Provider agrees to obtain any available endorsements that ma y be necessary to effectuate this waiver of subrogation.

25. Additional Insurance Requirements. Within five (5) days of the Effective Date, Service Provider shall provide City with certificates of insurance and amendatory endorsements for all of the policies required under this Agreement (“Certif icates and Endorsements”). Such Certificates and Endorsements shall be kept current for the Term of the Agreement and Service Provider shall be responsible for providing updated copies. With t he 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 materi ally reduced in coverage without at least thirty

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(30) days’ prior written notice to City of such cancellation, expiration, or reduction and each policy shall be endorsed to state such. If carrier will no t provide the required notice of cancellation, the Service Provider shall provide written notice to th e City no longer than ten (10) business days before cancellation.; (b) name City, and City’s Age nts as additional insureds with respect to liability arising out of Services, work or operations performed by or on behalf of Service Provider and shall be endorsed to state such; (c) name City of Turlock as a certificate holder; (d) cover products and completed operations of Service Provider, premises owned, occupied, or used by the Service Provider, or automobiles owned, leased, or hired or borrowed by the Service Provider; contain no special limitations on the scope of protection afforded to City; (d) allow and be endorsed primary with respect to any insurance or self-insur ance programs covering City or City’s Agents and any insurance or self-insurance maintained by C ity or City’s Agents shall be in excess of Service Provider’s insurance and shall not contribu te to it; (e) contain standard separation of insured provisions; and (f) that any failure to co mply with reporting or other provisions of the policy including breaches of warranties shall not affect the coverage provided to City.

26. Indemnifications.

26.1 Indemnification for Professional Liability
. When the law establishes a professional
standard of care for any portion of the Services p rovided under this Agreement, to the fullest extent permitted by law. Service Provider shall def end 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 limi tation, injury to or death of an employee of Service Provider 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 Service Provider, or any direct or indirect subcontractor, employee, contractor, repre sentative or agent of Service Provider, or anyone that Service Provider controls (collectively “Liabilities”). Such obligations to defend, hold harmless, and indemnify City and City’s Agents shal l not apply to the extent that such Liabilities are caused in whole by the sole negligence, active negligence, or willful misconduct of City or City’s Agents, but shall apply to all other Liabilities. With respect to third party claims against the Service Provider, the Service Provider waives any and all rights of any type of express or implied indemnity against City and City’s Agents.

26.2 Indemnification for Other Than Professional Li ability. Other than in the performance of professional services and to the full extent permitted by law, Service Provider shall indemnify, defend, and hold harmless City and any a nd all of its elective and appointive boards, officers, officials, agents, employees or volunteer s from and against any liability (including liability for claims, suits, actions, arbitration p roceedings, 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 Service Provid er or by any individual or agency for which Service Provider is legally liable, including, but not limited to, officers, agents, employees, or subcontractors of Service Provider. Notwithstanding any provisions contained in the Agreement to the contrary, Service Provider’s obligation to p rovide indemnification to City and indemnified parties (if any) shall apply if caused by the negli gence or breach of contract by Service Provider (or its subordinates) and not caused by others. Ser vice Provider's insurance company will not be

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required to defend or indemnify City and indemnifie d parties (if any) based on unfounded allegations that lack evidence of actual negligence or wrongdoing by the Service Provider (or its subordinates).

27. Liability of Parties . Notwithstanding any other provision of this Agree ment, in no event shall either party be liable to the other party, 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 conne ction with this Agreement or the Services performed in connection with this Agreement.

28. Independent Contractor . At all times during the Term, Service Provider shall be deemed to be an independent contractor and shall be wholly responsible for the manner in which Service Provider performs the Services required under this Agreement. Service Provider 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 Service Provider. City shall have the right to control Service Provider only insofar as the result of Service Provider’s Services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Service Provider accomplishes Services rendered pursuant to this Agreement.

29. Service Provider Not Agent . Except as City may specify in writing, Service Provider shall have no authority, express or implied, to act on be half of City in any capacity whatsoever as an agent. Service Provider shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

30. Payment of Taxes and Other Expenses . Payment of any taxes, including California sales and use taxes, levied upon this Agreement, the tran saction, or the Services or goods delivered pursuant hereto, shall be the obligation of Service Provider.

31. Notices . All notices shall be in writing and delivered in pe rson 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 addr ess in substitution of the address to which such notice or communication shall be given. Such notice s or communications shall be given to the Parties at their addresses set forth below.

If to City:

City of Turlock
Attn: Christopher Fisher
156 S. Broadway, Suite 150
Turlock, California 95380

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

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If to Service Provider: KONE Inc.

Attn: Legal Department
3333 Warrenville Road, Ste 700
Lisle, IL 60532

32. City Contract Administrator. City’s contract administrator and contact person fo r this Agreement is:

Mike Murphy
Parks, Streets and Public Facilities Maintenance Superintendent 144 S. Broadway
Turlock, California 95380
Telephone: (209) 668-5594
E-mail: [email protected]

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

34. Use of City Project Number . [Intentionally Omitted]

35. 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.

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

37. 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.

38. Authority . All Parties to this Agreement warrant and represe nt 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 obliga ted, which such breach would have a material effect hereon.

39. Drafting and Ambiguities . Each Party acknowledges that it has reviewed this Agreement with its own legal counsel, and based upon the advi ce of that counsel, freely entered into this Agreement. Each Party has participated fully in the review and revision of this Agreement. Any

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rule of construction that ambiguities are to be resolved against the drafting Party does not apply in interpreting this Agreement.

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

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

42. Severability . If this Agreement in its entirety is determined by a court to be invalid or unenforceable, this Agreement shall automatically t erminate 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 Agreemen t is rendered invalid or unenforceable according to the terms of any federal or state stat ute, which becomes effective after the Effective Date of this Agreement, the remaining provisions sh all continue in full force and effect and shall be construed to give effect to the intent of this Agreement.

43. Execution and Counterparts . This Agreement may be executed simultaneously, an d 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 electron ically signed utilizing services such as DocuSign and Nitro Sign, or by transmitting signatu res in pdf or similar format, and that any electronic signatures appearing on this Agreement o r such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

44. 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 Service Provider’s charges to City under this Agreement. City’s audit rights shall not extend to any information which Service Provider, in its sole discretion, considers confide ntial or proprietary, nor to any lump sum prices, unit rates, established charges or fixed percentages or multipliers agreed to by the parties.

45. Entire Agreement.

This Agreement, together with its specific references, attachments, and exhibits, constitutes the entire agreement of the P arties with respect to the subject matters hereof and supersedes any and all prior negotiations, understanding, and agreements with respect hereto, whether oral or written. Should any conflict exist between the terms and conditions of the Agreement and any and all exhibits attached hereto, the terms and conditions of the Agreement shall prevail.

46. 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.

47. Mandatory and Permissive . “Shall” and “will” and “agrees” are mandatory. “M ay” and “can” are permissive.

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48. Successors and Assigns . All representations, covenants, and warranties sp ecifically 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.

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

50. Attorney’s Fees and Costs . If any action at law or in equity not resolved pu rsuant 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 additi on to any other relief to which such Party may be entitled.

51. Necessary Acts and Further Assurances . The Parties shall at their own cost and expense execute and deliver such further documents and inst ruments 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.

52. 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 ]

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

CITY OF TURLOCK, a California
municipal corporation

By:

Gary R. Hampton, Interim City Manager

Date:

APPROVED AS TO SUFFICIENCY:

By:

Christopher Fisher, Municipal Services
Director

APPROVED AS TO FORM:

By:

George A. Petrulakis, City Attorney

ATTEST:

By:

Nichole Fiez, City Clerk

KONE INC., a
Delaware corporation

By:

Print Name:

Title:

Date

Record ID Number: 1269044

NSA-00-0036 12/2018

Ex
hibit A
KO
NE Inc. Proposal to Supply Elevator, Escalator, Moving Walkway Maintenance, Repair, Modernization and Related, Products, Services and Solutions under the OMNIA Program utilizing the Terms and Conditions of the City of Kansas City Master Contract (Reference GENRL-EV2516 dated December 1, 2018)
The parties hereby agree to be bound to the Terms and Conditions of the City of Kansas City Master Contract (Reference GENRL-EV2516 dated December 1, 2018) (“Contract”), together with those terms and conditions contained in this Exhibit A (collectively, “Service Agreement”). In the event of conflict between terms and conditions contained in the Sections 1 through 52 of the Agreement and this Exhibit A, Sections 1 through 52 of the Agreement will prevail shall supersede and prevail.

PROPOSED UNITS & EQUIPMENT PRICING:

Location Address Elevators Pricing
City of Turlock 1 Annual $5,976.00 (498.00/month)
244 N Broadway 2 Annual $5,976.00 (498.00/month) Turlock, CA 95380 *starting TBD
OMNIA Mechanic Rates
EXHIBIT A TO CITY CONTRACT 2026-075

Kone Center Rev. 0F 12/1/2017
KONE Internal
PROPOSED SCOPE OF WORK:

1. SERVICES
Complete Maintenance - (Equipment included per table on page 1) KONE will perform maintenance visits to examine, maintain, adjust, and lubricate the components listed below.

In addition, KONE will repair or replace the components listed below, unless exclusion or limited scope language exists elsewhere in this Agreement. All other work related to the equipment is Purchaser's responsibility unless specifically noted elsewhere in this Agreement, or unless Purchaser has separately contracted with KONE for the work.

A. Gearless Traction Elevators

1. Relay Logic Control System
All control system components.

2. Microprocessor Control System
All control system components. System performance examinations will be conducted to ensure that dispatching and motion control systems are operating properly.

3. Gearless Machine Components
All gearless machine components.

4. Hoistway and Pit Equipment
All elevator control equipment and buffers.

5. Rails and Guides
Guide rails, guide shoe gibs, and rollers

6. Ropes
Hoist ropes, governor ropes, and compensation ropes.

7. Wiring
All elevator control wiring and all power wiring from the elevator equipment input terminals to the motor.

8. Door Equipment
Automatic door operators, hoistway and car door hangers, hoistway and car door contacts, door protective devices, hoistway door interlocks, door gibs, and auxiliary door closing devices.

9. Manual Freight Door Equipment
Switches, retiring cams, interlocks, guide shoes, sheaves, rollers, chains, sprockets, tensioning devices, and counter-balancing
equipment.

10. Power Freight Door Equipment
Controller, relays, contactors, rectifiers, timers, resistors, solid state components, door motors, retiring cams, interlocks, switches, guide shoes, sheaves, rollers, chains, sprockets, and tensioning devices.

11. Signals and Accessories
Car operating panels, hall push button stations, hall lanterns, emergency lighting, car and hall position indicators, car operating panels, fireman's service equipment and all other signals, and accessory facilities furnished and installed as an integral part of the elevator equipment. Re-lamping of signal fixtures is included only during KONE's maintenance visits. Service requests for re-lamping of signal fixtures will be billed separately at KONE's then current labor rates.

12. Car Equipment
All elevator control system components on the car.

B. MRL Elevators

1. Relay Logic Control System
All control system components.

2. Microprocessor Control System
All control system components. System performance examinations will be conducted to ensure that dispatching and motion
control systems are operating properly.

3. Gearless Machines Components
EXHIBIT A TO CITY CONTRACT 2026-075

Kone Center Rev. 0F 12/1/2017
KONE Internal
All MRL machine components.

4. Hoistway and Pit Equipment
All elevator control equipment and buffers.

5. Rails and Guides
Guide rails, guide shoe gibs, and rollers

6. Ropes
Hoist ropes, governor ropes, and compensation ropes.

7. Wiring
All elevator control wiring and all power wiring from the elevator equipment input terminals to the motor.

8. Door Equipment
Automatic door operators, hoistway and car door hangers, hoistway and car door contacts, door protective devices, hoistway door interlocks, door gibs, and auxiliary door closing devices.

9. Manual Freight Door Equipment
Switches, retiring cams, interlocks, guide shoes, sheaves, rollers, chains, sprockets, tensioning devices, and counter-balancing equipment.

10. Power Freight Door Equipment
Controller, relays, contactors, rectifiers, timers, resistors, solid state components, door motors, retiring cams, interlocks, switches, guide shoes, sheaves, rollers, chains, sprockets, and tensioning devices.

11. Signals and Accessories
Car operating panels, hall push button stations, hall lanterns, emergency lighting, car and hall position indicators, car operating panels, fireman's service equipment and all other signals, and accessory facilities furnished and installed as an integral part of the elevator equipment. Re-lamping of signal fixtures is included only during KONE's maintenance visits. Service requests for re-lamping of signal fixtures will be billed separately at KONE's then current labor rates.

12. Car Equipment
All elevator control system components on the car.

C. Hydraulic Elevators

1. Relay Logic Control System
All control system components.

2. Microprocessor Control System
All control system components. System performance examinations will be conducted to ensure that dispatching and motion control systems are operating properly.

3. Power Unit
Pump, motor, valves, and all related parts and accessories.

4. Hoistway and Pit Equipment
All elevator control equipment and buffers.

5. Rails and Guides
Guide rails, guide shoe gibs, and rollers

6. Wiring
All elevator control wiring and all power wiring from the elevator equipment input terminals to the motor.

7. Door Equipment
Automatic door operators, hoistway and car door hangers, hoistway and car door contacts, door protective devices, hoistway
door interlocks, door gibs, and auxiliary door closing devices.

8. Manual Freight Door Equipment
Switches, retiring cams, interlocks, guide shoes, sheaves, rollers, chains, sprockets, tensioning devices, and counter-balancing equipment.

9. Power Freight Door Equipment
Controller, relays, contactors, rectifiers, timers, resistors, solid state components, door motors, retiring cams, interlocks, switches, guide shoes, sheaves, rollers, chains, sprockets, and tensioning devices.

10. Hydraulic System Accessories
Exposed piping, fittings accessories between the pumping unit and the jack, jack packing, hydraulic EXHIBIT A TO CITY CONTRACT 2026-075

Kone Center Rev. 0F 12/1/2017

KONE Internal
fluid, and any heating or cooling elements installed by the original equipment manufacturer ("OEM") for controlling fluid temperature.

11. Signals and Accessories
Car operating panels, hall push button stations, hall lanterns, emergency lighting, car and hall position indicators, car operating panels, fireman's service equipment and all other signals, and accessory facilities furnished and installed as an integral part of the elevator equipment. Re-lamping of signal fixtures is included only during KONE's maintenance visits. Service requests for re-lamping of signal fixtures will be billed separately at KONE's then current labor rates.

12. Car Equipment
All elevator control system components on the car.

2. HOURS OF SERVICE
All services described above in this Agreement will be performed during the regular working hours of the regular working days of the elevator or escalator trade in the location where the services are performed, unless otherwise specified in the Agreement.

3. SERVICE REQUESTS (CALLBACKS)
Service requests are defined as services that require immediate attention and that are within the scope of services and not excluded from the scope of services as provided below. Service requests outside the scope of services will be billed separately at KONE's then current labor rates and material prices plus mileage and incidentals. Any rates and lump sum amounts are not subject to audit. Service requests that require more than one technician or more than two hours to complete will be treated as a repair and scheduled in accordance with the Hours of Service section above. Purchaser agrees that KONE may perform service requests made by any person that KONE believes is authorized by Purchaser to make such requests.

Regular Time Coverage - (Equipment coverage per the table on page 1) In addition to the work described in the Scope of Services section, this Agreement covers requests for service during the regular working hours of the regular working days of the elevator trade.

Overtime Portion Coverage - (Equipment coverage per the table on page 1) If Purchaser requests service on overtime, Purchaser will be charged only for the difference betw een KONE’s hourly billing rate and KONE’s hourly overtime billing rate for each overtime hour.

Overtime Coverage - (Equipment coverage per the table on page 1) In addition to the above coverage, this Agreement covers requests for service during overtime workin g hours.

Travel Time & Expenses – (Equipment coverage per the table on page 1) Purchaser will not be billed for travel time or expenses to and from the site for service requests cover ed under the scope of work.

4. TESTS
KONE will perform the following tests on the equipment as per the table on page 1 of this Agreement. KONE is not liable for any property damage or personal injury, including death, resulting from any test.

HYDRAULIC ELEVATOR
EXHIBIT A TO CITY CONTRACT 2026-075

Kone Center Rev. 0F 12/1/2017
KONE Internal
A pressure relief test and a yearly leakage test as required by applicable code.

TRACTION ELEVATOR
An annual no load test as required by applicable code.

A five (5) year full load test as required by applicable code.

5. EXCLUSIONS
The following are excluded from the scope of services and per attachment D “exclusions section” EV2516:

A. GENERAL

1. KONE is not obligated to: removal of water or excessive debris from the pit; make replacements or repairs necessitated by fluctuations in the building power systems, adverse machine room or environmental conditions (including without limitation temperature variations below 50 degrees or above 90 degrees Fahrenheit) or humidity greater than 95% relative humidity, prior water exposure, rust, fire, explosion, acts of God, misuse, vandalism, theft, acts or mandates of government, labor disputes, strikes, lockouts, or tampering with the equipment by any person other than a KONE representative, negligence or acts or omissions of the Purchaser or any third party, or any other cause beyond KONE's control.

2. KONE agrees to maintain the existing performance as designed and installed. KONE is not required under this Agreement to make changes in operation and/or control, subsequent to the date of this Agreement.

3. Notwithstanding anything contained to the contrary within this Agreement, KONE's work shall not include any abatement or disturbance of asbestos containing material (ACM), presumed asbestos containing materials (PACM), or other hazardous materials (i.e. lead, PCBs) (collectively "HazMat"). Any work in the affected area where reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from the HazMat is excluded from KONE's scope of work without an applicable change order to reflect the additional costs and time.

In accordance with OSHA requirements, Purchaser shall inform KONE and its employees who will perform work activities in areas which contain HazMat of the presence and location of HazMat in such areas which may be contacted during work before entering the area. Other than as expressly disclosed in writing, Purchaser warrants that KONE's work area at all times meets applicable OSHA permissible exposure limits (PELs). KONE shall have the right to discontinue its work in any location where suspected HazMat is encountered or disturbed. Any HazMat removal or abatement, or delays caused by such, required in order for KONE to perform its work shall be Purchaser's sole responsibility and expense. After any removal or abatement, Purchaser shall provide documentation that the HazMat has been abated from the KONE work area and air clearance reports shall be made available upon request prior to the start of KONE's work.

4. Nothing contained within this agreement shall be construed or interpreted as requiring KONE to assume the status of an owner, operator, generator, storer, transporter, treater or disposal facility as those terms appear within RCRA or any Federal or State statute or regulation governing the generation, transportation, treatment, storage and disposal of pollutants. Purchaser shall be responsible to execute all waste manifests necessary to transport hazardous materials for disposal.

B. OBSOLESCENCE

1. Component may become obsolete during the term of this Agreement. Obsolete components are not covered under this Agreement. KONE will provide Purchaser with a separate quotation for the price to replace obsolete components. Equipment modifications necessary to accommodate replacement of obsolete components are at the Purchaser's expense.

2. Components include without limitation any part, component, assembly, product, or firmware or software module. A component is obsolete when it can no longer be economically produced due to the cessation of consistent sources for materials, a loss or termination of a manufacturing process occurs, EXHIBIT A TO CITY CONTRACT 2026-075

Kone Center Rev. 0F 12/1/2017
KONE Internal
product reliability analysis shows that it is not economically feasible to continue to produce the component, escalation of component costs beyond acceptable industry expectations drive alternative equipment upgrades, the support of product safety programs or conformance to codes or standards mandates that use of a component be discontinued in its entirety, the OEM designates the component as obsolete, or such component has been installed 20 or more years. No exception to the above will be made for a component designated as obsolete because it can be custom made or acquired at any price. KONE will not be required to furnish reconditioned or used components. After the component that replaces the obsolete component is installed, that component is covered under this Agreement unless it becomes obsolete.

C. ELEVATOR

1. Refinishing, repairing, replacing, or cleaning of the: car enclosure; gates or door panels; door pull straps; hoistway enclosure; rail alignment; hoistway doors; door frames; sills; hoistway gates; flooring; power feeders, switches, and their wiring and fusing; car light diffusers; ceiling assemblies and attachments; smoke or heat sensors; fans; fireman's phone devices; intercoms; phone lines; music systems; media displays; card-readers or other security systems; computer monitoring systems; light tubes and bulbs; pit pumps; emergency power generators; hydraulic cylinder; unexposed piping; or disposal or clean-up of waste oil or contamination caused by leaks in the hydraulic cylinder or unexposed piping. KONE is not be obligated to perform or keep records of firefighter's service testing, unless specifically included in this Agreement.

D. ESCALATOR

1. KONE is not obligated to perform tests, correct outstanding violations or deficiencies that were not addressed by the prior service provider and/or the owner, or make related necessary repairs or component replacements on the equipment. If additional work is necessary, KONE will provide a separate proposal or recommendation for such work.

2. KONE's price and obligations under this Agreement are subject to a technical survey to be performed within 90-days of the effective date. If a safety hazard or code violation is identified during KONE's technical survey, Purchaser will immediately remove the unit from service until repairs are performed. Purchaser agrees to indemnify, defend, and hold KONE harmless for any claims arising out of Purchaser's failure to comply with KONE's recommendations and proposal. If Purchaser does not immediately approve KONE's proposal or recommendation, KONE reserves the right to terminate this Agreement without penalty.

3. Refinishing, repairing, replacing or cleaning balustrades, pits, pans; sideplate devices; decks; skirt panels; anti-slide devices; brushes; guards and damage or deterioration to skirt deflector brushes.

KONE is not obligated to perform an escalator cleandown, or do any work to bring the equipment in compliance with the escalator step/skirt performance index or loaded gap values required by code.

Purchaser will use the escalators for the sole purpose of transporting passengers.

6. Intentionally omitted
EXHIBIT A TO CITY CONTRACT 2026-075

Kone Center Rev. 0F 12/1/2017
KONE Internal

7. ASSIGNMENT
Either party may assign the Agreement to a third party upon thirty (30) days prior written notice to the other party subject to the terms of this provision. If Purchaser transfers ownership of the premises on which such equipment is located to a new owner, Purchaser will promptly provide KONE with new owner's contact information and take all such actions as are necessary to assign the Agreement to the new owner.

Purchaser will promptly provide KONE with a copy of such assignment. Should the new owner fail to assume this Agreement, Purchaser shall remain liable for all unpaid amounts, including those owed for the balance of the current unexpired term of this Agreement.

EXHIBIT A TO CITY CONTRACT 2026-075

Kone Center Rev. 0F 12/1/2017

KONE Internal
Remote Monitoring Service Voice Link and Wireless Phone Service Elevator Description Equipment # Elevator Phone # and Extension for Caller ID 1 2
3 4
5 6
7 8
9 First Point of Contact (Required)
Name: Title:

Phone #: Cell Phone #:

Second Point of Contact (Required)
Name: Title:

Phone #: Cell Phone #:

Third Point of Contact (Optional)
Name: Title:

Phone #: Cell Phone #:

Local Emergency Authorities (Required)
Fire Department Phone #: Police Department Phone #:

EXHIBIT A TO CITY CONTRACT 2026-075

Kone Center Rev. 0F 12/1/2017
KONE Internal

CUSTOMER INFORMATION
Who is the agreement with?
Legal Name of the Company:

Address:

City: State: Zip:

Contact Name: Title:

Phone: Fax:

Is the Owner tax exempt? Yes (If Yes, provide the Tax Exemption Certificate.) Federal tax ID #:

Where should the invoice be sent?
Legal Name of the Company:

Attention:

Address:

City: State: Zip:

Contact Name: Title:

Phone: Fax:

Federal tax ID #: Email:

Who will be responsible for paying the invoices?
Legal Name of the Company:

Attention:

Address:

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EXHIBIT A TO CITY CONTRACT 2026-075

City Council Staff Report
March 24, 2026

From: Nick Showalter, Information Technology Director
Prepared by: Luis Machado, Information Technology Manager Agendized by: Gary Hampton, Interim City Manager

1. ACTION RECOMMENDED:

Motion: Approving Amendment No. 1 to the Master Agreement (City Contract 2024-0033) with Konica Minolta Business Solutions U.S.A., Inc. for document management services, to extend the term of the agreement by four (4) years, for a total of seven (7) years ending August 28, 2030, and increasing the total compensation to an amount not to exceed $700,000 for the entire term.

2. NARRATIVE:

Staff is requesting approval of Amendment No. 1 to the existing Master Agreement with Konica Minolta Business Solutions U.S.A., Inc.. Since 2015, the City has utilized the OnBase Enterprise Content Platform, managed by Konica Minolta, to provide secure and compliant document management services. These services are vital to the daily operations of multiple departments, including Police, Fire, Development Services, and Municipal Services.

The original agreement, effective August 29, 2023, established a three-year term with a total compensation limit of $300,000. This proposed amendment extends the agreement for an additional four (4) years, ensuring continuity of service through August 28, 2030. The amendment also adjusts the total contract ceiling to $700,000 to cover the extended seven- year period. All other terms and conditions of the original agreement remain in full force and effect.

3. FISCAL IMPACT / BUDGET AMENDMENT:

The pricing for the extended term remains consistent at an amount not to exceed $100,000 per year. The cumulative cost for the total seven-year term shall not exceed $700,000.

Funding for these services is budgeted within the respective departments' account 43226 "Document Imaging System". Use of funds is contingent upon the availability of budgeted funds in each fiscal year. No additional appropriation is required at this time.

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. ALTERNATIVES:

1. Council can choose not to approve Amendment No. 1 to the Master Agreement.

However, allowing the current contract to expire would hinder the City's ability to

Agenda Staff Report
3/24/2026

receive ongoing technical support, critical software licensing, and necessary updates for the OnBase platform. This platform is vital to the daily operations of various City departments. Without this amendment, the City would lose the benefit of the eleven years of experience and familiarity Konica Minolta has with the City's specific configuration and document retention needs.

2. Council may choose to recommend a shorter contract extension and the evaluation of other enterprise content management platforms. This process would require significant staff time and resources for identifying a sufficient system to migrate to.

This would result in acquiring a new contract, potential migration costs, the development of a project implementation plan, and potential disruption to departments that rely on the existing system as a new system is implemented.

6. ATTACHMENTS:

1. Amendment 1 to KMBS NA Master Agreement

2. City of Turlock-KM NA Master Agreement 8-29-2023

Amendment #1 to the Master Agreement
This Amendment No. 1 (“Amendment”) dated March 24, 2026 (“Amendment Date”), is made to the Master Agreement (“Agreement”), made effective as of August 29, 2023 (“Agreement Effective Date”), by and between Konica Minolta Business Solutions U.S.A., Inc. (“ Konica Minolta”) and City of Turlock (“Client”). Any capitalized terms not defined in this Amendmen t shall be given their meanings set forth in the Agreement.

WHEREAS, the parties wish to modify the Agreement as expressly detailed herein.

NOW THEREFORE, in consideration of the promises and undertakings hereinafter set forth, the parties hereby agree to amend the Agreement as follows:

1. The term of this Agreement is hereby extended for four (4) additional years for a total of seven (7) years ending August 28, 2030, unless terminated earlier in accordance with the Agreement.

2. Pricing during the Term, as extended by this Amendment shall not exceed one hundred thousand dollars ($100,000) per year for a total amount not to exceed seven hundred thousand dollars ($700,000) for the entire term including the extension.

3. Except as modified herein, all other terms and conditions in the Agreement shall remain in full force and effect. In the event of any ambiguity between the terms hereof and the Agreement, this Amendment shall govern.

City of Turlock

Konica Minolta Business Solutions U.S.A., Inc.

Signature:

Signature:

Name:

Name:

Title:

Title:

Date:

Date:

DocuSign Envelope ID: 8284AE2C-6C02-402F-B187-EAA7CB387C46

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DocuSign Envelope ID: 8284AE2C-6C02-402F-B187-EAA7CB387C46 September 22, 2023
Vice President & GM, IIM
Ron Thompson, Jr.

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City Council Staff Report
March 24, 2026

From: Jason Hedden, Police Chief
Prepared by: Amanda Fortado, Support Operations Manager Agendized by: Gary Hampton, Interim City Manager

1. ACTION RECOMMENDED:

Reviewing the Annual Military Equipment Report submitted by the Turlock Police Department pursuant to the Turlock Municipal Code Title 4, Chapter 19, Section 107 and Government Code 7072 and review and renewal of Turlock Ordinance No. 1290-CS adopting the City Military Equipment use policy pursuant to Government Code Section 7071

2. NARRATIVE:

Assembly Bill 481, a state law approved in 2021, codified in Government Code sections 7070 through 7075, requiring a law enforcement agency (LEA) to obtain approval from the applicable governing body, via adoption of “military equipment” use policy (the Policy) by ordinance (the Ordinance), prior to the LEA funding, acquiring, or using “military equipment” as defined in the new law.

Review of the Military Equipment Inventory List (Attachment 3) and renewal of the ordinance allows Turlock Police Department (TPD) to continue to purchase and use the vital equipment specified therein. Upon City Council renewal, the updated inventory list will be posted in the Turlock Municipal Code Title 4, Chapter 9, Section 104 “Military Equipment Inventory.”

Additionally, under Assembly Bill 481, a LEA is required to submit an Annual Military Equipment Report which requires City Council review. This Annual Report can be found in Attachment 2.

Finally, under Assembly Bill 481, a LEA is required to hold at least one well-publicized and conveniently located community engagement meeting at which the public may discuss and ask questions about the submitted Annual Report (Attachment 2). This requirement is being accomplished in two ways. First, it is being agendized publicly in a council report. Second, it is being publicized on the Turlock Police Department’s social media pages, inviting members of the public to the above-mentioned City Council Meeting. This is to encourage public participation.

It should be noted that the term “military equipment,” as used in AB 481, in fact does not necessarily indicate equipment that has been used by the military. Pursuant to AB 481, items deemed to be “military equipment” include, but are not limited to, unmanned aerial or ground vehicles, armored vehicles, command and control vehicles, pepper balls, less lethal shotguns, less lethal 40mm projectile launchers, long range acoustic devices, and noise/flash/diversionary devices.

TPD is committed to using the most up to date tools and equipment to safeguard the residents of Turlock. Many of the items deemed to be “military equipment” by AB 481 are employed by TPD, and numerous LEAs across the country, to significantly reduce risk to

Agenda Staff Report
3/24/2026

community members. These items provide peace officers with the ability to safely resolve volatile situations which otherwise might rise to the level of a lethal force encounter. To that end, the items in the Inventory List (Attachment 3) and accompanying Military Equipment Policy (Attachment 4), provide TPD’s peace officers with vital tools that facilitate compliance with its stringent use of force policy.

3. FISCAL IMPACT / BUDGET AMENDMENT:

There is no fiscal impact associated with this action.

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. ALTERNATIVES:

Alternative 1: Direct Staff to return with an amended inventory list to reduce allowable equipment. This will diminish the ability to immediately provide service to residents in certain emergency situations.

Alternative 2: Reject the renewal of the ordinance. This will reduce the ability to immediately provide service to residents in many emergency situations.

6. ATTACHMENTS:

1. Draft Resolution

2. Military Equipment Annual Report

3. Military Equipment List

4. Military Equipment Policy

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK

IN THE MATTER OF THE CITY COUNCIL }
REVIEWING THE ANNUAL MILITARY } RESOLUTION NO. 2026-
EQUIPMENT REPORT SUBMITTED BY }
THE TURLOCK POLICE DEPARTMENT }
PURSUANT TO TURLOCK MUNICIPAL }
CODE TITLE 4, CHAPTER 19, SECTION 107 }
AND GOVERNMENT CODE 7072 AND }
REVIEW AND RENEWAL OF TURLOCK }
ORDINANCE NO. 1290-CS ADOPTING THE }
CITY MILITARY EQUIPMENT USE POLICY }
PURSUANT TO GOVERNMENT CODE }
SECTION 7071 }
}

WHEREAS, pursuant to TMC Section 4-19-107 and Government Code Section 7072, the Police Department is required to submit an Annual Military Equipment Report (the “Annual Report”) to the City Council; and

WHEREAS, the City Council, annually, is required to review the ordinance adopting a Military Equipment Use Policy and vote on whether to renew such ordinance; and

WHEREAS, the City Military Equipment Use Policy was adopted by Ordinance No. 1290- CS; and

WHEREAS, the City Council desires to renew the Military Equipment Use Policy and update the inventory list as derived from the Annual Report.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby accept the Annual Report after its submittal by the Turlock Police Department; and upon review of the Annual Report, makes the following determinations:

Each item of military equipment is necessary for use by the Turlock Police Department because there is no reasonable alternative to each item of equipment that can achieve the same objective of police officer and civilian safety. The Military Equipment Use Policy will safeguard public welfare, safety, civil rights, and civil liberties. Prior use of military equipment complied with the policy in effect at the time of use. To renew the Military Equipment Use Policy after review of it and Ordinance No. 1290-CS with the updated inventory list derived from the Annual Report.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 24th day of March 2026, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

ATTEST:

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

Military Equipment Annual Report
2025
The City of
Turlock Police Department

Military Equipment Annual Report 2025

2 Table of Contents

Introduction 3
Summary of Military Equipment 4
Unmanned Aerial Vehicle 4
Robots 5
Mobile Incident Command Post Vehicle 6
Armored Rescue Vehicle 7
Distraction Devices, Chemical Agents, & Pepper Balls 8 Projectile Launch Munitions & Platforms 10
Ballistic Breaching Munitions & Platforms 12
Equipment Sought to be Purchased in 2025 13
Equipment Usage in 2025 13
Unmanned Aerial Vehicle Deployments 14
SWAT Deployments Involving Military Equipment 14
Other Military Equipment Used in 2025 14
Complaints Regarding Use of Military Equipment 14
Conclusion 15

Military Equipment Annual Report 2025

3 Introduction

On September 30, 2021, Assembly Bill 481 required law enforcement agencies to adopt a Military Equipment Use Policy by ordinance, no later than May 1, 2022. The Turlock Police Department complied with Assembly Bill 481 on April 26, 2022, when the policy was reviewed and approved by Turlock City Council. On that day, Ordinance No. 1290-CS was approved.

Assembly Bill 481, section 7072(a) requires law enforcement agencies to submit to the City Council an Annual Military Equipment Report on the use of the equipment, any complaint(s) or concern(s) regarding the use of the equipment, results of any internal audits on the use of the equipment, the annual costs for the equipment, the quantity of equipment possessed by the agency, and any intention to purchase additional equipment in the following year. In addition, within 30 days of submitting and publicly releasing the Annual Military Equipment Report, a well-publicized community engagement meeting must be held to allow for public comments.

Within this document is the required information under Assembly Bill 481, section 7072(a).

Military Equipment Annual Report 2025

4 Summary of Military Equipment:

Turlock Police Department employs the following military equipment, including the item description, purpose, fiscal impact, and guidelines for usage.

Unmanned Aerial Vehicle (UAV): An unmanned aircraft along with the associated equipment necessary to control it remotely.
a) Description, quantity, capabilities, and purchase cost of current UAV’s.

1. DJI Mavic 2 Enterprise Advanced: Cost $8,000, Quantity 1. Remotely operated aerial vehicle that has video recording, thermal video capabilities, and 31 minutes of flight time.

2. DJI Mavic 2 Enterprise Zoom: Cost $6,000, Quantity 1. Remotely operated aerial vehicle that has video recording capabilities and 31 minutes of flight time.

3. DJI Mavic Mini 2: Cost $560, Quantity 1. Remotely operated aerial vehicle that has video recording capabilities and 31 minutes of flight time.

4. DJI Matrice M30T: Cost $17,500, Quantity 1. Remotely operated aerial vehicle that has video recording, thermal video capabilities, and 41 minutes of flight time.

5. DJI Mavic 3T Enterprise: Cost $6,700, Quantity 1. Remotely operated aerial vehicle that has video recording, thermal video capabilities, and 45 minutes of flight time.

6. DJI Avata: Cost $2,400, Quantity 1. Remotely operated aerial vehicle that has video recording capabilities and 18 minutes of flight time.

7. DJI Avata 2: Cost $1,300, Quantity 1. Remotely operated aerial vehicle that has video recording capabilities and 23 minutes of flight time.

8. DJI Matrice 4T: Cost $7,300-7,800, Quantity 7. Remotely operated aerial vehicle that has video and thermal recording capabilities and 49 minutes of flight time.

b) Purpose: UAV’s are to be deployed when its use would assist officers or Incident Commanders with the following situations, which include but not limited to:

1. Major collision investigations

2. Search for missing persons

3. Search and rescue missions

4. Crowd control situations

5. Perimeter searches and security

Military Equipment Annual Report 2025

5 6. Natural disaster management

7. Crime scene investigations and photography

8. SWAT, tactical, and other public safety and life preservation missions

c) Authorized use: Only authorized operators set forth in Department Policy 606 shall be permitted to operate any UAV, and only during approved missions.

d) Expected life span: All UAV equipment has a life expectancy of approximately 3 years.

e) Fiscal impact: Annual maintenance and battery replacement cost is projected to be approximately $15,000.

f) Training: All UAV operators must obtain from the FAA Part 107 certification, go through in- service training on UAV systems and operations, as well as adhere to Department Policy 606.

g) Legal procedures rules: Use is established under Department Policy 606 and in accordance with FAA certification. It is the policy of the Turlock Police Department to utilize UAV’s only for official law enforcement purposes and in a manner that respects Constitutional Rights and the privacy of our community as well as in a manner pursuant to state and federal law.

Robots: A remotely controlled unmanned ground vehicle (Robot), which is used to enhance the safety of officers and the community.
a) Description, quantity, capabilities, and purchase cost of current robots.

1. Transcend Vantage Robot: Cost $40,000, Quantity 1. The Transcend Vantage robot enhances the capabilities of SWAT and tactical response teams by allowing them to quickly and safely inspect dangerous situations. There is no longer a need to send personnel in before there has been a chance to assess the situation. The robot can navigate various terrain including stairs, grass, and clothing. It has two-way audio and video recording capabilities and is remotely operated.

b) Purpose: This robot is used to gain visual and audio data in dangerous incidents, and deliver communication devices during high risk incidents. It can be used to open doors, disrupt packages. and safely clear buildings.

Military Equipment Annual Report 2025

6 c) Authorized use: The use of the robots shall only be authorized by a designated Incident Commander or the SWAT Commander, based on the specific circumstances of a given critical incident. Robots shall only be used by officers trained in their deployment and in a manner consistent with department policy and training.

d) Expected life span: The robot has a life expectancy of 5 to 10 years.

e) Fiscal impact: Annual maintenance cost and battery replacement costs are projected to be approximately $500.

f) Training: All operators will be trained during in-service SWAT training on unmanned ground vehicle operations.

g) Legal procedure rules: Use is at the discretion of the Incident Commander or the SWAT Commander. The Turlock Police Department utilizes unmanned ground vehicles (Robots) for law enforcement purposes only and in a manner that respects the privacy of our community, pursuant to state and federal law.

Mobile Incident Command Post vehicle (Mobile CP): Commercial vehicle outfitted with electronics and communication equipment which allow for communication with units in the field and supplement communications capabilities, hostage negotiations, equipment storage, and restroom facilities during extended events.
a) Description, quantity, capabilities, and purchase of current CP Vehicle:

1. 2009 GMC c5500 Commercial Vehicle: Cost $250,000, Quantity 1. This vehicle is used as a mobile office command center by the Turlock Police Department and the Ceres Police Department that provides shelter, access to department computers, communication systems, and restroom facilities during extended events. The vehicle is marked with the words “Turlock /Ceres Command Post” on both sides of the exterior walls.

b) Purpose: To be used based on the specific circumstances of a given critical incident, large event, natural disaster, community event, or for crime scene management.

c) Authorized use: The use of the Command Post vehicle shall only be authorized by a Watch Commander, a designated Incident Commander, or the SWAT Commander, based on the

Military Equipment Annual Report 2025

7 specific circumstances of a given critical incident or large event where the use of the command vehicle would aid law enforcement in services to the public.

d) Expected life span: The Command Post vehicle has a life expectancy of approximately 15 years.

e) Fiscal impact: Annual maintenance costs are projected to be approximately $17,000.

f) Training: All drivers/operators will be trained with in-service training on vehicle operation and practical driving instruction and must possess a license through the State of California.

g) Legal procedure rules: Use is determined by the Watch Commander, Incident Commander, or the SWAT Commander. Each use is on a case by case basis and is only used for official law enforcement purposes and in a manner pursuant to state law regarding the operation of motor vehicles.

Armored Rescue Vehicle: A large armored vehicle outfitted with ballistic capabilities, ports, turret, breaching ram, and water cannon used in the field during critical incidents involving dangerous suspects or used to rescue injured civilians or officers. a) Description, quantity, capabilities, and purchase cost for the Armored Rescue Vehicle.

1. Lenco Bearcat Armored Rescue Vehicle: Cost $300,000, Quantity 1. Ballistically armored rescue vehicle capable of carrying twelve police personnel, or ten civilians, with an open floorplan which allows for rescue operations of downed personnel. The ballistic capabilities provide greater safety to citizens and officers beyond the protection of ballistic shield or body armor.

b) Purpose: Armored Rescue Vehicles are to be used in response to critical incidents to enhance officer and community safety, improve scene containment and stabilization, and assist in resolving critical incidents.

c) Authorized use: The use of the Armored Rescue Vehicle shall only be authorized by a Watch Commander, a designated Incident Commander, or the SWAT Commander, based on the specific circumstances of a given critical incident. The Armored Rescue Vehicle shall only be used by officers trained in their deployment and in a manner consistent with department policy and training.

Military Equipment Annual Report 2025

8 d) Expected life span: The life expectancy of the Armored Rescue Vehicle is approximately 20 years.

e) Fiscal Impact: Annual maintenance costs are projected to be $7,000.

f) Training: All drivers/operators will be trained with in-service training on vehicle operations and practical driving instruction.

g) Legal procedure rules: Use is determined by the Watch Commander, Incident Commander, or the SWAT Commander. Each use is on a case by case basis and is only used for official law enforcement purposes and in a manner pursuant to state law regarding the operation of motor vehicles.

Distraction devices, chemical agents, and pepper balls: Distraction devices are used to distract and disorient dangerous persons by utilizing brilliant light and loud report. Chemical agent canisters contain chemical agents that are released when deployed. Pepper balls are non-lethal projectiles that contain a chemical irritant.
a) Description, quantity, capabilities, and purchase cost of distraction devices.

1. Pepper Ball FTC Launchers: Cost $600 each, Quantity 2. These launchers are powered by compressed air that are designed to deploy non-lethal Pepper Ball projectiles which contain a chemical irritant.

2. Pepper Ball LIVE projectile: Cost $2 per projectile, Quantity 400. The basic Pepper Ball projectile contains 2% PAVA pepper powder and is designed for direct impact and area saturation, especially in confined interior spaces. The projectile is a non-lethal chemical irritant.

3. Noise Flash Distraction Device: Cost $40 each, Quantity 32. These are non-bursting, non- fragmenting devices that produce a brilliant light and loud report. They are ideal for distracting dangerous suspects in high-risk situations.

4. Combined Tactical Systems (CTS) 4556 40mm Liquid CS: Cost $40, Quantity 8. These munitions are 40mm launched, spin stabilized less lethal direct impact munitions that contain powdered oleoresin capsicum (OC) within the projectile. The munition has a 50-yard range and has a velocity of 290 to 320 feet per second. These are considered impact weapons, and provide accurate and effective performance when fired from the approved distance of not less than 5 yards. Effectiveness depends on many variables such as distance, clothing, stature, intoxicants, and the area the projectile impacts.

Military Equipment Annual Report 2025

9 5. Combined Tactical Systems (CTS) 5230B Gas Canister: Cost $60 each, Quantity 18. These are large diameter canisters that discharge a high volume of chemical agents that is delivered with the assistance of smoke through multiple ports located throughout the canister. This can be hand delivered or used with a launching system. They are used to bring volatile and dangerous situations to a peaceful end by causing temporary discomfort to the suspect and gain compliance.

6. Combined Tactical Systems (CTS) 4330 40mm: Cost $38 each, Quantity: 42. These rounds are chemical agent irritant (CS) that are used to deliver irritant agents into structures or houses to bring volatile and dangerous situations to a peaceful end by causing temporary discomfort to the suspect and gain compliance.

7. Combined Tactical Systems (CTS) 4340 40mm: Cost $38, Quantity: 10. These rounds are filled with liquid oleoresin capsicum (OC) that are used to penetrate intermediate barriers and deliver irritant agents into adjacent rooms. They are used to bring volatile and dangerous situations to a peaceful end by causing temporary discomfort to the suspect and gain compliance.

8. Combined Tactical Systems (CTS) 6210 White Smoke Canister: Cost $45 each, Quantity 5.

These canisters deliver white smoke used to obstruct tactical movement or positions during high risk operations and for signaling and marking a landing zone during air operations.

These canisters are delivered by hand.

b) Purpose: Distraction devices are used to disorient and disrupt the actions of a dangerous suspect during hostage rescues, high risk warrant operations, or other high-risk operations. They produce a brilliant white light along with a loud report which gives those officers a tactical advantage while the suspect is temporarily disoriented or distracted. Chemical agent canisters are designed to limit the escalation of conflict and improve officer safety in high risk situations.

Situations for use of chemical agent systems may include but are not limited to:

1. Self-Destructive, dangerous, and/or combative suspects

2. Riot/crowd control and civil unrest incidents

3. Circumstances where a tactical advantage can be obtained

4. Potentially vicious animals

5. Training exercise and/or approved demonstrations

c) Authorized use: The use of chemical agent munitions and delivers systems are authorized to be used only by officers who have been trained by POST certified less lethal and chemical agent instructors. They can be used by officers trained in their deployment and in a manner consistent with department policy and training.

Military Equipment Annual Report 2025

10 d) Expected life span: Pepper Ball Launchers: 15 years, Pepper Ball projectiles: 3 years, Distraction Devices: 5 years, Chemical Agents: 5 years.

e) Fiscal impact: There are no projected annual maintenance costs. Supply replacement costs are projected to be $4,000.

f) Training: The use of chemical agent munitions and delivery systems are authorized to be used only by officers who have been trained by POST certified less lethal and chemical agent instructors. The use of distraction devices is authorized to be used by officers of the SWAT team and who are trained in their deployment by POST certified instructors and in a manner consistent with department policy and training.

g) Legal procedure rules: Use is established under Department Policy 300 (use of force) and policy 304 (control devices). It is the policy of the Turlock Police Department to utilize chemical agents, their delivery system, and distraction devices only for official law enforcement purposes and in a manner pursuant to state and federal law.

Projectile launch munitions and platforms: 40mm launchers are utilized by Department personnel to deploy less lethal foam baton rounds. 12-gauge launchers are used to deploy super-sock bean bag impact rounds. 37mm and 40mm launchers are utilized by Department personnel as a chemical agent delivery system.
a) Description, quantity, capabilities, and purchase cost.

1. Remington 870 less lethal launcher: Cost $600 each, Quantity 9. The Remington 870 Less Lethal launcher is designed with high visibility bright orange stocks, foregrips, and barrel to distinctly identify them as only being used during less lethal situations. They are used to deploy less lethal super sock 2581 bean bag rounds to a distance of up to 60 feet. The range of the launching system helps maintain space between officers and a suspect reducing the immediacy of the threat which is a principle of De-escalation.

2. 12 Gauge (CTS) Super-sock kinetic energy impact munition: Cost $5 per munition, Quantity 230. These munitions are deployed from the Remington 870 less lethal launcher. The munition is a ballistic fiber bag filled with 40 grams of led shot at a velocity of approximately 290 feet per second. Upon impact, the ballistic fiber bag flattens out and impacts a larger area of approximately 40mm. These are considered impact weapons and provide accurate and effective performance when fired from the approved distance of not less than 5 feet.

Effectiveness depends on many variables such as distance, clothing, stature, intoxicants, and the area the projectile impacts.

Military Equipment Annual Report 2025

11 3. Remington 870 Chemical Agent Launcher: Cost $600, Quantity 1. The Remington 870 chemical agent launcher is equipped with a special cup capable of holding and deploying one CTS 5230 chemical agent canister. This is utilized to deploy chemical agents through immediate barriers from an extended distance. The chemical agent canister is propelled by the use of a blank 12-gauge round. The chemical agent launcher is distinctly marked with a blue barrel.

4. CTS Penn Arms 40mm single shot launcher, model GL1-40: Cost $1,100, Quantity 1. The 40mm launcher deploys one 40mm less lethal impact munition. These are only authorized to be used by SWAT personnel or those who have received specialized training.

5. CTS Penn Arms 40mm single shot launcher, model GL1-40-C: Cost $1,700, Quantity 3. The 40mm launcher deploys one 40mm chemical agent munition or one 40mm impact munition.

These are only authorized to be used by SWAT personnel or those who have received specialized training.

6. DEFTEC LMT 40mm single shot launcher, model 1425: Cost $1,100, Quantity 2. The 40mm launcher deploys one 40mm impact munition. These are only utilized by those trained and authorized by the department.

7. CTS Penn Arms 37mm multi-launcher: Cost $3,000, Quantity 1. The 37mm launcher has six chambers which holds one 37mm canister of chemical agent in each of the chambers and deploys one canister at a time. These are only authorized to be used by SWAT personnel.

8. Defense Technology 37mm single shot launcher: Cost $1,000, Quantity 1. The 37mm launcher holds one 37mm canister of chemical agent and deploys one canister at a time.

This is only authorized to be used by SWAT personnel.

9. CTS 40mm foam baton munition 4557: Cost $35 each, Quantity 35. These munitions are 40mm launched, spin stabilized less lethal direct impact munitions. The munition has a 50- yard range and has a velocity of 240 to 260 feet per second. These are considered impact weapons, and provide accurate and effective performance when fired from the approved distance of not less than 5 yards. Effectiveness depends on many variables such as distance, clothing, stature, intoxicants, and the area the projectile impacts.

10. Defense Technology 40mm exact impact 6325 munition: Cost $35, Quantity 26. These munitions are 40mm launched, spin stabilized less lethal direct impact munitions. The munition has a 40-yard range and has a velocity of 325 feet per second. These are considered impact weapons and provide accurate and effective performance when fired from the approved distance of not less than 5 feet. Effectiveness depends on many variables such as distance, clothing, stature, intoxicants, and the area the projectile impacts.

Military Equipment Annual Report 2025

12 b) Purpose: Less lethal munitions are designed to limit the escalation of conflict where employment of lethal force is prohibited or undesirable. Situations for use of less lethal weapon systems may include but are not limited to:

1. Self-destructive, dangerous, and/or combative suspects

2. Riot/crowd control and civil unrest

3. Circumstances where a tactical advantage can be obtained

4. Potentially vicious animals

5. Training exercise and/or approved demonstrations

c) Authorized use: The use of less lethal munition and delivery systems are authorized to be used only by officers who have been training by POST certified less lethal instructors. They can only be used by officers trained in their deployment and in a manner consistent with department policy and training.

d) Expected life span: 12-gauge launchers: 25-30 years, Super Sock munitions: 5 years, 37mm and 40mm launchers: 20 years.

e) Fiscal impact: Annual replacement/maintenance costs are projected to be approximately $5,000.

f) Training: The use of the less lethal munitions and launchers are authorized to be used only by officers who have been trained by POST certified less lethal instructors during in service training.

g) Legal procedure rules: Use is established under Department Policy 300 (Use of Force) and policy 304 (Control Devices). It is the policy of the Turlock Police Department to utilize less lethal munitions and launchers only for official law enforcement purposes and in a manner pursuant to state and federal law.

Ballistic breaching munitions and platform: The ballistic breaching shotgun is used for gaining access to locked areas in an expeditious manner. The shotgun fires a munition that is filled with compressed zinc. The compressed zinc quickly disperses from its compact form once it has impacted a hard surface such as a door jam or locking mechanism.
a) Description, quantity, capabilities, and purchase cost of ballistic breaching tools.

Military Equipment Annual Report 2025

13 1. Remington 870 shotgun: Cost $600, Quantity 2. The Remington 870 breaching shotgun is only used for breaching doors to gain quick entry to a confined area. This may be used during a hostage situation or on a heavily fortified door.

2. Royal Arms 12-gauge Breaching Round: Cost $7 per round, Quantity 83. The Royal Arms breaching round is a 12-gauge shotgun round used only for breaching doors. The round is made up of compressed copper powder that defeats the locking mechanisms on doors.

b) Purpose: Ballistic breaching is utilized to gain quick access to locked areas of a house or structure. The use of ballistic breaching minimizes the use for traditional mechanical breaching tools which can cause injuries to officers and places them in harm’s way for a longer period of time. Ballistic breaching gives officers a faster response time to rescue hostages or captives held by suspects.

c) Authorized use: The use of the ballistic breaching shotgun is only used by those who have been sent to and trained by a POST certified course. They can only be used by officer trained in their deployment and in a manner consistent with department policy and training.

d) Expected life span: Remington 870 shotgun: 20-30 years. Defense Technology TKO Breaching Rounds: 5 years.

e) Fiscal impact: There are no projected annual maintenance costs anticipated. Supply replacement costs are projected to be $140.

Equipment Sought to Purchase in 2026:

a) Two 40mm less lethal launchers.

Equipment Usage in 2025:

This section outlines the military equipment usage for 2025. Certain items of military equipment, particularly consumables (munitions, distraction devices, pepper balls, chemical agents, etc.), are used throughout the year on a regular basis for training in order to maintain proficiency. Training usage is not captured in this section. This section only provides data for the operational use of military equipment listed within this annual equipment report.

Military Equipment Annual Report 2025

14 Unmanned Aerial Vehicle deployments:

The Turlock PD Unmanned Aerial Systems unit deployed designated equipment during 94 operational incidents during 2025. During some incidents more than one UAV of was deployed to maintain overlapping and/or continuous coverage.

• (5) Arrest / Search Warrant
• (1) Enhance Situational Awareness
• (4) Forensic Crime Scene
• (73) Perimeter and Overhead Search / Security
• (2) Special Event
• (3) Forensic / Crime Scene - Traffic Collision
• (2) Forensic / Crime Scene - Non-Traffic Collision
• (1) Emergency Response
• (5) Assist Other Agency
• (1) Fire

SWAT deployments where military equipment was used:

• (3) Operations which included emergency callouts and pre-planned events where our command vehicle was also deployed. During two of these operations our armored vehicle was deployed.
• (1) Security detail for community event.
• 3 Noise Flash Distraction Devices were deployed on various operations.

Other military equipment used in 2025:

• Our command post was deployed during the Stanislaus County Fair (July 11-20)

Complaints regarding use of Military Equipment:

The Turlock Police Department is dedicated to providing the best service possible to our community. We take pride in keeping members of our community safe and making sure Turlock remains a safe place to live and visit. During some incidents it becomes necessary to use force (which may include military equipment) against violent combative suspects in order to maintain their safety, the safety of the public, and officer safety. The Turlock Police Department is dedicated to investigating complaints regarding the use of our military equipment and will conduct these investigations in a fair, impartial, and expeditious manner.
• There were no complaints/investigations regarding the use of military equipment in 2025.

Military Equipment Annual Report 2025

15 Conclusion:

The Annual Military Equipment Report reflects the transparency the Turlock Police Department is committed to providing to our community and elected officials. The equipment, resources, and training outlined in this report allow the Department to better serve, protect, and enhance the safety of the public and our officers, enabling a critical incident to be brought to a peaceful and safe resolution.

City Council Staff Report
March 24, 2026

From: Jessie Dhami, Human Relations Director
Prepared by: James Governale, Management Analyst
Agendized by: Gary Hampton, Interim City Manager

1. ACTION RECOMMENDED:

Resolution: Appointing Katie O. Lucchesi to the position of City Attorney for the City of Turlock and approving the related employment agreement

2. NARRATIVE:

As a General Law City, in accordance with California Government Code § 36505, the City Council of the City of Turlock has the authority to appoint a City Attorney who serves as legal advisor to the City Council, City staff, and other boards and commissions of the City; represents the City in litigation; and directs the City’s legal services.

In September 2025, George Petrulakis announced his intention to resign from the office of City Attorney. Mr. Petrulakis has served in the role under a contract between the City of Turlock and Petrulakis Law & Advocacy, APC since February of 2021. In anticipation of this transition, the City initiated a recruitment effort for an in-house City Attorney to ensure continuity of legal services following the conclusion of the current contractual arrangement.

The Human Relations Department opened recruitment for the City Attorney position in November 2025. Following the screening and competitive recruitment process, Katie O.

Lucchesi was determined to be the strongest candidate for the City of Turlock. Ms. Lucchesi brings municipal law experience and familiarity with public sector legal practice, including advising local agencies on governance, regulatory compliance, and municipal operations.

This recruitment represents a departure from the contract City Attorney model that has been in place since the resignation of the City’s most recent in-house City Attorney, Phaedra Norton, whose employment with the City concluded in March 2018. The recruitment for an in-house City Attorney reflects the City’s interest in restoring an internal legal services model to provide consistent day-to-day legal guidance, institutional knowledge, and direct support to City operations.

Ms. Lucchesi has agreed to perform the duties of City Attorney pursuant to the Turlock Municipal Code, the City Attorney job description, and other applicable law. Her employment will be subject to an employment agreement, attached as Attachment 2. The agreement establishes the compensation, benefits, and other terms and conditions of employment for the position. The agreement has been reviewed and approved as to form by a representative of the City of Turlock’s Special Counsel, Kevin R. Dale of Atkinson, Andelson, Loya, Ruud & Romo (City Contract 2026-016), who assisted the City with legal review related to the recruitment and employment agreement for this position.

The proposed start date of April 27, 2026, or earlier if her schedule permits, will allow for an orderly transition of legal services responsibilities following Mr. Petrulakis’ resignation.

Agenda Staff Report
3/24/2026

Council action is required to appoint the City Attorney and approve the associated employment agreement.

3. FISCAL IMPACT / BUDGET AMENDMENT:

Per the terms of the employment agreement, Ms. Lucchesi will be placed at Step 5 of the City Attorney salary schedule (Range 47.4), which equates to $24,357 per month. The City Attorney’s salary is expensed to Fund 110 (General Fund), G/L account number 110-10- 108.41001, “Full Time Salaries.” The total fiscal impact, inclusive of salary and all benefits, in fiscal year 2025-2026 is $98,347.

The City currently budgets funding for contracted legal services within Fund 110 (General Fund), G/L account number 110-10-108.43009, “City Attorney Services.” With the transition from a contracted City Attorney model to an in-house position, a budget adjustment will be required to reallocate funding from contracted services to salary and benefit accounts associated with the City Attorney position.

Staff anticipates completing this adjustment through an administrative budget transfer, as approved by the Finance Director and the City Manager, within Fund 110 (General Fund), from G/L account number 110-10-108.43009, “City Attorney Services,” to various salary and benefit accounts within 110-10-108.

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. ALTERNATIVES:

1. The City Council could direct staff to renegotiate one or more terms of the agreement with Ms. Lucchesi and return with a revised agreement for Council consideration at a future meeting. This alternative is not recommended, as the agreement presented represents an arrangement that has been determined to be fair and competitive by both City and Ms.

Lucchesi.

2. The City Council could reject the appointment of Ms. Lucchesi and direct staff to continue the recruitment process to identify additional candidates for the position. This alternative is not recommended, as Ms. Lucchesi was determined to be the strongest candidate through the competitive recruitment process and the City is preparing for the transition following Mr.

Petrulakis’ resignation notice.

3. Provide staff with alternative direction.

6. ATTACHMENTS:

1. Draft Resolution- City Attorney

2. Employment Agreement - City Attorney

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK

RESOLUTION NO. 2026-

WHEREAS, California Government Code Section 36505 authorizes the City Council of a General Law City to appoint a City Attorney who serves as the legal advisor to the City Council, City staff, and boards and commissions; represents the City in litigation; and directs the City’s legal services; and

WHEREAS, the City of Turlock has historically utilized both in-house and contracted City Attorney service models; and

WHEREAS, in September 2025, George Petrulakis announced his intention to resign from the office of City Attorney, which he has served under a contract between the City of Turlock and Petrulakis Law & Advocacy, APC since February 2021; and

WHEREAS, in anticipation of this transition, the City initiated a recruitment effort in November 2025 to identify and appoint an in-house City Attorney in order to ensure continuity of legal services and restore an internal legal services model to support the City’s operational needs; and

WHEREAS, following a competitive recruitment, screening, and interview process conducted by the Human Relations Department, Katie O. Lucchesi was determined to be the strongest candidate for the position of City Attorney; and

WHEREAS, Ms. Lucchesi possesses municipal law experience and familiarity with public sector legal practice, including advising local agencies on governance, regulatory compliance, and municipal operations; and

WHEREAS, Ms. Lucchesi has agreed to perform the duties of City Attorney pursuant to the Turlock Municipal Code, the City Attorney job description, and other applicable law; and

WHEREAS, the terms and conditions of employment are set forth in an Employment Agreement between the City of Turlock and Katie O. Lucchesi; and

WHEREAS, this action is not a project under CEQA Guidelines Section 15378(b)(5) because the 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.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Turlock as follows:

1. The City Council hereby finds that the above recitations are true and correct }
}
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IN THE MATTER OF APPOINTING KATIE
O. LUCCHESI TO THE POSITION OF CITY

ATTORNEY FOR THE CITY OF TURLOCK

AND APPROVING THE RELATED

EMPLOYMENT AGREEMENT

Resolution No. 2026-

and, accordingly, are incorporated as a material part of this Resolution.

2. Katie O. Lucchesi is hereby appointed to the position of City Attorney for the City of Turlock, effective April 27, 2026, or earlier in accordance with her employment agreement.

3. The Employment Agreement between the City of Turlock and Katie O. Lucchesi is hereby approved.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 24th day of March, 2026, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

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

City Council Staff Report
March 24, 2026

From: Chris Jelinek, Deputy Fire Chief
Prepared by: Chris Jelinek, Deputy Fire Chief
Agendized by: Gary Hampton, Interim City Manager

1. ACTION RECOMMENDED:

Motion: Approving the purchase of one (1) Pierce Manufacturing, Inc. 107’ Velocity Tractor Drawn Aerial with pump and tank from Golden State Fire Apparatus, Inc., in a form approved by the City Attorney, pursuant to the Houston-Galveston Area Council contract FS12-23 in the amount of $2,368,699.41 in accordance with Turlock Municipal Code Section 2-7- 08(b)(5), allowing use of joint, cooperative, or leveraged purchasing plans without requiring an additional City bid procedure

2. NARRATIVE:

The Turlock Fire Department recommends replacement of its aging aerial ladder truck to maintain safe and reliable emergency response capability for the community. The department’s current aerial apparatus, Truck 32, entered service in 2001 and has exceeded the department’s recommended operational service life for frontline fire apparatus. Using the fleet evaluation methodology recommended in the Citygate Fire Services Master Plan, the vehicle scored 46 points, qualifying the apparatus for replacement (Table 1).

Fire apparatus reliability declines with age and extended operational use. Older units require increased maintenance, experience greater downtime, and create operational risk during emergency incidents. Maintaining dependable frontline apparatus is essential to firefighter safety and the protection of life and property within the City of Turlock.

Replacement of the current ladder truck with a Pierce 107’ Velocity Tractor Drawn Aerial (TDA) in a quint configuration will restore reliability to this critical apparatus while providing enhanced safety features and improved operational flexibility for the department.

The Purchasing Division has made the determination that this item does not require a competitive procedure due to TMC 2-7-08 (b) (5) that states, bidding is not required when engaged in joint, cooperative, or leveraged purchasing plans that have been solicited and awarded on a competitive basis.

Background / Discussion
The Fire Department utilizes an apparatus replacement model based on national best practices and the Citygate Fire Services Master Plan. The recommended lifecycle for frontline fire apparatus is:
• 10 years in frontline emergency response
• 5 additional years in reserve status

Because aerial apparatus typically experience lower annual mileage and less frequent

Agenda Staff Report
3/24/2026

deployment than engine companies, they may remain operationally reliable in frontline service beyond the 10-year benchmark. As a result, the proposed ladder truck is expected to provide extended frontline service life, further maximizing the City’s long-term investment while maintaining safe and reliable emergency response capability.

Truck 32, placed in service in 2001, now significantly exceeds the recommended lifecycle and has surpassed the replacement threshold identified in the Citygate fleet scoring model.

As apparatus age increases, reliability decreases and maintenance costs increase, reducing operational availability and increasing the risk of mechanical failure during emergency incidents.

Notably, due to current manufacturing demand and national order backlogs, ladder truck production lead times are currently estimated at 44–47 months.

Fire Service Truck Company Functions
Aerial ladder trucks perform specialized fire ground functions that complement engine companies. These functions include:
• Forcible entry
• Search and rescue operations
• Roof ventilation
• Ladder access to upper floors of buildings
• Deployment of elevated water streams
• Ground ladder placement
• Technical rescue support
• Scene lighting and elevated observation

Truck companies play a critical role in incidents involving multi-story buildings, commercial occupancies, and complex rescue environments. Maintaining reliable aerial ladder capability is also important for community property protection and ISO insurance considerations, as ladder trucks provide elevated access, rescue capability, and master stream operations needed to control fires and limit property loss in large or multi-story structures.

Advantages of a Tractor Drawn Aerial (TDA)
A Tractor Drawn Aerial (TDA), commonly referred to as a tiller truck, provides several operational advantages including:
• Exceptional maneuverability in urban environments
• Superior ability to navigate narrow streets and commercial building/apartment complex parking lots
• Shorter turning radius than traditional ladder trucks • Long aerial reach for multi-story buildings and elevated rescue operations These characteristics are particularly beneficial in portions of Turlock with constrained street and parking lot access.

Advantages of a Quint Apparatus

Agenda Staff Report
3/24/2026

The recommended apparatus will be configured as a quint, meaning it combines the functionality of both a fire engine and a ladder truck in a single apparatus. The Citygate Fire Services Master Plan specifically recommends replacing the department’s single-purpose aerial apparatus with an all-risk quint apparatus to maximize deployment flexibility and help improve first-unit response performance.

For mid-sized fire departments such as Turlock, this configuration provides several advantages:
• Dual capability to operate as either a fire engine or ladder truck depending on incident needs
• Greater deployment flexibility during simultaneous incidents • Ability to staff a station with a single multi-purpose apparatus, unlike a traditional "dry" ladder truck
• Enhanced initial fire attack capability while still performing critical truck company functions such as rescue and ventilation

Enhanced Safety Features
The proposed ladder truck incorporates numerous modern safety systems and design improvements not available on older fire apparatus.
• Advanced electronic stability control systems to reduce rollover risk • Enhanced braking systems and traction control
• Improved cab crash protection and occupant safety design • Multi-camera vehicle visibility system, including rear and side cameras displayed in the cab to improve driver awareness when maneuvering the apparatus. • LED scene lighting to improve nighttime incident safety • High visibility driver information displays and instrumentation to support safe apparatus operation.

These features significantly enhance firefighter safety while operating both during emergency response and on the fire ground.

TABLE 1: VEHICLE CONDITION SCORECARD
AGE 1 point per year based on in-service date
MILES/HOURS 1 point for every 10,000 miles or 250 hours of use

TYPE OF

SERVICE
5 points = Front-line emergency response
4 points = Reserve emergency response/surge capacity
3 points = Specialized apparatus/infrequent use
2 points = Light duty support vehicle
1 point = Apparatus/equipment with no planned replacement RELIABILITY Percent of total time out of service, excluding preventive maintenance:
5 points for less than 80% reliability

Agenda Staff Report
3/24/2026

4 points for 80–89% reliability
3 points for 90–94% reliability
2 points for 95-98% reliability
1 point for greater than 98% reliability

MAINTENANCE
& REPAIR COST
Total lifetime maintenance/repair costs excluding accident repairs:
1 point = Less than $15,000
2 points = $15,000 - $24,999
3 points = $25,000 - $49,999
4 points = $50,000 - $75,000
5 points = more than $75,000
CONDITION 1 point = Very Good
2 points = Good
3 points = Fair
4 points = Poor
POINT RANGE Less than 20 = excellent; 21–30 = good; 31–40 = qualifies for reserve; greater than 41 qualifies for replacement.

Reference: American Public Works Association (APWA), Planned Fleet Replacement (2021)

Using the Vehicle Condition Scorecard, the fire department's current aerial truck is rated as follows (Table 2):

TABLE 2: TFD LADDER TRUCK SCORING
Rig In Service Points Grade
Truck 32 2001 46 *REPLACEMENT PLANNED
Key:
<20 = Excellent
21-30 = Good
31-40 = Qualifies for reserve status
>41 Qualifies for replacement

3. FISCAL IMPACT / BUDGET AMENDMENT:

The Purchasing Division has made the determination that this item does not require a competitive procedure due to TMC 2-7-08 (b) (5) that states, bidding is not required when engaged in joint, cooperative, or leveraged purchasing plans that have been solicited and awarded on a competitive basis.

The Finance Department has reviewed both payment options and concludes that Option A (100% Pre-payment) has the greater or equal financial benefit than Option B (Payment at Time of Delivery or Pickup). Therefore, Option A is recommended. The cost breakdown is

Agenda Staff Report
3/24/2026

as follows:

PRODUCT DESCRIPTION PRICE
One (1) Pierce Manufacturing, Inc. 107’ Tractor Drawn Aerial $2,519,435.00 Pre-Payment Discount for 100% Payment at Time of Order (the “Prepayment Discount”)
($355,847.00)
SUBTOTAL $2,174,996.00

8.625% State Sales Tax $187,593.41
California Tire Fee $14.00
100% Performance Bond $6,096.00
GRAND TOTAL PURCHASE PRICE $2,368,699.41

Sufficient funds are available in Fiscal Year 2025-2026 for this purchase in Fund 506 (Vehicle/Equipment Replacement), G/L account number 506-00-000-304.51020 - Equipment Replacement for this purchase.

Based upon the fire department's apparatus replacement schedule, the next planned fire engine replacements should occur in 2030. To plan for this, the Fire Department will continue seeking funds for savings in the Fire Department equipment replacement account (Fund 506) during normal annual budget processes.

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. ALTERNATIVES:

Alternative 1 – Payment at Time of Delivery
Approve the purchase with payment due at time of delivery.

This would result in no early-payment cost savings and the final purchase price would be higher than the action recommended ($2,736,750.27).

Alternative 2 – Defer the purchase
Considerations:
• Continued increase in maintenance costs for the existing ladder truck • Increased risk of mechanical failure or apparatus downtime • Potential cost escalation due to inflation in fire apparatus manufacturing • Possible extended delivery timelines due to industry-wide production demand

Agenda Staff Report
3/24/2026

6. ATTACHMENTS:

1. Golden State Fire Apparatus - Proposal # 30316-26AQ

PREPARED ESPECIALLY FOR:

CITY OF TURLOCK

FIRE DEPARTMENT

One (1) Pierce Manufacturing, Inc.
107’ Velocity Quint Tractor Drawn Aerial

Product Proposal
Standard Terms and Conditions (Exhibit A)
Product Specifications (Exhibit B)
▪ Supporting Documents (If Applicable)
◦ Electrical Analysis
◦ Turning Radius Report
Product Warranties (Exhibit C)
Dealer Supplied Products and/or Services (Exhibit D)

TABLE OF CONTENTS
1 2
3 4
5 goldenstatefire.com

JROGHQVWDWHĆUHFRP

PRODUCT
PROPOSAL1

OPTION A
100% PRE-PAYMENT

This will be the price of the Product(s)
contingent upon the Customer paying the
Grand Total Purchase Price to GSFA within
thirty (30) calendar days of the Executed Date
pursuant to the Payment Terms

Please note this discount is also available contingent upon a Third Party (Leasing Company) paying 100% of the Grand Total Purchase Price on behalf of the Customer to GSFA within thirty (30) calendar days of the Executed Date pursuant to the Payment Terms

IF YOU ELECT THIS OPTION,

IT RESULTS IN A SAVINGS OF
($368,050.86) OFF

OF THE GRAND TOTAL OF OPTION B

goldenstatefire.com

7400 Reese Road, Sacramento, CA 95828 | 916.330.1638

PRODUCT PROPOSAL FOR:

City of Turlock Fire Department
244 N Broadway
Turlock, CA 95380
Sales Consultant
Dewayne Young
[email protected]
Mobile: (209) 777-0650

Golden State Fire Apparatus, Inc. (“ GSFA”) is pleased to provide this proposal for the fire apparatus(es) and equipment identified below (the " Product”) to CITY OF TURLOCK (“Customer ”) for consideration. This proposal (this “ Product Proposal ”) includes the following exhibits attached hereto: the Standard Terms and Conditions attached as Exhibit A (the “Terms and Conditions ”); the Product Specifications attached as Exhibit B (the “Specifications ”); the Product Warranties attached as Exhibit C; and the Dealer Supplied Products and/or Services attached as Exhibit D (the “Dealer Supplied Products/Services List ”) (all of the foregoing, collectively, the “ Agreement ”). Through its signature below or other Acceptance (as defined on page 2), Customer a cknowledges having received and read, and agrees to be bound by, the Agreement. The Agreement shall be effective as of the latest date appearing in the signature blocks below (the “ Executed Date”).

PAYMENT TERMS – Customer shall pay the total purchase price set forth directly above (the “Grand Total Purchase Price”) to GSFA within thirty (30) calendar days of the Executed Date. If payment of the Grand Total Purchase Price is late, a late fee as sp ecified in section 6 of the Terms and Conditions may be applied, and the Prepayment Discount may be adjusted, and the Grand Total Purchase Price increased in accordance with section 2.c of the Terms and Conditions. Customer shall pay any balance due as a result of Change Orders as described in the Terms and Conditions.

MANUFACTURER – Customer acknowledges that GSFA is not an agent of the Product manufacturer identified above (“Manufacturer”) and is not capable of binding Manufacturer. Within five (5) business days of the Executed Date, GSFA shall submit an order form to the Manufacturer for the Product. GSFA’s further performance under the Agreement is contingent upon Manufacturer’s acceptance of such order form at the price and on the terms GSFA believed to be available when submitting this Product Proposal to Customer. If Manufacturer rejects such order as submitted or fails to respond to GSFA within a reasonable SUBMITTED DATE EXPIRATION DATE GSFA PROPOSAL # MANUFACTURER BID # MANUFACTURER CONSORTIUM 03/16/2026 04/30/2026 at
4:00 PM PST 30316-26AQ 989 Pierce
Manufacturing Inc.

HGAC contract FS12-
23, Model 23A-110

ITEM PRODUCT DESCRIPTION UNIT PRICE
A One (1) Pierce Manufacturing, Inc. 107’ Velocity Quint Tractor Drawn Aerial 2,519,435.00 B Discount for 100% Payment at Time of Order (the “Prepayment Discount”) (355,847.00) C SUBTOTAL 2,174,996.00
D 8.625% State Sales Tax 187,593.41
E California Tire Fee 14.00
F 100% Payment and Performance Bond 6,096.00
G GRAND TOTAL PURCHASE PRICE 2,368,699.41

goldenstatefire.com

7400 Reese Road, Sacramento, CA 95828 | 916.330.1638
amount of time, GSFA shall notify Customer in writing, and unless GSFA and Customer otherwise agree in writing , the Agreement shall then terminate and have no further force or effect.

PRODUCT COMPLETION – The Product shall be ready for final inspection by Customer at the manufacturing facility within approximately 44 to 47 MONTHS after the Executed Date. The foregoing estimate is provided as a good faith approximation as of the date of submission of this Product Proposal and is subject to the Terms and Conditions.

PREDELIVERY SERVICE – If applicable, after transportation from the manufacturing facility and prior to final delivery or pick up, the Product shall receive those additional Products and/or services identified on the Dealer Supplied Products/Services List. It is estimated that such a service will add approximately 0.5 to 1 MONTH(S) to the above Product completion estimate. The foregoing estimate is provided as a good faith approximation as of the date of submission of this Product Proposal and is subject to the Terms and Conditions.

PROPOSAL EXPIRATION – This Product Proposal supersedes any previous proposal(s) presented to Customer by GSFA and its employees and may be accepted by Customer on or before the Expiration Date identified above. Unless accepted by the Expiratio n Date, GSFA reserves the right to withdraw this Product Proposal or to alter its terms (including by providing updated Product pricing) prior to an order being accepted.

PURCHASE ORDER – Any PO shall be made out to: Golden State Fire Apparatus, Inc. – 7400 Reese Road – Sacramento, CA 95828.

ACCEPTANCE – ACCEPTANCE OF THIS PROPOSAL CREATES AN ENFORCEABLE BINDING AGREEMENT BETWEEN GSFA AND CUSTOMER. “ACCEPTANCE” MEANS THAT THE CUSTOMER DELIVERS TO GSFA: (A) A SIGNED COPY OF THIS PRODUCT PROPOSAL, OR (B) A SIGNED COPY OF A PURCHASE ORDER INCORPORATING THE AGREEMENT IN ITS ENTIRETY. ANY ADDITIONAL OR DIFFERENT TERMS, WHETHER CONTAINED IN CUSTOMER’S FORMS OR OTHERWISE PRESENTED BY CUSTOMER AT ANY TIME, ARE HEREBY REJECTED AND OF NO EFFECT UNLESS APPROVED IN WRITING SIGNED BY GSFA.

COUNTERPARTS - This Product Proposal may be executed in multiple counterparts, each of which shall be deemed an original (including copies sent to a party by electronic transmission) as against the party signing such counterpart, but which together shall constitute one and the same instrument. A signed copy of this Product Proposal delivered by facsimile, email or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Product P roposal.

If this Product Proposal is returned to GSFA with the signature of Customer’s authorized representative but without an attest ation or co-signers signature, then absent Customer’s written notice to the contrary, GSFA shall be entitled to rely on such single signature as sufficient evidence of the signatory’s authority to execute the Agreement and bind Customer thereby.

INTENDING TO CREATE A BINDING AGREEMENT, Customer and GSFA have each caused this Product Proposal dated 03/16/2026, GSFA Proposal Number 30316-26AQ to be executed by their duly authorized representatives effective as of the Executed Date.

ACCEPTED AND AGREED TO BY CUSTOMER ACCEPTED AND AGREED TO BY GSFA

__________________________________________________ _________________________________________________ Signature of Authorized Customer Representative Signature of Authorized GSFA Representative

__________________________________________________ _________________________________________________ Print Name Print Name

__________________________________________________ _________________________________________________ Title Title

__________________________________________________ _________________________________________________ Date Date

OPTION B

PAYMENT AT TIME OF DELIVERY OR PICKUP

This will be the price of the Product(s) contingent
upon the Customer paying the Grand Total
Purchase Price to GSFA at time of delivery or pickup
pursuant to the Payment Terms

goldenstatefire.com

7400 Reese Road, Sacramento, CA 95828 | 916.330.1638

PRODUCT PROPOSAL FOR:

City of Turlock Fire Department
244 N Broadway
Turlock, CA 95380
Sales Consultant
Dewayne Young
[email protected]
Mobile: (209) 777-0650

Golden State Fire Apparatus, Inc. (“ GSFA”) is pleased to provide this proposal for the fire apparatus(es) and equipment identified below (the " Product”) to CITY OF TURLOCK (“Customer ”) for consideration. This proposal (this “ Product Proposal ”) includes the following exhibits attached hereto: the Standard Terms and Conditions attached as Exhibit A (the “Terms and Conditions ”); the Product Specifications attached as Exhibit B (the “Specifications ”); the Product Warranties attached as Exhibit C; and the Dealer Supplied Products and/or Services attached as Exhibit D (the “Dealer Supplied Products/Services List ”) (all of the foregoing, collectively, the “ Agreement ”). Through its signature below or other Acceptance (as defined on page 2), Customer acknowledges having received and read, and agrees to be bound by, the Agreement. The Agreement shall be effective as of the latest date appearing in the signature blocks below (the “ Executed Date”).

PAYMENT TERMS – Customer shall pay the total purchase price set forth directly above (the “Grand Total Purchase Price”) to GSFA no later than the time of GSFA’s delivery of the applicable Product to Customer’s address listed above (or Customer’s pick up of such Product at GSFA’s facilities, if approved by GSFA). GSFA shall have no obligation to deliver, or permit pick up of the Product if the Customer does not have full payment ready when the Product is complete and ready to deliver or pick up, as applicable. Custom er shall pay any balance due as a result of Change Orders as described in the Terms and Conditions .

MANUFACTURER – Customer acknowledges that GSFA is not an agent of the Product manufacturer identified above (“Manufacturer”) and is not capable of binding Manufacturer. Within five (5) business days of the Executed Date, GSFA shall submit an order form to the Manufacturer for the Product. GSFA’s further performance under the Agreement is contingent upon Manufacturer’s acceptance of such order form at the price and on the terms GSFA believed to be available when submitting this Product Proposal to Customer. If Manufacturer rejects such order as submitted or fails to respond to GSFA within a reasonable amount of time, GSFA shall notify Customer in writing, and unless GSFA and Customer otherwise agree in writing , the Agreement shall then terminate and have no further force or effect.

PRODUCT COMPLETION – The Product shall be ready for final inspection by Customer at the manufacturing facility within approximately 44 to 47 MONTHS after the Executed Date. The foregoing estimate is provided as a good faith approximation as of the date of submission of this Product Proposal and is subject to the Terms and Conditions.

SUBMITTED DATE EXPIRATION DATE GSFA PROPOSAL # MANUFACTURER BID # MANUFACTURER CONSORTIUM 03/16/2026 04/30/2026 at
4:00 PM PST 30316-26BQ 989 Pierce
Manufacturing Inc.

HGAC contract FS12-
23, Model 23A-110

ITEM PRODUCT DESCRIPTION UNIT PRICE
A One (1) Pierce Manufacturing, Inc. 107’ Velocity Quint Tractor Drawn Aerial 2,519,435.00 B 8.625% State Sales Tax 217,301.27
C California Tire Fee 14.00
D GRAND TOTAL PURCHASE PRICE 2,736,750.27

goldenstatefire.com

7400 Reese Road, Sacramento, CA 95828 | 916.330.1638

PREDELIVERY SERVICE – If applicable, after transportation from the manufacturing facility and prior to final delivery or pick up, the Product shall receive those additional Products and/or services identified on the Dealer Supplied Products/Services List. It is estimated that such a service will add approximately 0.5 to 1 MONTH(S) to the above Product completion estimate. The foregoing estimate is provided as a good faith approximation as of the date of submission of this Product Proposal and is subject to the Terms and Conditions.

PROPOSAL EXPIRATION – This Product Proposal supersedes any previous proposal(s) presented to Customer by GSFA and its employees and may be accepted by Customer on or before the Expiration Date identified above. Unless accepted by the Expiratio n Date, GSFA reserves the right to withdraw this Product Proposal or to alter its terms (including by providing updated Product pricing) prior to an order being accepted.

PURCHASE ORDER – Any PO shall be made out to: Golden State Fire Apparatus, Inc. – 7400 Reese Road – Sacramento, CA 95828.

ACCEPTANCE – ACCEPTANCE OF THIS PROPOSAL CREATES AN ENFORCEABLE BINDING AGREEMENT BETWEEN GSFA AND CUSTOMER. “ACCEPTANCE” MEANS THAT THE CUSTOMER DELIVERS TO GSFA: (A) A SIGNED COPY OF THIS PRODUCT PROPOSAL, OR (B) A SIGNED COPY OF A PURCHASE ORDER INCORPORATING THE AGREEMENT IN ITS ENTIRETY. ANY ADDITIONAL OR DIFFERENT TERMS, WHETHER CONTAINED IN CUSTOMER’S FORMS OR OTHERWISE PRESENTED BY CUSTOMER AT ANY TIME, ARE HEREBY REJECTED AND OF NO EFFECT UNLESS APPROVED IN WRITING SIGNED BY GSFA.

COUNTERPARTS - This Product Proposal may be executed in multiple counterparts, each of which shall be deemed an original (including copies sent to a party by electronic transmission) as against the party signing such counterpart, but which together shall constitute one and the same instrument. A signed copy of this Product Proposal delivered by facsimile, email or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Product P roposal.

If this Product Proposal is returned to GSFA with the signature of Customer’s authorized representative but without an attest ation or co-signers signature, then absent Customer’s written notice to the contrary, GSFA shall be entitled to rely on such single signature as sufficient evidence of the signatory’s authority to execute the Agreement and bind Customer thereby.

INTENDING TO CREATE A BINDING AGREEMENT, Customer and GSFA have each caused this Product Proposal dated 03/16/2025, GSFA Proposal Number 30316-26BQ to be executed by their duly authorized representatives effective as of the Executed Date.

ACCEPTED AND AGREED TO BY CUSTOMER ACCEPTED AND AGREED TO BY GSFA

__________________________________________________ _________________________________________________ Signature of Authorized Customer Representative Signature of Authorized GSFA Representative

__________________________________________________ _________________________________________________ Print Name Print Name

__________________________________________________ _________________________________________________ Title Title

__________________________________________________ _________________________________________________ Date Date

JROGHQVWDWHĆUHFRP

STANDARD TERMS

AND CONDITIONS
Exhibit “A”
2

1 STANDARD TERMS AND CONDITIONS

1. Definitions.

a. “Agreement” has the meaning given in the Product Proposal. b. “Customer” means the customer identified in the Product Proposal. c. “Dealer Preparation,” if applicable, means additional product(s) and/or services added or provided by GSFA after Manufacturer’s completion of the Product and transportation to GSFA’s premises prior to delivery to Customer, in accordance with the Dealer Supplied Products/Services List and/or a valid Change Order(s). d. “Dealer Supplied Products/Services List” means the Dealer Supplied Products and/or Services List attached to the Product Proposal as Exhibit D, which reflects all Dealer Pre paration under the Agreement absent a valid Change Order(s).
e. “Grand Total Purchase Price ” means the total purchase price for the Product identified in the Product Proposal (subject to any adjustments required or permitted by these Terms and Conditions, including by the execution of a valid Change Order(s)).
f. “GSFA” means Golden State Fire Apparatus, Inc., a California corporation. g. “Manufacturer” means the person or persons, company, firm, corporation, partnership, or other organization identified in the Product Proposal as responsible for manufacturing the Product . h. “Party” or “Parties” means GSFA and/or Customer, as applicable. i. “Prepayment Discount” means a discount to the purchase price for the Product granted to Customer in connection with Customer’s advance payment of the Grand Total Purchase Price (or portion thereof, as specified in the Product Proposal), if applicable.
j. “Product” means the fire apparatus(es) and any associated equipment listed in the Product Proposal and further described in the Specifications.
k. “Product Proposal” means the GSFA proposal executed by Customer to which these Terms and Conditions are attached.
l. “Product Warranties ” means the Manufacturer warranties for the Product attached to the Product Proposal as Exhibit C.
m. “Specifications” means the specifications for the Product attached to the Product Proposal as Exhibit B. n. “Terms and Conditions ” means these Standard Terms and Conditions , which are attached to the Product Proposal as Exhibit A.

2. Purchase and Payment.

a. Purchase. Customer agrees to purchase the Product a t the Grand Total Purchase Price (as such amount may be adjusted in accordance with these Terms and Conditions) , pursuant to the payment terms set forth in the Product Proposal. The Grand Total Purchase Price is payable in U.S. dollars.

b. Contingency Reserve Fund. The Grand Total Purchase Price may include an amount to be set aside for the purpose of funding any future costs or financial obligations incurred by Customer under the Product Proposal or any valid Change Order(s) (the “Contingency Reserve Fund”). If applicable, the amount of any required Contingency Reserve Fund will be set forth in either the Product Proposal or Exhibit D. The Contingency Reserve Fund may be withdrawn against by Customer or GSFA for the purpose of satisfying Customer’s payment obligations under the initial Product Proposal or any valid Change Order (s) (including, without limitation, a Change Order submitted by GSFA pursuant to Section 8.b). If a Contingency Reserve Fund is required under the Agreement, the amount of such fund is not intended as an estimate of the actual additional costs of contingencies, Change Orders, unforeseen items or other required work that may be incurred under the Agreement after submission of the Product Proposal to Customer, which amounts Customer acknowledges may exceed the Contingency Reserve Fund amount. The balance of any Contingency Reserve Fund will be credited against Customer’s payment obligations, or otherwise returned to Customer within thirty (30) calendar days of delivery of all Products under the Agreement (provided that Customer has paid all amounts owed under the Agreement as of such date).

2 c. Prepayment Discount . If GSFA has granted Customer a Prepayment Discount, Customer must provide each associated prepayment (each, a “ Prepayment”) within the time frame specified in the Product Proposal in order to receive such discount. Custom er’s failure to timely make any Prepayment may result in: (i) GSFA’s termination of the Agreement; and/or (ii) Customer’s loss of the Prepayment Discount for the portion of the Grand Total Purchase Price represented by such outstanding Prepayment and the application of a late f ee as set forth in Section 6, in each case in GSFA’s sole discretion.

d. State Sales Tax . Customer shall be responsible for the cost of state sales tax associated with, or attributable to, the Product. The taxes stated in the Product Proposal are subject to adjustment for the applicable state sales tax rate in effect at the time of delivery. Therefore, the sales tax set forth on the Product Proposal is only an estimate of such taxes and will be increased or decreased at the time of d elivery if a change in the applicable sales tax rate has occurred, in which case Customer shall pay GSFA (or be refunded by GSFA) the difference in the applicable sales tax.

3. Product Completion Date . Within thirty (30) calendar days of the date on which the last required signatory executes the Product Proposal (such date, the “Executed Date”), GSFA shall submit to Customer a tentative Product completion date based on the then -estimated time to complete the manufacturing of the Product(s) and for the Product(s) to be ready for inspection and final approval by Customer at the manufacturing facility (which may differ from the Product completion estimate contained in the Product Proposal) . Due to global supply chain constraints, any Product completion date contained herein, or in the Product Proposal, or otherwise provided to Customer, is a good faith estimate only as of the date provided to Customer , and merely an approximation based on current information available to GSFA and Manufacturer . Customer shall not be entitled to rely on any such estimate, and GSFA shall have no liability to Customer for a failure by GSFA or Manufacturer to meet any such estimate. All Product completion estimates are subject to modification and, if applicable, GSFA will provide updates to such estimates to Customer when available.

4. Stock / Demo Units. Notwithstanding any other provision contained in the Agreement (including Section 12 hereof concerning warranties), any Products constituting stock/demo unit(s) are sold to Customer on an as-is, first-come and first-served basis and GSFA makes no further representation or warranty to any customer with respect to such unit(s). Regardless of the terms of the Product Proposal, GSFA shall only be obligated to sell such stock/demo unit(s) to the first customer to enter into a purchase agreement with GSFA identifying such unit(s), and after the execution by GSFA of such agreement any subsequent purchase agreement (including the Agreement, as applicable) shall have no further force or effect with respect to such unit(s).

5. Multiple Unit Purchase. If the Grand Total Purchase Price includes pricing for multiple Products, the Product price stated in the Product Proposal shall only be valid if the quantity of Products being proposed are purchased at the same time, pursuant to the same Agreement. GSFA shall have no obligation to offer the same price for any Product if purchased by Customer pursuant to a later purchase agreement.

6. Late Fee; Storage Fee. A late fee equal to 0.033% of the outstanding portion of the Grand Total Purchase Price will be charged per calendar day for overdue payments beginning ten (1 0) calendar days after the payment is due and continuing for the first thirty (30) calendar days thereafter. After such thirty (30) calendar day period , the late fee shall increase to 0.044% per calendar day until payment of the outstanding portion of the Grand Total Purchase Price is received; provided that if Customer is a public agency, the foregoing late fees shall not exceed the statutory limit set forth in Section 926.10 of the California Government Code . If Customer is unable to satisfy the delivery requirements hereunder or is unwilling to take delivery of the Product, then GSFA shall be entitled to a storage charge running from the earlier of: (i) the date of delivery agreed to between GSFA and Customer (provided GSFA is willing and able to deliver the Product on such date) , or (ii) twenty-one ( 21) calendar days after GSFA notifies Customer that the Product is available for delivery. The storage charge is equal to: (i) $175.00 per calendar day per apparatus stored, or (ii) the actual charges incurred by GSFA with a third party for storage of the Product, whichever is greater. Such storage charge shall continue until the actual time of d elivery and Customer’s po ssession of the Product, and any such storage by GSFA or such third party shall be at the sole risk of Customer.

3 7. Delivery; Inspection and Acceptance.

a. Delivery. Subject to Section 5 hereof, the Product is scheduled to be delivered to the location and within the time period specified in the Product Proposal . Such delivery date is an estimate, and GSFA is , notwithstanding this Section 7.a, not bound to such date unless it otherwise agrees in a separate writing to complete delivery by a date certain. For the avoidance of doubt, GSFA is not responsible for delivery delays caused by or because of actions, omissions or conduct of Customer, the Manufacturer, or their respective employees, affiliates, suppliers, contractors, and carriers. Risk of loss for the Product shall pass to Customer at the point and time of delivery (which shall include an attempted d elivery by GSFA which cannot be complet ed due to any act or omission of Customer) .

However, title to the Product shall only pass to Customer upon d elivery if Customer has then fully paid GSFA all amounts due hereunder (including additional amounts due under any valid Change Order). Absent GSFA’s separate written agreement, which it may or may not provide in its sole and absolute discretion, d elivery of the Product will not occur before Customer has fully paid all amounts due under the Agreement and provided proof of insurance reasonably satisfactory to GSFA. If GSFA permits Customer to take possession of the Product prior to such payment, Customer may not mount equipment, conduct training, or place the Product into service until all amounts due under the Agreement have been paid. If Customer has ordered multiple Products, GSFA reserves the right to deliver such Products in installments and to separately invoice Customer for such Products.

b. Inspection and Acceptance . Upon delivery, Customer shall have ten (10) calendar days within which to inspect the Product for substantial conformance to the Specifications, and in the event of substantial non- conformance to the Specifications to furnish GSFA with written notice sufficient to permit GSFA to evaluate such non-conformance (“ Notice of Nonconformance to Specifications ”). Contingent upon part availability and Customer’s cooperation, any Product not in substantial conformance to material Specifications shall be remedied by GSFA (by repair or replacement, at GSFA’s election) within thirty (30) calendar days from GSFA’s receipt of the Notice of Nonconformance to Specifications. In the event GSFA does not receive a Notice of Nonconformance to Specifications within ten (10) calendar days of d elivery, the Product will be deemed to be in conformance with Specifications and accepted by Customer.

8. Changes to Agreement Terms.

a. Change Orders . The Customer may request that GSFA incorporate a change to the Product or the Specifications for the Product, or GSFA may submit changes to the Agreement required or permitted to be made by GSFA (pursuant to Section 8.b or otherwise), by delivering a written Change Order to the other party hereto , which shall include a description of the proposed change sufficient to permit the receiving party to evaluate such change (either, a “Change Order”). For any Change Order submitted by Customer, GSFA will provide Customer a written response (a “Response”) stating (i) whether GSFA will accommodate such Change Order (which GSFA may decide in its sole and absolute discretion) ; and (ii) the terms of the modification to the order, including any increase or decrease in the Grand Total Purchase Price resulting from such Change Order, a date on which any increase in the Grand Total Purchase Price must be paid, and an estimate of any effect on production scheduling or delivery resulting from such Change Order. Customer shall have seven (7) calendar days after receipt of the Response to notify GSFA as to whether Customer desires to make the changes GSFA has approved in the Response. In the event Customer countersigns GSFA’s Response, Customer shall pay the increase (or be refunded the decrease) in the Grand Total Purchase Price by the date specified in the Response. GSFA may also send Customer a Change Order to account for any changes to the Agreement required or permitted to be made by GSFA (including those changes required pursuant to Section 8.b hereof), and such Change Order shall be effective upon d elivery to Customer unless Customer elects to terminate the applicable Product order under the Agreement in accordance with Section 9.

b. Additional Changes.

i. Component Price Volatility ; Increases Imposed by Manufacturer . GSFA shall not be responsible for (i) any unforeseen price increase or surcharge enacted by suppliers of major components of the Product (including but not limited to commercial chassis, engine, transmission, and fire pump); or (ii) price increases imposed on GSFA by Manufacturer pursuant to Manufacturer’s terms and conditions for sale of the Product (a “Manufacturer

4 Price Increase”), after Customer becomes bound by the Agreement . Customer shall be responsible for all amounts arising from a ny price increas es for major components of the P roduct (including all ass ociated taxes an d fees thereon) or any Manufacturer Price Increase s occurring after the execution of the Agreement which increase the cost of the Product to GSFA , and such amounts will be documented on a Change Order adjusting the Grand Total Purchase Price accordingly . Customer shall pay any such p rice increase prior to Product delivery. A Manufacturer Price Increase may include, but shall not be limited to, an increase in Product price resulting from an increase in the Producer Price Index of Components for Manufacturing (see www.bls.gov Series ID: WPUID6112) in excess of a compounded annual growth rate of five percent (5%), as measured between the month Manufacturer accepts the applicable Product order and the month that is fourteen (14) months prior to the then- current estimated Product completion date (the foregoing, a “ PPI-Based Price Increase”) . If, upon Customer’s receipt of a Change Order reflecting a PPI-Based Price Increase, Customer elects to terminate the applicable Product o rder in accordance with Section 8.b.iii rather than pay such increase, then in lieu of the cancellation fees described in Section 9.a hereof GSFA shall be entitled to recover and Customer shall pay GSFA’s actual non- reimbursable costs incurred in connection with the Product order through the date of Customer’s termination of such Product order.

ii. New Legal Standards. In the event the Product design, materials or specifications require an alteration arising from new regulations issued by any governmental entity or trade association, including, but not limited to, the NFPA, DOT, and EPA , and such alteration increases the cost of the Product to GSFA , Customer shall be responsible for changes to the Grand Total Purchase Price arising from such alteration. GSFA shall promptly notify Customer when it becomes aware of any potential or required change in regulations occurring prior to delivery that would impact the Product purchased.

iii. Change Orders. Customer shall execute any Change Order submitted by GSFA documenting any of the changes required or permitted by Sections 8.b.i and 8.b.ii above (which shall, to the extent practicable, itemize any increases in the Grand Total Purchase Price and specify a commercially reasonable date by which Customer must pay such increase), unless Customer instead elects to terminate the applicable Product order under the Agreement within fifteen (15 ) calendar days of Customer’s receipt of such Change Order and in accordance with Section 9.

Absent such a termination, failure or refusal to execute a Change Order does not alter Customer’s obligations under this Section 8.b.

c. Changes in Commercial Specifications . Specifications for all components of the Product manufactured by companies other than the Manufacturer are subject to change without notice. Specifications for such components will be as available at the time of manufacture of the Product. GSFA shall not be liable for any deviations in such specifications arising from a substitution of components or changes in the design of any component by their original manufacturer.

9. Termination.

a. By Customer. Customer may terminate a Product order identified in the Product Proposal o r a Change Order by providing written notice to GSFA in accordance with Section 16 hereof. If Customer elects to terminate a Product order, Customer shall pay GSFA a cancellation fee as follows: (a) after the Product order is accepted and entered by GSFA , 10% of the portion of the Grand Total Purchase Price applicable to such Product (including all associated taxes, fees and costs) (such amount, the “ Product Purchase Price ”); (b) after completion of the pre - construction phase of the order process , 20% of the Product Purchase Price ; and (c) after the requisition of any materials or commencement of any manufacturing or assembly of the Product by either GSFA or Manufacturer but before substantial completion of such Product, 50% of the Product Purchase Price. Customer shall not be permitted to terminate a Product order after substantial completion of manufacturing and assembly of such Product (excluding any Dealer Preparation or other pre -delivery services or untypical Product customization, if applicable).

Notwithstanding the foregoing, if the applicable tier of cancellation fee is not sufficient to cover all actual costs and fees incurred by GSFA with Manufacturer in connection with Customer’s termination of the Product order (“Manufacturer Termination Fees”), then in addition to such cancellation fee Customer shall pay the balance of all Manufacturer Termination Fees. If Customer received a Prepayment Discount, such discount shall not be considered for the purpose of calculating the above cancellation fee. The tier of cancellation fee applicable to any cancellation,

5 as well as the determination of whether a Product has reached substantial completion, shall be in the sole and absolute discretion of GSFA. Customer may request a fee waiver, and GSFA, in its sole discretion, may agree to waive and/or adjust such fee . GSFA will return the balance of the Grand Total Purchase Price or Product Purchas e Price, as applicable, within thirty (30) calendar days of the effective date of the cancellation of the Product order or termination of the Agreement.

Customer may terminate the Agreement for an Event of Default by GSFA after providing GSFA with written notice in accordance with Section 16 (which notice shall describe with reasonably particularity the Event of Default justifying such termination ) if such Event of Default remains uncured (if capable of cure) thirty (30) days following GSFA’s receipt of such notice; provided, however, that the foregoing cure period shall continue if and for so long as GSFA has commenced and is continuing to undertake commercially reasonable efforts to cure such Event of Default as promptly as reasonably practicable.

b. By GSFA . GSFA may terminate the Agreement for an Event of Default by Customer after providing Customer with written notice in accordance with Section 16 (which notice shall describe with reasonably particularity the Event of Default justifying such termination) if such Event of Default remains uncured (if capable of cure) thirty (30) days following Customer’s receipt of such notice; provided, however, that the foregoing cure period shall continue if and for so long as Customer has commenced and is continuing to unde rtake commercially reasonable efforts to cure such Event of Default as promptly as reasonably practicable. Notwithstanding the foregoing, GSFA may terminate the Agreement effective immediately upon written notice to Customer for Customer’s failure to pay any amount owed under the Agreement when due .

Notwithstanding any other provision of this Agreement, if Customer terminates a Product order in accordance with Section 9.a above, GSFA may elect to instead terminate the Agreement upon notice to Customer in accordance with Section 16 hereof. If GSFA terminates the Agreement in accordance with this Section 9 .b, Customer shall pay the applicable tier of cancellation fee for all Products pursuant to Section 9.a above as if Customer had elected to terminate each applicable Product order.

c. Based on Discontinuation or Cancellation by Manufacturer . In the event that Manufacturer cancels a Product order (provided that such cancellation is not the result of an act by Customer in violation of the Agreement) or discontinues the manufacture o f a Product prior to its completion and d elivery: (i) if such Product is the only Product contemplated under the Agreement, then the Agreement shall terminate; or (ii) if additional Products are contemplated under the Agreement, then only the Product order for the applicable cancelled or discontinued Product shall be terminated . Such Agreement termination or Product termination , as applicable, shall be effective upon GSFA’s written notice to Customer of such cancellation or discontinuance in accordance with Section 16 hereof.

GSFA’s only obligation to Customer in such event shall be the return of any Prepayment paid by Customer for the cancelled or di scontinued Product. For the avoidance of doubt, the cancellation fees contemplated in Section 9.a hereof shall not apply in the event of a termination pursuant to this Section 9.c .

10. Customer’s Obligations . Customer shall provide its timely and best efforts to cooperate with GSFA and Manufacturer during the Product manufacturing and Dealer Preparation process. Reasonable and timely cooperation includes, without limitation, Customer’s providing timely information in response to any requests from Manufacturer or GSFA and the participation of Customer’s authorized representatives in traveling to Manufacturer’s facility for inspections and approval of the Product , including a final approval before the Product leaves Manufacturer’s facility.

11. Representations and Warranties . Customer hereby represents and warrants to GSFA as of the Executed Date that the execution of the Agreement and the purchase of the Product(s) and performance of the other obligations of Customer under the Agreement have been approved by Customer in accordance with applicable general laws and, as applicable, Customer’s charter, ordinances , purchasing policies, and other governing documents, and executed by the appropriate Customer employees, officials, and/or representatives , and fundi ng for Customer’s performance of its obligations under the Agreement has been duly budgeted and appropriated by Customer.

6 12. Standard Warranty . All applicable M anufacturer warranties are contained in the Product Warranties . Any additional warranties must be expressly approved in a writing signed by GSFA, and Customer acknowledges and agrees that Manufacturer will not be liable for any such additional warranties .

a. Disclaimer. OTHER THAN AS EXPRESSLY SET FORTH IN THE AGREEMENT, GSFA, ITS AFFILIATES, AND THEIR

RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES, DO NOT MAKE

ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCT (WHETHER RELATING TO THE CONDITION

OR QUALITY OF THE PRODUCT, OR OTHERWISE) PROVIDED HEREU NDER OR OTHERWISE REGARDING THE

AGREEMENT (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY APPLICABLE DEALER PREPARATION) , WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY

IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY AGAINST INFRINGEMENT, THE

IMPLIED WARR ANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE , AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED BY GSFA.

STATEMENTS MADE BY SALES CONSULTANTS OR IN PROMOTIONAL MATERIALS DO NOT CONSTITUTE WARRANTIES.

b. Exclusions of Incidental and Consequential Damages . In no event shall GSFA be liable for special, consequential, incidental, indirect or punitive damages incurred by Customer in connection with any matter ar ising out of or relating to the Agreement, or the breach thereof, even if GSFA has been advised of the possibility of such damages, and regardless of whether such damages arise out of breach of warranty, the Agreement, indemnity, whether resulting from non -delivery or from GSFA’s own negligence, or otherwise, except and solely to the extent such damages arise from the gross negligence or willful misconduct of GSFA.

13. Default. The occurrence of one or more of the following events (each, an “Event of Default”) shall constitute a default under the Agreement: (a) Customer’s failure t o pay any amounts due or to perform any of its obligations under the Agreement ; (b) GSFA’s failure to perform any of its obligations under the Agreement; (c) either Party becoming insolvent or becoming subject to bankruptcy or insolvency proceedings; (d) any representation made by either Party under the Agreement which is false in any material respect; (e) any action by Customer to dissolve, merge, consolidate or transfer a substantial portion of its property to another entity during the term of the Agreement; (f) any other material breach of the terms of the Agreement by a Party; or (g ) a default or breach by Customer under any other agreement with GSFA or its affiliates.

14. Customer Responsible for Post-Delivery Use of Product. Except as expressly provided in Section 7.b above (with respect to remedying non- conforming Products), GSFA shall have no liability for the Product following delivery to Customer. Customer shall be solely responsible for, and shall indemnify, defend, and hold harmless GSFA, its agents, servants, successors and assigns from and against all losses, damages, injuries, claims, demands and expenses, including attorneys’ fees and other legal expenses, of whatever nature, arising out of or in connection with Customer’s use, storage, or operation of the Product following delivery, regardless of where, how, and by whom operated (except to the extent such losses are caused by any negligence or willful misconduct in connection with GSFA’s own operation of the Product (e.g. in connection with servicing or maintenance of the Product). The provisions of this Section shall continue in full force and effect notwithstanding the termination of the Agreement, whether by expiration of time, by operation of law or otherwise. Th is provision is not intended to and shall not constitute the exclusive remedy of the Parties under the Agreement.

15. Force Majeure. GSFA shall not be responsible nor deemed to be in default of any provision of the Agreement on account of delays in performance due to causes which are beyond GSFA’s or Manufacturer’s control and which make GSFA’s performance impracticable, including but not limited to wars, insurrections, strikes or labor unrest, riots, fires, storms, floods, other acts of nature, explosions, earthquakes, accidents, any act of federal, st ate or local government, failure or delays in transportation, inability to obtain necessary labor , supplies or manufacturing facilities, supply chain issues, allocation regulations or orders affecting materials, equipment, facilities or completed products, failure to obtain any required license or certificates, acts of God or the public enemy or terrorism, failure of transportation, disease, pandemics or epidemics, quarantine restrictions, failure of vendors (due to causes similar to those within the scope of this clause) to perform their agreements or labor troubles causing cessation, slowdown, or interruption of work.