Turlock City Council
June 23, 2026

2 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
Docusign Envelope ID: B9616CBB-10EB-8DA0-8110-B2C628ED91E7

Exhibit E
EXHIBIT_E_PAYMENT_BOND
Docusign Envelope ID: B9616CBB-10EB-8DA0-8110-B2C628ED91E7

1 EXHIBIT E

PAYMENT BOND
[Signatures on Following Page]
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the City of Turlock, a municipal corporation, has awarded to ___________________, hereinafter designated as the “Principal”, a contract for Project No. 25-048, “Security Fence Improvements at the Public Safety Facility”; 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 Franchise 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, companies, 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.

Docusign Envelope ID: B9616CBB-10EB-8DA0-8110-B2C628ED91E7

2 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
Docusign Envelope ID: B9616CBB-10EB-8DA0-8110-B2C628ED91E7

City Council Staff Report
June 23, 2026
From: Will Richards, Acting Municipal Services Director Prepared by: David Huff, Water Quality Control Manager
Agendized by: Christopher Fisher, Interim City Manager

1. ACTION RECOMMENDED:

Motion: Approving an Agreement (City Contract No. 2026-185), in a form approved by the City Attorney, with Websoft Developers for Computerized Maintenance Management System (CMMS) and a Mobile Work Order Management Software for a period of five (5) years, with a total not to exceed amount of $390,822.42, without compliance to the formal bid procedure, pursuant to Turlock Municipal Code Section 2-7-08(b)(6), Information Technology Software.

2. NARRATIVE:

The Computerized Maintenance Management System (CMMS) is a critical operational tool utilized by the Municipal Services Department to support maintenance and infrastructure management activities throughout the City. The system enables staff to receive and respond to customer service requests, create and manage work orders, document labor and equipment usage, maintain regulatory compliance records, track asset conditions and maintenance history, and support efficient service delivery to the community.

The CMMS is utilized by multiple divisions throughout the Municipal Services Department and serves as the City's centralized platform for managing maintenance activities, asset information, and operational records. The system supports the maintenance of streets, water distribution facilities, wastewater collection facilities, storm drainage infrastructure, parks, fleet assets, and other public infrastructure.

In addition to daily work order management, the CMMS supports preventive maintenance scheduling, asset lifecycle management, regulatory inspection tracking, inventory and materials management, mobile field data collection, and operational performance reporting.

These capabilities improve efficiency, support regulatory compliance, extend the useful life of City assets, and assist staff in making data-driven maintenance and capital planning decisions.

Pursuant to Turlock Municipal Code Section 2-7-08(b)(6), bidding procedures are not required for information technology software. Therefore, staff recommends approval of the agreement with Websoft Developers, Inc.

Staff recommends approval of City Contract No. 2026-185 with Websoft Developers, Inc. for the continued provision of a MMS and Mobile Work Order Management Software System.

3. FISCAL IMPACT / BUDGET AMENDMENT:

The cost per fiscal year for this software is detailed below:

Agenda Staff Report
6/23/2026
FY 26/27 $67,575.00
FY 27/28 $72,747.19
FY 28/29 $77,728.57
FY 29/30 $83,363.89
FY 30/31 $89,407.77
Total $390,822.42
The Mobile Work Order Management Software is utilized by many different divisions and will be split by the following accounts:
410-51-534.43125_037 40%
420-52-551.43125_037 40%
110-50-500.43125_037 2%
110-60-600.43125_037 4%
205-60-602.43125_037 1%
205-60-604.43125_037 1%
217-50-510.43125_037 4%
246-60-600.43125_037 4%
410-51-532.43125_037 4%

4. ENVIRONMENTAL DETERMINATION:

The proposed action is not considered a “project” under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378, as it involves administrative and organizational activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment. Therefore, no further environmental review is required.

5. ALTERNATIVES:

A. Council could choose to not approve this agreement. This alternative is not recommended because the CMMS is a critical operational tool used to manage work orders, preventive maintenance, asset records, and regulatory compliance activities. Failure to maintain the system would negatively impact operational efficiency and the City's ability to effectively maintain public infrastructure.

B. Council could choose to approve the Agreement, but for a shorter amount of time. This alternative is not recommended because it is beneficial to the City to secure pricing for a longer period of time.

6. ATTACHMENTS:

1. Agreement CC 2026-185 with Websoft Developers

Order Form: Q-53313-1
Creation Date: 5/12/2026, 8:21 PM
Expires On: 5/31/2026
Phone: (866) 777-0069
Email: [email protected]
Ship To:

David Huff
Turlock, CA
156 S. Broadway, Ste. 270
Turlock, California 95380-5454
[email protected]
Bill To:

Raquel Brasil
Turlock, CA
156 S. Broadway, Ste. 270
Turlock, California 95380-5454
[email protected]
Account Manager E-mail Phone Number Payment Terms
Sean Dingman [email protected] (916) 501-1590 Net 30 Annual Product Pricing
PRODUCT RATE QTY DISC (%) NET PRICE
MobileMMS Subscription USD 67,575.00 1 0.000 USD 67,575.00 Annual Product Pricing Total: USD 67,575.00
Grand Total: USD 67,575.00
* excludes applicable sales tax

CONFIDENTIAL

Order Details
Customer Name: Turlock, CA
Customer Contact: David Huff
Governing Agreement(s): This Order Form is governed by the applicable terms found at:

MSA:
https://sprbrk.app.box.com/v/websoft-saas-terms
Professional Services:
https://sprbrk.app.box.com/v/websoft-svcs-terms
Term(s): 5 Years
Order Terms
In the event of an inconsistency between this Order Form, any governing agreement, purchase order, or invoice, the Order Form shall govern as it pertains to this transaction. • This Order Form shall become effective as of the last date of signature (the "Effective Date"). • Order Start Date: Software Licenses, Subscriptions, Maintenance, and Hosting commence upon the earlier of a) date of delivery* or log-in to hosted software to Customer; or b) 60 days after Order Form Effective Date. • Subscriptions, Maintenance, Hosting, and Support (“Recurring Services”) continue from the Order Start Date through the term listed in this Order Form (or if not listed, one (1) year). • Orders for Recurring Services auto-renew for three (3) years or for the term specified in this Order Form, unless the Customer or Springbrook provides a written notice of non-renewal at least sixty (60) days prior to the expiration of the current Order Term.
• Subscription Service fees and any Recurring Services will be subject to an automatic annual increase by not more than seven and a quarter percent (7.25%) of the prior year’s Subscription Service fees ("Standard Annual Price Increase").
• Any Software Licenses or Hardware are one-time non-refundable purchases. * The date of delivery of software to the Customer is the date the software is made available to the Customer, either by delivery of software or delivery of first log-in to a hosted environment, which may be either a test or production environment. This date of delivery is frequently earlier than the dates professional services are completed, the Customer completes user acceptance testing, the Customer distributes additional logins to end-users, and the Customer go-live in a production environment.

CONFIDENTIAL

Invoice Timing and Delivery
Invoices are delivered electronically via e-mail to the billing contact on file for the Customer. Customer invoices are issued for the full amount of software and services purchased as follows:

Products Ordered Invoice Timing
Software Licenses, Subscriptions,
Maintenance,
and Hosting (New):

Annually in advance upon Order Start Date.

Software Subscriptions, Maintenance,
and Hosting (Add-Ons):

Upon the order start date, order will be pro-rated to sync with the existing anniversary billing date and will renew annually thereafter.

Software Subscriptions (Migrations): Upon the order start date, order will be synced with the existing anniversary billing date and will renew annually thereafter unless specified in the Special Order Terms. This order replaces and supersedes any previously executed order as it relates to the products listed within this order. Upon delivery of new product, customer will receive a prorated credit for any prepaid, unused maintenance fees that will be applied to the customer’s first invoice.

Software Licenses, Subscriptions,
Maintenance, and Hosting
(Renewal):

Sixty (60) days in advance of the Order Start Date.

Print Services and Transaction Fees: Monthly, in arrears for transactions in the prior month.

Hardware and One-Time Licenses: Upon the Effective Date of this Order Form.

Estimated Time and Material Professional
Services, On- Site Professional Services, and
Travel Expenses*:

Monthly, in arrears for services in the prior month unless specified in Special Term.

Implementation Fixed Fee Professional
Services:

The Effective Date of this Order Form unless specified in Special Terms.

Professional Service Key Terms and Conditions:
• Time and Material Pricing: Professional Services time and material pricing is based on expected hours using Websoft's standard implementation approach. While our goal is to provide accurate hour estimates, there may be variations in actual hours and charges. If project costs surpass the estimated hours within this order form by the greater of $15,000 or 20%, a signed change order is necessary to proceed. Adjustments below this threshold will be implemented and invoiced as incurred.
•
*On-Site Professional Services: On-Site professional services are billed at a daily minimum rate, regardless of time spent on-site. Travel expenses related to on-site travel will be invoiced as a separate line item as they are incurred. • Cancellation or Postponement: Customer agrees to participate in all scheduled meetings and minimize repeated cancellations. Customer shall provide no less than two (2) business days’ written notice should any scheduled meeting, training session or other activity need to be cancelled or postponed. If Customer fails to provide such notice, Websoft shall invoice the Customer for the lost or delayed scheduled time, with a minimum charge of two (2) hours. Additional charges may apply based on the resources and preparation required for the meeting.

CONFIDENTIAL

• Customer Responsibilities: The customer will provide adequate internal resources and ensure the accuracy of all information provided to Websoft. Customers are responsible for extracting data from any legacy systems and transferring the data into Websoft's import templates.

Special Order Terms
Special Order Terms (if any):
5-year agreement (7/1/2026-6/30/2031)
MobileMMS Subscription
2026-2027 $67,575.00
2027-2028 $72,474.19 *
2028-2029 $77,728.57 *
2029-2030 $83,363.89 *
2030-2031 $89,407.77 *
*Estimated with 7.25% uplift
This order replaces and supersedes any previously executed order as it relates to the products listed within this order.

CONFIDENTIAL

By signing, both parties agree to the terms and conditions set forth in this agreement. * If the Customer requires a PO number on invoices, the Customer must provide Springbrook with the PO number and a copy of the PO prior to invoice issuance. If a PO number is not provided prior to the invoice issuance date, invoices issued on this Order Form will be valid without a PO reference.

Websoft Developers, Inc. Turlock, CA
Signature: [[s|2]] Signature: [[s|1]]
Name (Print): [[n|2 ]] Name (Print): [[n|1 ]]
Title: [[ti|2|r:0 ]] Title: [[ti|1|r:0 ]]
Date: [[d|2 ]] Date: [[d|1 ]]
Purchase Order # (if required)________________________

CONFIDENTIAL

August 2025 Cloud Service Master Agreement Terms and Conditions Page 1 Websoft Developers Inc.

CLOUD SERVICE MASTER AGREEMENT

TERMS AND CONDITIONS
These Terms and Conditions, together with each Order Form entered into by the Parties that references such Terms and Conditions, constitute a binding agreement (“Agreement”) by and between Websoft Developers Inc. (“Websoft”) and the Customer identified on the Order Form (“Customer”). These Terms and Conditions become effective as of the date of the related Order Form or use of the Websoft Services. Each of Websoft and Customer is referred to herein individually as a “Party” and collectively as the “Parties.” Use of the Cloud Service, as defined below, is subject to the Agreement. If Customer is entering into the Agreement on behalf of a company, organization, or another legal entity (an “Entity”), Customer is agreeing to this Agreement for that Entity and representing to Websoft that it has the authority to bind such Entity to the Agreement.

Recitals
WHEREAS, Websoft has developed an ERP solution for local government agenciesthat is offered as a SaaS‐ based cloud service (the "Cloud Service"); and
WHEREAS, Customer isinterested in obtaining the functionality provided by the Cloud Service; NOW THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Agreement

1. Definitions. Certain capitalized terms used in the Agreementshall have the definitionsset forth below. (a) Affiliate: means an entity that controls, is controlled by or is under common control with a Party to the Agreement, where control means the legal or beneficial ownership of more than fifty percent (50%) of the voting shares of an entity or the ability to direct or cause the direction of management and policies of such entity.
(b) Authorized User: means one individual natural person, authorized by Customer to use the Cloud Service.

Authorized Usersmay include but are not limited to Customer’s employees, contractors and agents. Each Authorized User will be associated with a single unique email address and password for purposes of accessing (and being identified within) the Cloud Service. (c) Channel Partner: means an authorized reseller, distributor, or other channel partner of Websoft from which Customer is able to procure some or all of the Websoft Services.

August 2025 Cloud Service Master Agreement Terms and Conditions Page 2 (d) Cloud Software: means the Websoft proprietary software, in object code format, including Documentation, updates, patch releases, and upgrades with respect thereto, that Websoft makes available for download or otherwise provides for use in connection with the Cloud Service. Cloud Software excludes any OSS and other third‐party’s software. If and as designated in the Specifications, the Cloud Software may be inclusive of application programming interfaces(“APIs”) developed by Websoft to enable interaction and integration with the Cloud Service. (e) Cloud Specifications: means the online specifications for the Cloud Service, as made available by Websoft at https://sprbrk.box.com/v/websoft-software-specs(which URL location and content may be updated from time to time by Websoft).
(f) Confidential Information: means nonpublic, confidential, or proprietary information regarding either Party’s business or any aspect of this Agreement, including, without limitation, technology, proprietary data compilations, computer source codes, compiled or object codes, scripted programming statements, byte codes or data codes, entity‐relation or workflow diagrams, product plans, pricing, customer information and other technical, financial, marketing and business information. Information that is marked or identified as confidential or proprietary or that would reasonably be considered to be confidential based on the nature of such information and the circumstances under which it is disclosed shall be deemed to constitute Confidential Information.

Confidential Informationmay includeconfidentialor proprietary informationofthirdpartiesthatthe Disclosing Party is permitted to disclose, and does disclose, to the Recipient hereunder. Confidential Information may be presented to Recipient in oral, written, graphic, and/or machine‐readable formats. Regardless of presentation format, such information will be deemed and treated as Confidential Information. Notwithstanding the above, "Confidential Information" shall not include information that: (i) the Recipient can demonstrate was in its possession at the time of disclosure and was not acquired by theRecipient directlyorindirectly fromtheDisclosing Partyon a confidential basis;(ii) becomes available to the Recipient ona non‐confidential basis froma source other than Disclosing Party (whether directly or indirectly) and which source to the best of Recipient’s knowledge did not acquire the information on a confidential basis; (iii) is approved for release or use without restriction by written authorization ofan officer ofthe Party owning the Confidential Information; (iv)is independently developed by orfortheRecipient without use of the Disclosing Party’s Confidential Information; (v) subject to mandatory disclosure pursuant to a state’s public records laws, or (vi) has become generally available to the public without breach of this Agreement by the Recipient or an affiliate of the Recipient.
(g) Customer: meansthe entity that purchases a Subscription to the Cloud Service directly from Websoft or through a Channel Partner.
(h) Customer Data: means any and all content, eDocuments, materials, data and information that Customer or its Authorized Users, or others who input data into the Cloud Service, such as citizens of the jurisdiction to which Customer provides services, enter into the Cloud Service including but not limited to, personal information, information exchanged between Customer and an Authorized User or an Authorized User and a third party using the Cloud Service, information used to identify account names or numbers, routing information, usernames, passwords, access codes and prompts.

August 2025 Cloud Service Master Agreement Terms and Conditions Page 3 (i) Disclosing Party: means a Party that discloses Confidential Information to a Recipient. (j) Documentation: means information describing the features, functionality, operating instructions and other aspects of the Cloud Service or Cloud Software. Information contained on Websoft publicly facing website does not constitute Documentation. (k) Effective Date: means the date of the first Order Form that is governed by these Terms and Conditions.
(l) Fees: means amounts payable by Customer to Websoft as consideration for the Websoft Services.
(m) Intellectual Property Rights: means any and all rights existing now or in the future under laws relating to patents, copyright, industrial design, moral rights, trade secrets, trademarks, publicity rights, and any and all similar proprietary rights, and any and all applications for registration, letters patent, renewals, extensions, divisions, continuations, reissues, and restorations thereof, now or hereafter in force and effect anywhere in the world. (n) Maintenance and Support Services: means Websoft obligations related to availability, error resolution, response to support requests, bug fixes, and the provision of updates and upgrades to the Cloud Software or Cloud Service as further described in Exhibit A hereto. (o) Open Source Software orOSS: means software components that are licensed under a license approved by the Open Source Initiative or similar open source or freeware license and may be embedded in the delivered Cloud Software.
(p) Optional Cloud Services: mean the optional add‐onsto the Cloud Service that may be available for purchase either directly from Websoft or through Channel Partner, as more particularly described or identified in the applicable Order.
(q) Order Form: means a purchase document executed by Customer and Websoft in which Customer orders Websoft Services.
(r) Order Terms: means the ordering information (such as order date, products, quantity and similar information) and terms and conditions specified on an Order Form. (s) Personal Information: means any data that can identify or locate an individual. (t) Professional Services: meansservicesrelating to the Cloud Service, such asimplementation, customization, and training.
(u) Recipient: means a Party that receives Confidential Information from a Disclosing Party. (v) Websoft Services:meansthe Cloud Service, Cloud Software, Maintenance and Support Services, and Professional Services.
(w) Subscription: means a paid for right to access and use the Cloud Service.

August 2025 Cloud Service Master Agreement Terms and Conditions Page 4 (x) Subscription Period(s): meansthe duration of a Customer’s and its Authorized Users’ active, paid Subscription to the Cloud Service, as designated in the Order Form(s). (y) Supported Modification: means a configuration of or modification to the Cloud Service requested by Customer that can be consistently supported by Websoft via APIs, does not require direct database changes and is capable of being tested and maintained by Websoft. (aa) Term: shall be the period of time for which this Agreement is in effect, as further set forth in Section 13. Term is different from a Subscription Period. (bb) Third Party Services: means products, services, technology, and methods other than proprietary Websoft Services.

2. Cloud Service Terms and Conditions.
(a) Subject to compliance with the terms and conditions of the Agreement, including advance receipt of applicable Fees, Websoft will make the Cloud Service available to Authorized Users during the Subscription Period for use in connection with the internal business purposes of Customer. (b) Websoft hereby grants to Customer a limited, non‐exclusive, non‐transferrable right to access, implement, and configure the Cloud Software during the Subscription Period, solely for its internal business purposes in connection with use of the Cloud Service and in accordance with the Specifications.
(c) Customer will ensure that all of its Authorized Users using the Cloud Services under its account comply with all of Customer’s obligations under this Agreement. Customer is responsible for all activity (whether or not authorized by Customer) occurring under Customer’s account, including acts and omissions of its Authorized Users and individuals using credentials of Authorized Users, as though they were those of Customer. Customer will notify Websoft promptly of any unauthorized access or use of the Websoft Services.
(d) Customer will be responsible for meeting minimum system requirementsfor use of the Cloud Service accessible at https://sprbrk.box.com/v/websoft-minimum-requirements (which URL location and content may be updated from time to time by Websoft ) for use of the Cloud Service; (e) Customer will use the Websoft Services only in accordance with the Agreement, the applicable Documentation, laws and government regulations, and any written instructions provided by Websoft to Customer.
(f) The Cloud Service is provided with a limit of five hundred gigabytes (500GB) of data storage for all cloud environments. Additional storage can be purchased from Websoft by Customer in blocks of five hundred megabytes (500MB), with a price of one thousand dollars ($1,000) per year. If a Subscription Period for the Cloud Service is nearing its expiration date or is otherwise terminated, Websoft will initiate its data retention processes, including the deletion of Customer Data from systems directly controlled by Websoft. Websoft Data Storage Policy can be accessed at https://sprbrk.box.com/v/websoft-data-storage-policy (which URL location and content may be updated from time to time by Websoft ).

August 2025 Cloud Service Master Agreement Terms and Conditions Page 5

3. Restrictions on Use of the Cloud Service and Cloud Software. Except as otherwise expressly provided in the Agreement (including any Exhibits), Customer shall not (and shall not permit any Authorized User or third party to):
(a) make the Cloud Service available to anyone other than AuthorizedUsers; (b) use the Cloud Service, or allow access to it, in a manner that circumvents contractual usage restrictions or that exceeds Customer’s authorized use or usage metrics as set forth in the Agreement, including the applicable Order Form(s);
(c) sublicense, sell, resell, transfer, assign, distribute, share, lease, make any external commercial use of, outsource, use on a timeshare or service bureau basis, or use in an application service provider or managed service provider environment, or otherwise generate income from, the Websoft Services;
(d) modify, obscure, alter, or remove any confidentiality or proprietary rights notices contained in the Websoft Services;
(e) decompile, disassemble, or reverse engineer any portion of the Cloud Software or Cloud Service, or attempt to discover any source code or other operational mechanisms of the Cloud Software or Cloud Service (except where such restriction is expressly prohibited by law without the possibility of waiver, and then only upon prior written notice to Websoft); (f) use any third‐party software provided with the Cloud Software or Cloud Service other than in connection with the CloudSoftware or Cloud Service;
(g) use the Websoft Servicesin violation of any applicable laws and regulations; (h) use the Websoft Services to (1) store, download or transmit infringing, libelous, or otherwise unlawful or tortious material, or malicious code or malware, or (2) engage in phishing, spamming, denial‐of‐service attacks, spreading viruses or other harmful code, or other fraudulent or criminal activity, (3) interfere with or disrupt the integrity or performance of third party systems, the Cloud Software, Cloud Service or data contained therein, (4) violate or infringe upon the rights of a third party, including those pertaining to contract, intellectual property, privacy, or publicity, or (5) attempt to gain unauthorized access to the Cloud Software or Cloud Service; (i) access or use the Websoft Services(inclusive of any APIs) for the purpose of developing or operating products or servicesintended to be offered to third partiesin competition with the Cloud Service or allow access by a direct competitor of Cloud Service;
(j) access the Websoft Services for purposes of monitoring availability, penetration, or security testing, or any benchmarking;
(k) obtain or attempt to obtain intellectual property rights to any component of the Websoft Services (inclusive of APIs) other than those expressly provided herein; (l) create derivative works based on the Websoft Services; (m) use or allow the use of, the Websoft Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under

August 2025 Cloud Service Master Agreement Terms and Conditions Page 6 export control laws of the United States or any other applicable jurisdiction.

4. Customer Cooperation. Customer is responsible for selecting Authorized Users and represents and warrantsitshallselect Authorized Users who are qualified to operate the Cloud Service and are familiar with the information, calculations, and reports that serve as input and output. Any data entry errors are the responsibility of Customer and Websoft does not assume the cost of any necessary servicing, repair or correction arising from such errors. Customer acknowledges that successful installation, implementation and use of the Websoft Services cannot be accomplished by Websoft ’s efforts along and requires substantial effort and cooperation by Customer. Both Websoft and Customer shall at all times use their best efforts to actively participate and cooperate in data conversion, system installation, implementation, training and use, shall provide each other accurate and timely information, and shall afford each other reasonable access to information and facilities. All substantive communication between Websoft and Customer willtake place between Websoft anda project manager designated by Customer.

5. Third Party Services. Customer may choose to obtain products and services that are provided or supported by thirdparties(“Third‐Party Services”)for use inconjunction with theWebsoft Serviceseither directly from the third party providing the Third Party Services or indirectly through Websoft where Websoft acts as a reseller of the Third Party Services. Third Party Services may require Customer to enter into a license or other agreement with such third party for use of the Third‐Party Services.

Customerissolely responsible for obtaining any such license or other agreementforthe Third‐ ‐Party Services. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THIRD‐PARTY SERVICES ARE PROVIDED PURSUANT TO THE TERMS OF THE APPLICABLE THIRD‐PARTY LICENSE OR SEPARATE AGREEMENT (IF ANY) BETWEEN THE PROVIDER OF THE THIRD‐PARTY SERVICES AND CUSTOMER, CUSTOMER MAY SEEK REDRESS FOR USE OF THE THIRD‐PARTY SERVICES SOLELY FROM THE THIRD PARTY PROVIDING THE THIRD‐PARTY SERVICES, AND WEBSOFT ASSUMES NO RESPONSIBILITY FOR, AND SPECIFICALLY DISCLAIMS ANY LIABILITY OR OBLIGATION WITH RESPECT TO, ANY THIRD‐PARTY SERVICE.

6. Maintenance and Support Terms.
(a) Support. Maintenance and Support Services, as described in Exhibit A, are included in the Cloud Service Subscription for no additional fees, except as provided otherwise in Exhibit A. (b) Partner Support. Notwithstanding anything herein to the contrary, if Customer receives Maintenance and Support Services from an authorized Channel Partner, then the terms for such services agreed upon by Customer and such Channel Partner shall govern in lieu of those set forth in the Exhibit A attached hereto, and Websoft shall have no support obligations to Customer.

7. Ordering Process.
(a) Order Forms. Customer may purchase the Websoft Services (Cloud Service Subscriptions, Cloud Software licenses or Professional Services) by executing and submitting an Order Form. Execution of an Order Form referencing these Terms and Conditions makes them binding upon Customer, as does any access or use of the Websoft Services. Upon execution of an Order Form by both Parties and subject to Customer’s payment of the corresponding Fees, Websoft will make the Cloud Service or Cloud Software, as applicable, available to Customer. Any terms and conditions contained in any quote, invoice, or purchase order that are inconsistent with or are in addition to the terms and conditions of the Agreement will be deemed stricken, unless expressly agreed to in writing by Websoft with explicit reference to the accepted terms and conditions. Upon acceptance of an Order

August 2025 Cloud Service Master Agreement Terms and Conditions Page 7 Form, it will become part of the Agreement and will supersede any conflicting terms herein. (b) No Requirement for Purchase Order. Customer acknowledges that a purchase order is not required and is for administrative convenience only, and that Websoft has the right to issue an invoice and collect payment without a corresponding purchase order, provided, however, that if a Customer’s procurement procedure requires the issuance of a purchase order or a purchase order number on a pertinent Order Form or Statement of Work, the purchase order is required to be provided to Websoft . If the Customer issues a purchase order, then itshall be for the full amountsetforth in the applicable Order Form or Statement of Work.

8. Payment Terms.
(a) Pricing. Customer will be invoiced for those amounts and at those pricesset forth in an Order Form.

Fees do not include any customization of the Cloud Software or Cloud Service (nor support for any such customizations, unless otherwise agreed in writing). If Customer’s usage of the Cloud Software or Cloud Service is in excess of those amounts set forth in the Order Form, Customer may be billed for those overages. Customer acknowledges that purchases under the Agreement are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Websoft regarding future functionality or features of the Websoft Services. Except as otherwise specified herein or in an Order Form, (i) fees are based on the specified Websoft Services purchased, (ii) payment obligations are noncancelable and fees paid are non‐ refundable, except for amounts paid in error that are not actually due under the Agreement or as otherwise expressly provided herein, and (iii) quantities purchased cannot be decreased during the relevant Subscription Period.
(b) Payments. Websoft will invoice Customer in advance for the Cloud Service. Customer shall pay Invoices within thirty (30) days of the invoice date. If Customer orders additional Subscription quantities orservices part‐way through an existing Subscription Period the initial Subscription Period forthe additional quantity orservices will be made coterminous with the existing Subscription Period and the Cloud Service Fee forsuch additional quantity will be prorated accordingly. Feesfor Optional Cloud Service will be due at the same time as payment for the corresponding Cloud Service, or (if applicable) as otherwise specified in the applicable Order Form or governing terms. Customer is responsible for keeping Websoft accurately and fully informed of Customer’s billing and contact information, including providing any purchase order numbers in advance of invoice issuance.

Websoft shall have no responsibility for any invoices that are not received due to inaccurate or missing information provided by Customer. Customershall pay interest on all payments notreceived by the invoice due date set forth above at a rate of one and a half percent (1.5%) per month or the maximum amount allowed by law, whichever is lower. All amounts due under this Agreement shall be paid by Customerin full without any set‐off, counterclaim, deduction or withholding. Subscription Fees will be subject to an automatic annual increase in the amount set forth in the applicable Order Form. ("Standard Annual Price Increase"). Notwithstanding anything herein to the contrary, if Customer makes its payments pursuant to this Agreement to a Channel Partner, then the payment terms agreed by Customer and such Channel Partner shall govern to the extent anything in this Section 8 conflicts with such payment terms.

August 2025 Cloud Service Master Agreement Terms and Conditions Page 8 (c) Taxes. Fees for Websoft Services do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value‐added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes").

Customerisresponsible for paying all Taxes. If Websoft hasthe legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides Websoft with a valid tax exemption certificate authorized by the appropriate taxing authority prior to invoice issuance. For clarity, Websoft is solely responsible for taxes assessable against it based on Websoft ’s income, property and employees. (d) Suspension of Service. If any amount owing by the Customer for the Cloud Service is ninety (90) or more days delinquent, Websoft may, in its sole discretion and cumulative to its other remedies under this Section, temporarily cease providing to Customer the Cloud Service.

9. Ownership.
(a) Ownership of Websoft Services. As between Websoft and Customer all right, title and interest to the Cloud Software, the Cloud Service, all technology underlying the foregoing, the Documentation, any improvements, design contributions, updates, or derivative works thereto, any knowledge or processes related thereto and/or provided hereunder, and all associated Intellectual PropertyRights, belong solely to Websoft , and is protected under the laws of the United States and the individual states and by internationaltreaty provisions. Websoft reserves all rights not granted herein. (b) Limited Rights. Customer shall only receive those rights in the Websoft Services that are expressly granted to it hereunder. Customer acknowledges that the rights granted under this Agreement, as they pertain to Maintenance and Support and to the Cloud Software and Cloud Service, do not provide Customer with title to or ownership of the Cloud Software or Cloud Service.

10. Feedback. Customer grants Websoft a royalty‐free, fully‐paid, worldwide, transferable, sub‐ licensable, irrevocable, perpetual license to use or incorporate into the Websoft Services (or Websoft’s other software or services) any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or AuthorizedUsersrelating to the operation or features of the Websoft Services.

11. Security.
(a) Customer Responsibilities. Information or data generated by the Cloud Service, that is provided to, and stored by, the Customer, is the sole responsibility of the Customer. Websoft shall not be responsible for the theft, misappropriation, loss, or misuse of personal or entity related financial information, utility billing records, or any other financial information stored in Customer controlled electronic media or physical storage locations. Customer acknowledges that Customer is solely responsible for the Customer’s security procedures, including but not limited to password security, encryption ofsensitive information, proper handling of payroll

August 2025 Cloud Service Master Agreement Terms and Conditions Page 9 ACH files, physical custody of cash, internal audit procedures and processes, annual reporting, and proper training in security and backup procedures. In addition, the Customer and its related entities and affiliates agree to indemnify and hold harmless Websoft , its contractors and agents from all costs, damages, expense and attorney’s fees incurred in the event of any security breach, theft, misappropriation, loss, misuse of personal or entity related financial information, or other related incident.
(b) Security Breaches. Customer acknowledges that, notwithstanding the security features of the Cloud Service, no product, hardware, software or service can provide a completely secure mechanism of electronic transmission or communication and that there are persons and entities, including enterprises, governments and quasi‐governmental actors, as well as technologies, that may attempt to breach any electronic security measure. Subject only to its limited warranty obligations set forth in Section 14, Websoft will have no liability for any security breach caused by any such persons, entities, or technologies.
(c) Customer Data. Customer shall be responsible for Customer Data as entered in to, applied or used in the Cloud Service. Customer is responsible for ensuring the accuracy, quality, integrity and legality of Customer Data. Customer grants to Websoft the non‐exclusive right to process Customer Data (including personal data) for the sole purpose of and only to the extent necessary for Websoft : (i) to provide the Websoft Services; (ii) to verify Customer’s compliance with the restrictions set forth in Section 3 (Restrictions on Use of the Cloud Service and Cloud Software) if Websoft has a reasonable belief of Customer’s non‐compliance; and (iii) as otherwise set forth in this Agreement, including the Websoft Privacy Policy. Websoft may utilize the information concerning Customer’s use of the Cloud Service (excluding any use of Customer’s personal data or Customer’s Confidential Information) to improve the Cloud Service, to provide Customer with reports on its use of the Cloud Services, and to compile aggregate statistics and usage patterns by customers using the Cloud Services. Customer represents and warrants that it owns or has full and unrestricted rights and authority to effectuate the grants set forth in this Section and there are no third parties who may claim rights or interestsin the Customer Data or otherwise hinder such grants. (d) Use of Aggregate Data. Customer agrees that Websoft may collect, use, and disclose quantitative data derived from the use of the Cloud Service for industry analysis, benchmarking, analytics, marketing, and other business purposes. All disclosed data will be in aggregate form only and will not identify Customer, its Authorized Users, or any third parties utilizing the Cloud Service.

12. Confidentiality.
(a) Confidentiality Term. The obligations described in this Section commence on the Effective Date and will continue until two (2) years following any termination or expiration of this Agreement (“Confidentiality Term”).
(b) Confidentiality Obligations. During the Confidentiality Term and subject to the other terms of this Agreement (including Websoft’s Privacy Policy, accessible at https://sprbrk.box.com/v/websoftprivacy-policy, which URL and its content may be updated from time to time by Websoft), Recipient will protect the confidentiality of Confidential Information using the same degree of care that it uses to protectits own information ofsimilarimportance, but will in any case use no lessthan a reasonable degree of care to protect Confidential Information. Recipient will not directly or indirectly disclose Confidential Information or any part thereof to any third party without Disclosing Party’s advance express written authorization to do so. Recipient may disclose Confidential Information only to its

August 2025 Cloud Service Master Agreement Terms and Conditions Page 10 employees, contractors or advisors on a need‐to‐know basis and who are bound by confidentiality and non‐use restrictions at least as stringent as those contained herein. In responding to a request for Confidential Information, Recipient will cooperate with Disclosing Party, in a timely fashion and in a manner consistent with applicable laws, to protect the Confidential Information to the fullest extent possible.
(c) Legally Compelled Information. In the event the Recipient becomes legally compelled (by deposition, interrogatory, requests for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, or the Recipient determines that it is obligated by law, rule, statute or governmental regulation to disclose any of the Confidential Information, the Recipient shall provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party, if possible, may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, the Recipient agrees to furnish only that portion of the Confidential Information that it is legally required to furnish and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. A Party’s obligations hereunder with respect to legally compelled information shall continue to be applicable for all other purposes. (d) Publicity. During the term of this Agreement, including the term of any amendment hereto, Websoftmaypubliclydiscloseitsongoing businessrelationshipwithCustomer. Suchdisclosures may indicate Customer's identity and the Websoft Services provided or contracted to be provided to Customer. These disclosures may include press releases or other communications to media, display on Websoft web sites, or use in other marketing activities, but will not include non‐public information or indicate Customer's express endorsement of Websoft's products or services without Customer's prior written authorization.

13. Term and Termination.
(a) Term. The term of this Agreement begins on the Effective Date and will remain in effect until all Cloud Service Subscriptions expire or until this Agreement is otherwise terminated in accordance with the terms hereof, whichever occurs first (the “Term”). Except as otherwise specified in the applicable Order Form, all Cloud Service Subscriptions will have an initial three (3) year term and then automatically renew for successive three (3) year terms unless otherwise stated in the applicable order form, provided that either party may terminate this Agreement effective upon the expiration of the Subscription Period, by notifying the other party in writing at least sixty (60) days prior to the expiration of the Subscription Period. Cancellation notices should be sent to [email protected]. This Agreementmay be renewed at any time by execution of anOrder Form referencing this Agreement, and any such renewal will be deemed part of the “Term” hereunder.

Subject to Section 8(b) (Payments), pricing increases will be effective upon renewal of the Subscription Period and annually thereafter.
(b) Termination. Websoft or Customer may terminate the Agreement if the other party materially breaches a material provision thereof, including associated Order Form(s), and, after receiving a written notice describing the circumstances of the default, fails to correct the breach within thirty (30) calendar days. Websoft may immediately terminate this Agreement and/or Customer’s Cloud Service Subscription or license to the Cloud Software upon Customer’s breach of Section 3 (Restrictions on Use of the Cloud Service and Cloud Software). Either Party may also terminate the Agreement upon written notice if the other party suspends payment of its debts or experiences any

August 2025 Cloud Service Master Agreement Terms and Conditions Page 11 other insolvency or bankruptcy‐type event.
(c) Effect of Termination. Upon expiration or termination of this Agreementfor any reason, (i) Customer shall immediately pay any amounts then owing to Websoft; (ii) the right to access the Cloud Service or Cloud Software will end; and (iv) each Recipient will return or destroy, at the Disclosing Party’s option, the Disclosing Party’s Confidential Information in the Recipient’s possession or control. (d) Other Termination. Websoft may terminate this Agreement in the event the Cloud Software or Cloud Service, as applicable, is phased out across Websoft’s customer base. In such event, Websoft will provide Customer sufficient advance notice and the parties will mutually agree to a migration plan for converting Customer to another Websoft generally‐available offering with comparable functionality.
(e) Survival. All fees that have accrued as of such expiration or termination, and Sections 1, 5, 8, 9‐12, 13(c), 14(d), 15, 16 and 17 will survive any expiration or termination hereof.

14. Warranties.
(a) Mutual Warranties. Each Party represents and warrants that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against it in accordance with the terms of the Agreement; (b) the Agreement does not conflict with any other agreement or arrangement to which a Party is bound, and (c) no authorization or approval from any third party isrequired in connection with its execution, delivery, or performance of this Agreement. (b) Limited Warranty. Subject to the limitations set forth below, Websoft warrants that during the Subscription Period, the Cloud Service will, in all material respects, operate in conformity with the then‐current Cloud Specifications for the applicable Cloud Service version. Websoft’s sole and exclusive obligation, and Customer’s sole and exclusive remedy, for a breach of this warranty shall be that Websoftshall be required to use commercially reasonable efforts to modify the Cloud Service to conform in all material respects to the Specifications. Customer further acknowledges that the Cloud Service is not guaranteed to operate without interruptions, failures, or errors. Websoft will not be responsible to the extent failure of the Cloud Service to operate as warranted is caused by or results from: (i) any modification to the Cloud Service other than a Supported Modification; (ii) combination, operation or use of the Cloud Service with Customer’s or Third Party Services, software or systems;
(iii) abuse, willful misconduct, or negligence by anyone other than Websoft or Websoft’s designee; (iv) installation, configuration and use of the Cloud Service other than in accordance with the terms of this Agreement and/or the applicable Specifications and Documentation or (v) any of the Exclusions (as defined in the Cloud Service Level Commitment). (c) Subscription Service Level Commitment. During the Subscription Period, Websoft warrants that the Subscription Service will meet the performance level specified in Exhibit A, which sets forth Customer’s sole and exclusive remedy for Websoft’s failure to achieve the stated Cloud Service performance level.
(d) Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 14, ALL WEBSOFT SERVICES ARE PROVIDED “AS IS” ANDWEBSOFT AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY ANDALLOTHER

REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE

August 2025 Cloud Service Master Agreement Terms and Conditions Page 12

WITHRESPECT THERETO, INCLUDINGANY IMPLIEDWARRANTYOFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‐INFRINGEMENT, OR THE CONTINUOUS, UNINTERRUPTED, ERROR‐ FREE, VIRUS‐FREE, OR SECURE ACCESS TO OR OPERATION OF THE WEBSOFT SERVICES. WEBSOFT

EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY

INFORMATION OR DATA ACCESSED OR USED IN CONNECTION WITH THE WEBSOFT SERVICES OR

MAINTENANCE AND SUPPORT OR THAT THE WEBSOFT SERVICES WILL BE COMPATIBLE OR WORK WITH ANY CUSTOMER OR THIRD‐PARTY SOFTWARE OR HARDWARE.

15. Mutual Indemnification.
(a) Indemnification by Customer. Customer will defend (or settle), indemnify and hold harmless Websoft, its officers, directors, employees and subcontractors, from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys’ fees, arising out of or in connection with any third‐party claim: (i) that a third party has suffered injury, damage or loss resulting from Customer’s or any Authorized User’s use of the Software or Cloud Service, or (ii) arising from allegations that Customer has used the Software or Cloud Service in a manner that violates this Agreement or applicable law, or (iii) in connection with the nature and content of Customer Data processed by the Software or Cloud Service. (b) Indemnification by Websoft.
(i) Intellectual Property Indemnification. Subject to the terms and conditions of this Section 15, Websoft will (a) defend atits expense any filed lawsuit(a “Claim”) brought against Customer by a third party (the “Claimant”) to the extent such Claim alleges that the Cloud Service or Cloud Software provided by Websoft to Customer hereunder violates or infringes the Claimant’s patents, trademarks or copyrights or misappropriates the Claimant’s trade secrets (collectively, “IP Rights”), and (b) either (i) indemnify Customer with respect to any final, non‐appealable judgments, costs, fines or penalties awarded, entered or assessed against Customer by a court of competent jurisdiction that directly result from a Claim, or (ii) pay the value of any settlement with the Claimant agreed to by Websoft.
(ii) Websoft Options. If a temporary or permanent injunction is obtained against the use of any part of the Cloud Service or Cloud Software for the reason that they infringe or misappropriate any third party’sIP Rights or there is a reasonable likelihood of such an injunction, Websoft may at its option (a) modify the Cloud Service or Cloud Software to avoid the allegation of infringement, (b) obtain for Customer the right to continue using the Cloud Service or Cloud Software, or (c) replace the allegedly infringing Cloud Service or Cloud Software with non‐ infringing and functionally equivalent technology. In the event that none of the foregoing is commercially reasonable, Websoft may terminate Customer’s right to use the allegedly infringing portion of the Cloud Service or Cloud Software. (iii) Exclusions. Websoft will not be liable or have any obligations hereunder for any infringement of IP Rights resulting from (a) the combination, utilization or integration of the Cloud Service or Cloud Software with Customer’s or any third party’s products ortechnology, (b) compliance with Customer’s designs, specifications or instructions; (c) unauthorized modification of the Cloud Service or Cloud Software by any entity other than Websoft, (d) use of the Cloud Service or Cloud Software other than as specified in Websoft’s published specifications and documentation, (e) Customer’s failure to incorporate updates or upgrades that would have avoided the alleged infringement; or (f) Customer’s breach of the Agreement.

August 2025 Cloud Service Master Agreement Terms and Conditions Page 13 (iv) THIS SECTION 15 STATES THE ENTIRE OBLIGATION OF WEBSOFT, ITS AFFILIATES AND ITS

LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR

MISAPPROPRIATION OF IP RIGHTS BY THE CLOUD SOFTWARE, CLOUD SERVICE OR ANY OTHER WEBSOFT SERVICES.
(c) Indemnification Requirements. In connection with any claim for indemnification under this Section 15, the indemnified party must: (i) provide the indemnifying party prompt written notice of such claim; (ii) reasonably cooperate with the indemnifying party, at indemnified party’s expense, in defense and settlement of such claim; (iii) give sole authority to the indemnifying party to defend or settle such claim; and (iv) make no admission of liability with respect to the claim. The indemnified party may, atitssole expense, actively participate in any suit or proceeding, through its own counsel.

16. Limitation of Liability.
(a) Waiver of Consequential Damages. Neither Websoft nor any other person or entity involved in creating, producing, or delivering the Websoft Services will be liable for any indirect, incidental, special, punitive, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, loss of revenue, service interruption, computer damage or system failure or the cost of substitute products or services, or other commercial or economic loss of any kind whatsoever, or any liability of Customer to a third party, arising out of or in connection with this Agreement or from the use of or inability to use the Websoft Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, even if Websoft was advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, so the above limitations may not apply to Customer. (b) Maximum Liability. In no event will Websoft’s aggregate liability hereunder to Customer or any third party arising out of or in connection with this Agreement or from the use of or inability to use the Websoft Services, whether in contract, tort or under any other theory of liability, exceed the total amount paid by Customer in the twelve (12) month period preceding the incident. These limitations shall apply notwithstanding any failure of essential purpose of any remedy. (c) If Customer or Authorized Users use the Cloud Service in any application or environment where failure could cause personal injury, loss of life, or other substantial harm, Customer assumes any associated risks and will indemnify Websoft and hold it harmless against those risks.

17. Other Terms and Conditions.
(a) Dispute Resolution. This Agreement is governed by the laws of the State of Utah without regard for its conflict of laws principles. Any controversy or claim arising out of orrelating to this Agreement, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, including the Emergency Interim Relief Procedures, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The number of arbitrators shall be one (1) unless the Parties mutually agree otherwise. The place of arbitration will be American Fork, Utah. Either party may apply to the arbitrator for injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either Party also may, without waiving any remedy hereunder, seek from any court having

August 2025 Cloud Service Master Agreement Terms and Conditions Page 14 jurisdiction any interim or provisional relief that is necessary to protect the rights or property ofthat party, pending the arbitrator’s determination ofthemerits ofthe controversy. Each party will initially bear its own expenses and an equal share of the costs of the arbitration, but the prevailing party may be awarded its expenses, reasonable attorneys’ fees, and costs. (b) Other Agencies. Each Party understands and agrees that this Agreement may be used by other governmental agencies under substantially the same terms and conditions, excluding pricing, duration, scope of services to be provided, and other terms unique to the Customer. Each governmental agency desiring to accept this Agreement, and make an award thereof, shall do so independently of the Customer and/or any other governmental agency. Each governmental agency shall be responsible for its own purchases, and each shall be liable only for materials and/orservices ordered and received by it, and no governmental agency, other than Customer, assumes any liability by virtue of this Agreement. This Agreement in no way restricts or interferes with the right of the Customer or any governmental agency to competitively procure any or all items. The foregoing does not authorize either Party to disclose Confidential Information of the other Party. (c) Equitable Relief. The Recipient acknowledges that unauthorized disclosure of the Disclosing Party’s Confidential Information or misappropriation or infringement of a Party’s Intellectual Property Rights could cause substantial harm to the Disclosing Party or owner of such Intellectual Property Rightsfor which damages alone might not be a sufficient remedy and, therefore, that upon any such disclosure, misappropriation or infringement, the injured Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law or equity. (d) Assignment. Websoft may assign its rights and obligations hereunder for purposes of financing or pursuant to corporate transactionsinvolving merger, acquisition, or the sale of all or substantially all of its stock or assets. Assignment by a Customer of its rights and obligations hereunder requires the advance written consent of Websoft. Any attempted assignment or transfer, without such consent, will be void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. (e) Entire Agreement. This Agreement sets forth the entire agreement between the Parties and supersedes any and all prior agreements of the Parties with respect to the transactions set forth herein.
(f) Severability and AmendmentIf any particular provision ofthis Agreementis determined to be invalid or unenforceable, that determination will not affect the other provisions of this Agreement, which will be construed in all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or amendment of this Agreement will be effective unless it is described in writing and signed by all Parties.
(g) Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be in writing and will be deemed to have been given upon: (i) personal delivery, (ii) the third business day after mailing by first class mail, or (iii) sending by confirmed email if sent during the recipient’s normal business hours (or, if not, then on the next business day). Notices will be sent to the address specified by the recipient in writing when entering into this Agreement or establishing Customer’s accountforthe Websoft Services(orsuch other address asthe recipient may thereafter specify by notice given in accordance with this Section 17). (h) Compliance with Laws. Each party will comply with all applicable laws and regulations with respect

August 2025 Cloud Service Master Agreement Terms and Conditions Page 15 to its activities under this Agreement including, but not limited to, export laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, Customer will not permit Authorized Users to access or use the Cloud Service or Cloud Software in violation of any U.S. export embargo, prohibition or restriction. Further, in connection with the services performed under this Agreement and Customer’s use of the Cloud Services or Cloud Software, the Parties agree to comply with all applicable anti‐ corruption and anti‐bribery laws, statutes, and regulations.
(i) Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or similar relationship between the parties. (j) Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
(k) Force Majeure. Websoft will not be liable for any delay or failure to perform under this Agreement to the extent such delay or failure results from circumstances or causes beyond the reasonable control of Websoft.

Exhibits Follow

August 2025. Cloud Service Master Agreement Terms and Conditions - Exhibit A

EXHIBIT A

MAINTENANCE AND SUPPORT

AVAILABILTY
This Exhibit A is part of the Websoft Cloud Service Master Agreement Terms and Conditions. It may be updated from time to time by Websoft in its sole discretion.

I. SUPPORTPOLICY
Updates
Updates may address security fixes, critical patches, general maintenance functionality, and documentation and shall be made available at Websoft’s discretion. Websoft is under no obligation to develop any future functionality or enhancements unless otherwise specified in the Agreement. If an update for the Cloud Service is made available to Customer pursuant to this Support Policy, it will automatically replace the previous version of the applicable Cloud Service.

Support Commitment
In support of the Cloud Service, Websoft will provide Customer with the following first line support:

Telephone Support. Websoft’s Customer Resource Center (CRC), a live technical support facility, will be available to Customer from 5:00 a.m. until 5:00 p.m. Pacific time Monday through Friday, excluding Websoft’s observed holidays.

Email Support. Websoft provides an electronic mail address([email protected]) to which Customer may submit routine or non‐critical support requests. Email Support Requests will be addressed by Websoft during its regular business hours of 5:00 a.m. until 5:00 p.m. Pacific time Monday through Friday.

Online Support Materials. Websoft will make available to Customer certain archived client‐side software updates and other technical information in Websoft’s online support databases. This Online Support will be continuously available to Customers.

Upgrade/Downgrade of Severity Level
If, during the Support Request process, the issue either warrants assignment of a higher severity level than currently assigned or no longer warrants the severity level currently assigned based on its current impact on the production database, then the severity level will be upgraded or downgraded accordingly to the severity level that most appropriately reflects its current impact.

Third Party Product Support
If any third‐party software is supplied by Websoft, Websoft disclaims allsupport obligations for such third‐ party software, unless expressly specified by Websoft in Customer’s Agreement.

August 2025. Cloud Service Master Agreement Terms and Conditions - Exhibit A

Exclusions
The following Support Exclusions are not covered by this Support Policy: (a) Support required due to Customer’s or any End User’s or third party’s misuse of the Services; (b) Support during times outside of Websoft’sregular business hours stated above; (c) Support necessitated by external factors outside of Websoft’s reasonable control, including any force majeure event or Internet access or related problems.

Response and Resolution Goals
Websoft will respond to Customer’s Support Requests in a manner appropriate forthe severity of the reported issue and will use good faith efforts to achieve the goals listed below.

A. Critical Severity Level
Definition. System or application is non‐functional or seriously affected and there is no reasonable workaround available (e.g., business is halted).

Response goal. Confirmation of receipt within 1 business hour. Update as information arrives or at the interval agreed with the Customer.

Resolution goal. Upon confirmation of receipt, Websoft begins continuous work on the case. Websoftwill put forth the effort to provide a workaround, fix, or estimated completion date within 72 hours after the problem has been diagnosed and/or replicated, provided there is an agency representative available to assist with issue diagnosis and testing during the resolution process.

B. High Severity Level
Definition. System or application is affected and there is no workaround available, or the workaround is impractical (e.g., system response is very slow, day to day operations continue but are impacted by the work around).

Response goal. Confirmation of receipt within 4 business hours.

Resolution goal. Websoft will put forth the effort to provide a workaround or fix or estimated completion date within 14 business days after the problem has been diagnosed and/or replicated.

C. Medium Severity Level
Definition. System or application feature is non‐functional, and a convenient workaround exists (e.g., non‐ critical feature is unavailable or requires additional user intervention).

Response goal. Confirmation of receipt within 8 business hours.

Resolution goal. Websoft will put forth the effort to provide a workaround or fix or estimated completion date within 21 business days after the problem has been diagnosed and/or replicated.

August 2025. Cloud Service Master Agreement Terms and Conditions - Exhibit A

D. Low Severity Level
Definition. System or application feature works, but there is a minor problem (e.g., incorrect label, or cosmetic defect).

Response goal. Confirmation of receipt within 24 business hours Resolution goal. Resolution for the issue may be released as a patch set or be incorporated into a future release of the product.

II. AVAILABILITY
Service Availability:

Websoft will use commercially reasonable efforts to (a) provide bandwidth sufficient for Customer’s use of the Cloud Service provided hereunder and in an applicable Order Form and (b) operate and manage the Cloud Service with a ninety‐nine and one‐half percent (99.5%) uptime goal (the “Availability SLA”), excluding situations identified as “Exclusions” below.
“Exclusions"means any outage thatresultsfrom any ofthe following:
(a) Any maintenance performed by Websoft during Websoft’s standard maintenance windows.

Websoft will notify Customer within forty‐eight (48) hours of any standard maintenance and within twenty‐four (24) hours for other non‐standard emergency maintenance (collectively referred to herein as “Scheduled Maintenance”).
(b) Customer’s information content or application programming, or the acts or omissions of Customer or its agents, including, without limitation, the following:

1. Customer’s failure to provide Websoft with reasonable advance prior notice of any pending unusual large deployments of new nodes (e.g., adding over ten (10) percent total nodes in less than twenty‐four (24) hours);

2. Customer’simplementation of any significant configuration changes, including changesthat lead to a greater than thirty percent (30%) change in a one week period or greater than fifty percent (50%) change in a one month period in the number of key objects in the system including but not limited to metrics, snapshots, nodes, events and business transactions;

3. Any misconfiguration by Customer (as determined in Websoft’s sole discretion), including, without limitation, configuration errors and bad or unintended usage of the Cloud Service; and

4. Force majeure or other circumstances beyond Websoft’s reasonable control that could not be avoided by its exercise of due care.
(c) Failures of the Internet backbone, telecommunications systems, ISP failures, or the network by which Customer connects to the Internet backbone or any other network unavailability. (d) Any window of time when Customer agreesthat Cloud Service availability/unavailability will not be monitored or counted.
(e) Any problems resulting from Customer combining or merging the Cloud Service with any hardware or software not supplied by Websoft or not identified by Websoft in the Specifications as being compatible with the Cloud Service.

August 2025. Cloud Service Master Agreement Terms and Conditions - Exhibit A

(f) Interruptions or delays in providing the Cloud Service resulting from telecommunication or Internetservice provider failures. Customer’s or any third party’s use of the Cloud Service in an unauthorized or unlawful manner.

Remedies for Excessive Downtime:

In the event the Availability of the Cloud Service falls below the Availability SLA in a given calendar month, Websoft will pay Customer a service credit (“Service Credit”) equal to the percentage of the fees set forth in the table below corresponding to the actual Availability of the Cloud Service during the applicable calendar month. Websoft will apply any Service Credits only against future Cloud Service payments otherwise due from Customer. Service Credits will not entitle Customer to any refund or other payment from Websoft. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in this Agreement, Customer’s sole and exclusive remedy for any unavailability, non‐performance, or other failure by Websoft to provide the Cloud Service is the receipt of a Service Credit (if eligible) in accordance with the terms of this Exhibit A.

System availability is measured by the following formula: x = (n ‐ y) *100 / n Notes:
(1) "x" is the uptime percentage; "n" is the total number of hours in the given calendar month minus Exclusions; and "y" isthe total number of downtime hoursin the given calendar month not caused by an Exclusion.

Service Availability Percentage of Monthly Service Fees Credited >99.5% 0%

95.0% ‐ < 99.5% 5% (max of $280)

90.0% ‐ < 95.0% 10% (max of $560)

80.0% ‐ < 90.0% 20% (max $840)

70.0% ‐ < 80.0% 30% (max of $1,120)

60.0% ‐ < 70.0% 40% (max of $1,400)
< 50% 50% (max of $2,800)
Customer Account Login:

For Websoft userinterface access, Websoft uses TLS 1.2 with AES 256 bit orsimilar encryption for protection of data in transit, which is supported by most modern browsers. Websoft will also restrict applicable administrative user interface access to Customer corporate networks for additional security on written request by Customer.

Hosting:

Websoft’s SaaS platform (servers, infrastructure, and storage) for the Cloud Service is and will remain hosted in one of the largest data centers in North America, specifically designed and constructed to deliver world‐ class physical security, power availability, infrastructure flexibility and growth capacity. Websoft’s data center provider is and will remain SSAE 18 SOC2 compliant, meaning it has been fully independently audited to verify the validity and functionality of its control activities and processes. Every Server for the Services is and will remain operated in a fully redundant fail‐over pair to ensure high availability. Data is and will remain backed up nightly, stored redundantly and will be restored rapidly in case of failure.

Security Patching and updates are actively evaluated by engineers and will be deployed based upon

August 2025. Cloud Service Master Agreement Terms and Conditions - Exhibit A

the impact and risk and stability benefits they offer to Websoft’s SaaS platform and Customers.

Websoft will attempt to provide customersreasonable prior notice to security changes, updates, and patches, unless the delay will lead to a significant risk of impact to customer data.

Fees:

Maintenance and Support Services, as described herein, are included in the Cloud Service Subscription for no additional fees, except as follows:

Websoft will bill Customer on an hourly basis for the following services that are beyond the scope of standard Maintenance and Support Services;
(a) Maintenance or Support in cases where repeated operator‐produced error by the same user continues to occur despite notification to Customer;
(b) Maintenance and Support associated with applications not purchased by Customer from Websoft, as documented in an appropriate Order Form or Statement of Work; (c) Maintenance andSupport outside the scope of this Agreement; (d) Maintenance and Support necessitated by Customer’s failure to provide adequate internal controls to ensure the accuracy and appropriate use of the Cloud Software or Cloud Service and compliance with local, state and federal regulations and auditors requirements; (e) Costs associated with Customer’s creation or modification of data in Websoft’s database except through the appropriate use of the Cloud Software or Cloud Service; (f) Costs associated with Customer’s own actions to integrate the Cloud Software or Cloud Service with applications or services not purchased from Websoft; (g) Costs associated with Customer’sfailure to meet the terms and conditions of this Agreement; (h) Costs associated with additional labor or out of pocket expenses incurred while providing support to Customer in cases where Websoft has requested but Customer has denied remote access into a user workstation or the server housing the Cloud Software; and (i) Labor and travel costs associated with providing on‐site for services covered by this Agreement.

August 2025. Websoft Professional Services Terms and Conditions Page | 1

WEBSOFT DEVELOPERS, INC

PROFESSIONAL SERVICES AGREEMENT

TERMS AND CONDITIONS
These Terms and Conditions, together with each Order Form entered into by the Parties that references such Terms and Conditions, constitute a binding agreement (“Agreement”) by and between Websoft Developers, Inc. (“Websoft”) and the Customer identified on the Order Form (“Customer”). These Terms and Conditions become effective as of the date of the related Order Form. Each of Websoft and Customer is referred to herein individually as a “Party” and collectively as the “Parties.” The Agreement governs the provision by Websoft, and the receipt by Customer, of the Professional Services (defined below) that Websoft provides to Customer.

1. SCOPE OF SERVICES.
(a) Subject to compliance with the terms and conditions of the Agreement, Websoft will provide Customer with certain skilled services, such as software implementation, configuration, conversion, customization, upgrade, data extraction, diagnostic, training and/or other services (collectively “Professional Services”) as specified in the applicable order form executed by Websoft and Customer (each an “Order Form”). Any such Order Form must reference these Terms and Conditions.
(b) Each Order Form, or will include, at a minimum: (i) a description of the Professional Services and any deliverables and/or materials to be provided to Customer (each, a “Deliverable”); (ii) applicable fees and payment terms for such Professional Services, if not elsewhere specified, and (iii) other details regarding the Professional Services. All Order Forms will be subject to these Terms and Conditions.
(c) For certain types of Professional Services, Websoft will prepare and make available to Customer a scope of work or cloud migration project packet before commencing such services. (d) Customer acknowledges that data conversion services are limited to three (3) years of data.

2. CHANGE ORDERS.

If the Customer or Websoft requests a change in any of the specifications, requirements, Deliverables, or scope (including drawings and designs) of the Professional Services described in any Order Form, the Party seeking the change will propose the applicable changes by written notice.

Within a reasonable amount of time (not to exceed four (4) business days in the case of implementation services) after receipt of written notice, each Party’s designated personnel will meet, either in person or via telephone conference, to discuss and agree upon any proposed changes. Thereafter, Websoft will prepare a change order describing the proposed changes and any associated changes in the Deliverables, Deliverable schedule, fees and/or expenses, or other aspects of the change (each, a “Change Order”).

August 2025. Websoft Professional Services Terms and Conditions Page | 2
Change Orders will not be binding until they are executed by both parties. Executed Change Orders will be deemed part of, and subject to, the Agreement. If the parties disagree about the proposed changes, they will promptly escalate the change request to their respective senior management for resolution.

In the event the Customer requires significant changes (either individually or cumulatively across Change Order(s)) which Websoft reasonably determines are (i) a material modification of the nature or scope of Professional Services being purchased and/or (ii) significantly outside any Supported Configuration (as defined below), Websoft may, upon no less than thirty (30) days’ notice to the Customer, suspend or terminate the applicable Order Form and/or Change Order(s). In the event of any such termination or suspension, the parties will work together in finalizing agreed-upon Deliverables. Unless otherwise expressly agreed to by the Parties at the time of any such material change, Websoft will not be deemed to have waived any of the Customer’s payment obligations in respect of completed Deliverables. A “Supported Configuration” means a software configuration that can be consistently supported by Websoft via APIs, does not require direct database changes and is capable of being tested and maintained by Websoft.

3. ACCEPTANCE.
(a) Acceptance. Unless indicated to the contrary in the Order Form, the Professional Services and accompanying Deliverables will be deemed accepted upon delivery. (b) Review. Review and testing of Deliverables, if so indicated in the Order Form, shall be conducted pursuant to the acceptance criteria or test plans mutually agreed upon in writing by the Parties and shall take place within the mutually agreed timeframes established in the project plan or schedule. Absent mutual agreement to the contrary, Customer will provide Websoft with written notification of acceptance or rejection for each Deliverable within five (5) business days of delivery (the “Acceptance Period”). Failure to reject a Deliverable within the Acceptance Period will be deemed acceptance. If Customer, in its reasonable and good faith judgment, determines that any submitted Deliverable does not satisfy mutually agreed-upon acceptance criteria, Customer must so notify Websoft in writing before the end of the Acceptance Period, specifying the deficiencies in detail. Websoft will use commercially reasonable efforts to correct such deficiencies and resubmit the Deliverable to Customer as soon as practicable.

4. OWNERSHIP RIGHTS AND LICENSES.
(a) License for Deliverables. Subject to these Terms and Conditions and upon payment of fees due under an applicable Order Form, Websoft grants Customer a limited, non-exclusive, worldwide, nontransferable, terminable license to use the Deliverables solely for Customer’s internal operations in connection with authorized use of the applicable Websoft services.

Notwithstanding any other provision of these terms and conditions, nothing herein is intended to assign or transfer any intellectual property rightsin the proprietary tools, libraries, know-how, techniques, and expertise (“Tools”) used by Websoft to develop the Deliverables and/or provide the Professional Services.
(b) ProprietaryRights.Asbetween theparties,Websoftshallsolely andexclusively own allright, title, and interest in the Professional Services, Deliverables, and any software provided by Websoft, including all modifications, enhancements, and derivative works thereof and any other of

August 2025. Websoft Professional Services Terms and Conditions Page | 3
Websoft’s products or services, whether created by Websoft or Customer, together with all intellectual property andother proprietary rights therein. Customer herebymakes all assignments necessary to accomplish the foregoing ownership. None of the Professional Services or Deliverables will be deemed to constitute work product or work-for-hire inuring to the benefit of Customer.
(c) No Reverse Engineering. Deliverables constitute Websoft Confidential Information and Customermay notreverseengineer, decompile, disassemble,translate, copy,reproduce, display, publish, create derivative works of, assign, sell, lease, rent, license or grant any interest in the Deliverables to any party except as expressly permitted by Websoft. (d) Conflicting Language. In the event any language conflicting with this Section 4 is added to any Order Form or ChangeOrder, the parties expressly agree that such statement will have no effect on Websoft’s rights as set out herein.

5. COOPERATION.
(a) Customer Cooperation. Websoft’s ability to successfully perform the Professional Services is dependent upon Customer’s reasonable and good faith cooperation by, without limitation:
(i) allocating sufficient resources and timely performing any tasks reasonably necessary to enable Websoft to perform its obligations under each Order Form; (ii) timely delivering any materials and other obligations required under each Order Form; (iii) providing Websoft with access to Customer’s sites and facilities during Customer’s normal business hours and as otherwise reasonably required by Websoft to perform the Professional Services; (iv) timely responding to Websoft’s inquiries related to the Professional Services; (v) assigning a project manager as a primary point of contact for Websoft; (vi) actively participating in scheduled project meetings; and (vii) providing, in a timely manner and at no charge to Websoft, office workspace, telephone and other facilities, suitably configured computer equipment, access to Customer’s appropriate and knowledgeable employees and continuous administrative access to Customer’s accounts, and coordination of onsite and telephonic meetings all as reasonably required by Websoft.
(b) Customer Delays. Delays in Websoft’s provision of the Professional Services caused by Customer (each, a “Delay”), during any implementation period may have adverse collateral effects on Websoft’s overall work schedule. If Websoft’s performance of any of its obligations in respect of the Professional Services is prevented or delayed by any act or omission by Customer, or failure by Customer to perform any of its obligations hereunder the Agreement, such as those identified in subsection (a) above:
• Websoft shall, without limiting its other rights or remedies, have the right to suspend performance of the Professional Services and relieve it from the performance of any of its obligations until Customer remedies the Delay. • Although Websoft will use its commercially reasonable efforts to promptly resume work following a Delay, Customer acknowledges that schedules for the Professional Services may be delayed by more than the number of days delayed by Customer.

August 2025. Websoft Professional Services Terms and Conditions Page | 4
• Customer agrees that if additional time is required to complete the Professional Services as the result of Customer Delays, such time will be charged to Customer at Websoft’s then-current time-and-materials rates.
(c) Customer Postponements. If Customer wishes to postpone or fails to be available for a scheduled meeting, training session or other activity, it shall provide Websoft with no less than two (2) business days’ written notice of such postponement or non-availability. If Customer fails to provide such notice in the required time period, Websoft’s shall invoice the Customer for lost or delayed scheduled time, with a minimum charge of two (2) hours.

Additional charges may apply based on the resources and preparation required for the meeting. Such liability will be in addition to the charge for the services at the time they are performed.

6. PAYMENT TERMS.
(a) Invoicing and Payment. Customer will be invoiced for the amounts and at the times set forth in the Order Form. Professional Services fees are due and payable within thirty (30) days of the invoice date.
(b) Billing Info&OverdueCharges. Customerisresponsible for keepingWebsoft accurately and fully informed of Customer’s billing and contact information, including providing any purchase order numbers in advance of invoice issuance. If any Professional Service fees are not received from Customer by the due date, they will accrue interest at the rate of one and a half percent (1.5%) oftheoutstanding balanceper month, orthemaximumratepermittedby law,whichever is lower. (c) Overdue Payments. If any amount owing by Customer hereunder for any of the Professional Services is thirty (30) or more days overdue, Websoft may, without limiting its other rights and remedies, accelerate Customer’s other unpaid fee obligations, if any, hereunder (including any Order Form) so that all such obligations become immediately due and payable, suspend the Professional Services and/or stop performance of the Professional Services until such amounts are paid in full.
(d) Taxes. Professional Servicesfees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, "Taxes"). Customer isresponsible for paying all Taxes. If Websoft has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides Websoft with a valid tax exemption certificate authorized by the appropriate taxing authority prior to invoice issuance.

For clarity, Websoft is solely responsible for taxes assessable against it based on Websoft’s income, property, and employees.

7. WARRANTY.

August 2025. Websoft Professional Services Terms and Conditions Page | 5
Websoft warrants that the Professional Services will be performed for and delivered to Customer in a good, diligent, workmanlike manner, consistent with the practices and standards of care generally accepted within and expected of Websoft’s industry. For any breach of the above warranty, Customer’s sole remedy will be the re-performance of the applicable Professional Services by Websoft. This warranty will be in effect for a period of ninety (90) days from acceptance of any Professional Services.

8. DISCLAIMER.

Section 7 sets forth the sole and exclusive warranties and remedies related to the Professional Services, Deliverables and Tools performed or provided hereunder. TO THE MAXIMUM EXTENT

PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, WEBSOFT DOES NOT

MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,

AND WEBSOFT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES

OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. EXCEPT AS PROVIDED HEREIN, THE PROFESSIONAL SERVICES AND DELIVERABLES PROVIDED TO CUSTOMER ARE ON AN “AS IS” AND “AS AVAILABLE” BASIS.

9. TERM AND TERMINATION.
(a) Term. The Agreement commences on the date of last signature on the first Order Form issued hereunder (“Effective Date”) and will remain in effect until terminated in accordance with this section (the “Term”). Each Order Form will commence on the date it islast signed and will expire upon completion of the projectset forth in the applicable Order Form. (b) Cancellation. Once signed by both parties, an Order Form will be non-cancellable, except as otherwise explicitly stated in such Order Form.
(c) Termination. This Agreement will terminate automatically when any agreement for Cloud Services to which this Agreement is related and/or all Order Forms referencing this Agreement are terminated or expired. Either Party may terminate this Agreement for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration ofsuch period, or(ii)if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
(d) Effect of Termination. For the avoidance of doubt, termination under any of the foregoing subsectionswill not affect Customer’s outstanding payment obligations to Websoft in respect of Professional Services and Deliverables provided prior to such termination. Upon any termination of this Agreement, Customer will have no rights to continue receipt of any on-going or additional Professional Services, whether or not such Professional Services are completed prior to such termination.
(e) Survival. All fees that have accrued as of such expiration or termination, and Sections 1, 5, 8, 9- 12, 13(c), 14(d), 15, 16 and 17 will survive any expiration or termination hereof.

August 2025. Websoft Professional Services Terms and Conditions Page | 6

10. CONFIDENTIALITY.
(a) Confidentiality Term. The obligations described in this Section commence on the Effective Date and will continue until two (2) years following any termination or expiration of this Agreement (“Confidentiality Term”).
(b) Definitions. “Disclosing Party” and “Recipient” refer respectively to the party which discloses information and the party to which information is disclosed in a given exchange. “Confidential Information” means all disclosed information relating in whole or in part to non-public data, proprietary data compilations, computer source codes, compiled or object codes, scripted programming statements, byte codes or data codes, entity-relation or workflow diagrams, financial records or information, client records or information, organizational or personnel information, business plans, or works-in-progress, even where such works, when completed, would not necessarily comprise Confidential Information. The foregoing listing isnotintended by the Partiesto be comprehensive, and any information whichDisclosing Party marks or otherwise designates as “Confidential” or “Proprietary” will be deemed and treated as Confidential Information, as will information that would reasonably be considered to be confidential given its nature and the circumstances under which it is disclosed. Information which qualifies as Confidential Information may be presented to Recipient in oral, written, graphic, and/or machine-readable formats. Regardless of presentation format, such information will be deemed and treated as Confidential Information.
(c) Confidentiality Obligations. During the Confidentiality Term (as defined below) and subjectto the other terms of this Agreement (including Websoft’s Privacy Policy, accessible at https://sprbrk.box.com/v/sprbrk-privacy-policy, which URL and its content may be updated from time to time by Websoft), Recipient will protect the confidentiality of Confidential Information using the same degree of care that it uses to protect its own information of similar importance, but will in any case use no less than a reasonable degree of care to protect Confidential Information. Recipient will not directly or indirectly disclose Confidential Information or any part thereof to any third party without Disclosing Party’s advance express written authorization to do so. Recipient may disclose Confidential Information only to its employees, contractors, or advisors on a need-to-know basis and who are bound by confidentiality and non-use restrictions at least as stringent as those contained herein. In responding to a request for Confidential Information, Recipient will cooperate with Disclosing Party, in a timely fashion and in a manner consistent with applicable laws, to protect the Confidential Information to the fullest extent possible. (d) Legally Compelled Information. In the event the Recipient becomes legally compelled (by deposition, interrogatory, requests for documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, or the Recipient determines that it is obligated by law, rule, statute or governmental regulation to disclose any of the Confidential Information, the Recipient shall provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party, if possible, may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, the Recipient agrees to furnish only that portion of the Confidential Information that it is legally required to furnish and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such

August 2025. Websoft Professional Services Terms and Conditions Page | 7
Confidential Information. A Party’s obligations hereunder with respect to legally compelled information shall continue to be applicable for all other purposes. (e) Publicity. During the Term of this Agreement, including the term of any amendment hereto, Websoft may publicly disclose its ongoing business relationship with Customer. Such disclosures may indicate Customer's identity and the Websoft Services provided or contracted to be provided to Customer. These disclosures may include pressreleases or other communications to media, display on Websoft web sites, or use in other marketing activities, but will not include non-public information or indicate Customer's express endorsement of Websoft's products or services without Customer's prior written authorization. (f) Customer’s Confidential Information. Websoft will have the right to use any Customer Confidential Information solely for providing the Professional Services to Customer hereunder.

Notwithstanding the foregoing, Websoft may use aggregate Customer Confidential Information for Websoft development, internal training, and other reasonable business purposes not specific to Customer or its End Users.

11. LIMITATION OF LIABILITY.
(a) Waiver of Consequential Damages. Neither Websoft nor any other person or entity involved in creating, producing, or delivering the Professional Services, including any Deliverables, will be liable for any indirect, incidental, special, punitive, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, loss of revenue, service interruption, computer damage or system failure or the cost of substitute products or services, or other commercial or economic loss of any kind whatsoever, or any liability of Customer to a third party, arising out of or in connection with this Agreement or from the use of or inability to use the Professional Services, whether based on warranty, contract, tort (including negligence), product liability or any other legaltheory, even if Websoft was advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, so the above limitations may not apply to Customer. (b) In no event will Websoft’s aggregate liability hereunder to Customer or any third party arising out of orin connection with this Agreement orfrom the use of orinability to use the Professional Services, whether in contract, tort or under any other theory of liability, exceed the total amount paid by Customerin the twelve (12)month period preceding the incident. These limitations shall apply notwithstanding any failure of essential purpose of any remedy.

12. GENERAL.
(a) Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder must be in writing and will be deemed to have been given upon: (i) personal delivery, (ii) the third business day after mailing by first class mail, or (iii) sending by confirmed email if sent during the recipient’s normal business hours (or, if not, then on the next business day).

Notices will be sent to the address specified by the recipient in writing when entering into this Agreement or establishing Customer’s account for the Professional Services (or such other address as the recipient may thereafter specify by notice given in accordance with this Section 12(a)). Customer’s email address for communication and notice purposes relating to this

August 2025. Websoft Professional Services Terms and Conditions Page | 8
Agreement will be set forth on the Order Form (or subsequent email addresses as advised by Customer). Customer agrees to accept emails from Websoft at the e-mail address specified in the Order Form.
(b) Compliance with Laws. Each party will comply with all applicable laws and regulations with respect to its activities under this Agreement including, but not limited to, the export laws and regulations of the United States and other applicable jurisdictions. (c) Relationship of Parties. Websoft’s relationship with Customer pursuant to this Agreement will be that of an independent contractor. Neither party will have any authority to bind the other, to assume or create any obligation, to enter into any agreements, or to make any warranties or representations on behalf of the other. Nothing in this Agreement will be deemed to create any agency, partnership, orjoint venture relationship between the parties. (d) Use of Contractors. Websoft reservesthe right to use third parties(who are under a covenant of confidentiality withWebsoft), including, but not limited to, offshore subcontractors to assist with the Professional Services, including, without limitation, any data migration, configuration, implementation, and custom code development processes.
(e) Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
(f) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect. (g) Assignment. Customer may not assign or transfer this Agreement or anyOrder Form hereunder, whether by operation of law or otherwise, without the prior written consent of Websoft. Any attempted assignment or transfer, without such consent, will be void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
(h) Force Majeure. Websoftwill not be liable for any delay or failure to perform under this Agreement to the extent such delay or failure results from circumstances or causes beyond the reasonable control of Websoft.
(i) Dispute Resolution This Agreement is governed by the laws of the State of Utah without regard for its conflict of laws principles. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, including the Emergency Interim Relief Procedures, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The number of arbitrators shall be one (1) unless the Parties mutually agree otherwise. The place of arbitration will be the State of Utah. Either party may

August 2025. Websoft Professional Services Terms and Conditions Page | 9
apply to the arbitrator for injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either Party also may, without waiving any remedy hereunder, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the arbitrator’s determination of the merits of the controversy. Each party will initially bear its own expenses and an equal share of the costs of the arbitration, but the prevailing party may be awarded its expenses, reasonable attorneys’ fees, and costs.
(j) Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior communications, agreements, proposals, or representations, written or oral, concerning its subject matter. Notwithstanding any language to the contrary therein, no additional or conflicting terms or conditions stated in any master agreement to which this Agreement is incorporated, any Customer Order Form or other order documentation, will be incorporated into or form any part of this Agreement unless expressly agreed to by both parties in a mutually signed writing, and all such terms or conditions will be null. Under no circumstances will the terms, conditions or provisions of any RFP, purchase order, invoice or administrative document issued by Customer in connection with this Agreement be deemed to modify, alter, or expand this Agreement, regardless of any failure of Websoft to object to such terms, provisions, or conditions. No other act, document, usage, custom or waiver will be deemed to amend or modify this Agreement unless agreed to in writing signed by a duly authorized representative of both parties.

ADDENDUM TO

CITY OF TURLOCK

AGREEMENT FOR SERVICES
Contractor: Websoft Developers, Inc. Date: June 23, 2026 City Contract No. 2026-185 Scope of Work: Mobile MMS Subscription 04/2026

1. INSURANCE:

Websoft shall not commence work under this Agreement until Websoft has obtained City’s approval regarding all insurance requirements, forms, endorsements, amounts, and carrier ratings, nor shall Websoft allow any subcontractor to commence work on a subcontract until all similar insurance required of the subcontractor shall have been so obtained and approved.

Websoft shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Websoft, its agents, representatives, employees or subcontractors. Failure to maintain or renew coverage or to provide evidence of renewal may constitute a material breach of contract. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to City. (a) Commercial General Liability Insurance: Websoft 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 this Project or the general aggregate shall be doubled.
(b) Workers’ Compensation Insurance: Websoft shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance with limits of at least One Million Dollars ($1,000,000.00) each accident or disease. Websoft shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.
(c) Commercial Automobile Liability Insurance: Websoft shall maintain commercial automobile liability insurance using ISO Business Auto Coverage form CA 00 01, or the equivalent, in the amount of no less than Two Million Dollars ($2,000,000.00) each accident for owned, leased, hired, non-owned, and borrowed automobiles. The policy shall provide and be endorsed that the City, its officials, officers, agents, employees, and volunteers are included or named as additional insureds. If Websoft owns no vehicles, this requirement may be met through a non-owned auto coverage or an endorsement to the CGL policy. (d) Cyber Liability Insurance or Technology Errors and Omissions Insurance:

Websoft shall maintain Cyber Liability Insurance with limits not less than Two Million Dollars ($2,000,000.00) per claim. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Websoft in this agreement and shall include, but not be limited to,

ADDENDUM TO

CITY OF TURLOCK

AGREEMENT FOR SERVICES
Contractor: Websoft Developers, Inc. Date: June 23, 2026 City Contract No. 2026-185 Scope of Work: Mobile MMS Subscription 04/2026

claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information or personally identifiable information (PII), alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations.

If the Websoft carries Technology Errors and Omissions Insurance in lieu of Cyber Liability Insurance, the technology errors and omissions insurance shall provide the same coverage and limit as the Cyber Liability hereinabove described, as well as coverage that insures against professional errors and omissions that may result from providing technology services and products in the same minimum amount per claim and in the aggregate as the aforementioned Cyber Liability. Any policy inception date, continuity date, or retroactive date must be before the effective date of the start of work, and Websoft agrees to maintain continuous coverage through a period no less than three (3) years after completion of the work. (e) Professional Liability Insurance: Websoft shall maintain professional liability insurance that insures against professional errors and omissions that may be made in performing the Services to be rendered in connection with this Agreement, in the minimum amount of Two Million Dollars ($2,000,000.00) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. (f) Umbrella or Excess Policy: Websoft may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying policies of insurance. No coverage or policies maintained by the City (“Additional Insureds”), whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Professional’s primary and excess liability policies are exhausted.
(g) Deductibles and Self-Insured Retentions: Upon request of City, any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elective and appointive boards, officers, agents, employees, and volunteers; or (2) Websoft shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration and defense expenses.

ADDENDUM TO

CITY OF TURLOCK

AGREEMENT FOR SERVICES
Contractor: Websoft Developers, Inc. Date: June 23, 2026 City Contract No. 2026-185 Scope of Work: Mobile MMS Subscription 04/2026

(h) Other Insurance Provisions: The commercial general liability policy shall contain, or be endorsed to contain, the following provisions:
(1) City, its elective and appointive boards, officers, agents, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of Websoft, 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 Websoft’s insurance (at least as broad as ISO CG 20 10 for ongoing operations and CG 20 37 for products/completed operations for construction services). (2) For any claims related to this project, Websoft’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 Websoft’s insurance and shall not contribute with it. (3) In the event of cancellation, non-renewal, or material change that reduces or restricts the insurance coverage afforded to City under this Agreement, the insurer, broker/producer, or Websoft 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. (i) Acceptability of Insurers: Insurance is to be placed with insurers admitted in California with a current A.M. Best’s rating of no less than A-:VII or with an insurer to which the City has provided prior approval.
(j) Additional Insurance Requirements: Within five (5) days of the Effective Date, Websoft shall provide City with certificates of insurance and amendatory endorsements for all of the policies required under this Agreement (“Certificates and Endorsements”). Such Certificates and Endorsements shall be kept current for the Term of the Agreement and Websoft shall be responsible for providing updated copies. With the exception of the workers’ compensation insurance, all of the insurance policies required in this Agreement shall: (a) provide that the policy will not be cancelled, allowed to expire, or materially reduced in coverage without at least thirty (30) days’ prior written notice to City of such cancellation, expiration, or reduction and each policy shall be endorsed to state such. If a carrier will not provide the required notice of cancellation, the Websoft shall provide written notice to the City no later than ten (10) business days before cancellation; (b) name City, and City’s Agents as additional insureds with respect to liability arising out of Services, work or operations performed by or on behalf of Professional and

ADDENDUM TO

CITY OF TURLOCK

AGREEMENT FOR SERVICES
Contractor: Websoft Developers, Inc. Date: June 23, 2026 City Contract No. 2026-185 Scope of Work: Mobile MMS Subscription 04/2026

shall be endorsed to state such; (c) name City of Turlock as a certificate holder; (d) cover products and completed operations of Professional, premises owned, occupied, or used by the Professional, or automobiles owned, leased, or hired or borrowed by the Professional; contain no special limitations on the scope of protection afforded to City; (e) allow and be endorsed primary with respect to any insurance or self-insurance programs covering City or City’s Agents and any insurance or self-insurance maintained by City or City’s Agents shall be in excess of Professional’s insurance and shall not contribute to it; (f) contain standard separation of insured provisions; and (g) state that any failure to comply with reporting or other provisions of the policy including breaches of warranties shall not affect the coverage provided to City. (k) Waiver of Subrogation: With the exception of professional liability, Websoft hereby agrees to waive subrogation which any insurer of Websoft may acquire from Websoft by virtue of the payment of any loss. The commercial general liability policy, automobile liability policy, and workers’ compensation policy shall be endorsed to contain a waiver of subrogation in favor of City for all work performed by Websoft, its agents, employees, independent contractors and subcontractors. Websoft shall provide written proof of waiver of subrogation in the Certificate of Insurance. Additionally, Websoft agrees to obtain any available endorsements that may be necessary to effectuate this waiver of subrogation. (l) Subcontractors: Websoft shall ensure all subcontractors furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

2. INDEMNIFICATION:

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

Indemnity for other than Professional Liability: Other than in the performance of professional services and to the full extent permitted by law, Websoft shall indemnify, defend, and hold harmless City and any and all of its elective and appointive boards, officers, officials, agents, employees or volunteers from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or

ADDENDUM TO

CITY OF TURLOCK

AGREEMENT FOR SERVICES
Contractor: Websoft Developers, Inc. Date: June 23, 2026 City Contract No. 2026-185 Scope of Work: Mobile MMS Subscription 04/2026

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 Websoft or by any individual or agency for which Websoft is legally liable, including, but not limited to, officers, agents, employees, or subcontractors of Websoft.

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

4. TERM: The term of this Agreement shall be five (5) years, effective on July 1, 2026 and terminate on June 30, 2031, subject to City’s availability of funds.

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

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

7. CONFIDENTIALITY AND CALIFORNIA PUBLIC RECORDS ACT
COMPLIANCE: Notwithstanding Section 1(f) of Websoft’s Cloud Service Master Agreement, Websoft understands and agrees that City must comply with the California Public Records Act, California Government Code section 7920 et seq. which may affect or limit City’s obligations under Section 1(f).

8. EXECUTION AND COUNTERPARTS. This Addendum may be executed simultaneously, and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. The Parties agree that this Addendum and any other documents to be delivered in connection herewith may be electronically signed and that any electronic signatures appearing on this Addendum or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

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

ADDENDUM TO

CITY OF TURLOCK

AGREEMENT FOR SERVICES
Contractor: Websoft Developers, Inc. Date: June 23, 2026 City Contract No. 2026-185 Scope of Work: Mobile MMS Subscription 04/2026

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

Raquel Brasil
City of Turlock
Municipal Services – Water Quality Control
156 S. Broadway, Suite 270
Turlock, California 95380
Telephone Number: (209) 668-5590
E-mail Address: [email protected]
IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by and through their respective officer’s thereunto duly authorized.

CITY OF TURLOCK, a California municipal WEBSOFT DEVELOPERS, INC., a corporation California corporation
By: _______________________________ By: ______________________________ Christopher Fisher, Interim City Manager
Title: _____________________________
Date: _____________________________
Print name: ________________________
By: _______________________________ Date: _____________________________ Will Richards, Acting Municipal Services
Director
APPROVED AS TO FORM:

By: _______________________________
Katie O. Lucchesi, City Attorney
ATTEST:

By: _______________________________
Nichole Fiez, City Clerk

City Council Staff Report
June 23, 2026
From: Will Richards, Acting Municipal Services Director Prepared by: David Huff, Water Quality Control Manager
Agendized by: Christopher Fisher, Interim City Manager

1. ACTION RECOMMENDED:

Motion: Awarding RFB No. 06-2026 and approving Contract No. 2027-009 with Kemira Water Solutions, Inc. for the supply and delivery of Ferric Chloride for a period of one (1) year, in a total not to exceed amount of $150,000 to be expensed from Fund 410 “Water Quality Control” and Fund 420 “Water”

2. NARRATIVE:

Discussion of Issue
The City of Turlock solicits competitive bids for water and wastewater chemicals for the drinking water distribution system and the Regional Water Quality Control Facility (RWQCF).

These facilities will treat up to 6 billion gallons of groundwater and convert 4 billion gallons of wastewater to recycled water each year.

Ferric Chloride is used as an oxidizing agent for hydrogen sulfite in wastewater sludge and serves as a flocculant in water and wastewater treatment.

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

Bids were issued by BACC on February 19, 2026, on PlanetBids. For fiscal year 26/27, staff recommends awarding based on BACC pricing.

Chemical Lowest Bidder Unit Cost, Units Annual Usage, Units Total Cost, $ Ferric Chloride Kemira Water
Solutions, Inc. $1,164 per dry ton 100 dry tons $150,000 w/28.9% contingency The City’s actual chemical needs will vary based on water quality and treated water/wastewater demands. In addition, the quantities of specific chemicals may be greater than anticipated during periods of low flows and degradation of water source supply. The full budget authority provides the flexibility to respond to these conditions as needed. A 28.9% contingency was added to the total compensation to cover environmental constraints

Agenda Staff Report
6/23/2026
previously mentioned. Contract terms are modified (July 1 to June 30) to align with the annual BACC solicitation process to ensure there are no interruptions in chemical supplies.

3. FISCAL IMPACT / BUDGET AMENDMENT:

There is no impact to the General Fund as a result of the proposed action. 410-51-530.44005_006 “Chemicals Chlorine”
420-52-550.44005_006 “Chemicals Chlorine”

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. Do not approve the agreement. This alternative is not recommended as it could jeopardize service and may put the public health and environment at risk.

B. The City Council could elect to issue its own Request for Bids (RFB) for the procurement of the chemical. However, this alternative is not expected to result in a lower bid.

6. ATTACHMENTS:

1. Agreement CC 2027-009 with Kemira Water Solutions for Supply and Delivery of Ferric Chloride

City Council Staff Report
June 23, 2026
From: Will Richards, Acting Municipal Services Director Prepared by: David Huff, Water Quality Control Manager
Agendized by: Christopher Fisher, Interim City Manager

1. ACTION RECOMMENDED:

Motion: Awarding RFB No. 11-2026 and approving Contract No. 2027-013 with Univar Solutions USA LLC for the supply and delivery of Sodium Bisulfite for a period of one (1) year, in a total not to exceed amount of $200,000 to be expensed from Fund 410 “Water Quality Control”

2. NARRATIVE:

The City of Turlock solicits competitive bids for wastewater chemicals for the Regional Water Quality Control Facility (RWQCF). This facility converts 4 billion gallons of wastewater to recycled water each year. Various chemicals in bulk quantities are used in both wastewater treatment to protect public health and the environment and to ensure the City meets its obligations under its many regulatory permits. The chemical covered under this contract is Sodium Bisulfite, which is used for de-chlorination of treatment wastewater prior to discharge to the San Joaquin River and/or Delta Mendota Canal.

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

Bids were issued by BACC on February 19, 2026, on PlanetBids. For Fiscal Year 26/27 staff recommends awarding based on BACC pricing.

Chemical Lowest Bidder Unit Cost, UnitsAnnual Usage,
Units
Total Cost, $
Sodium
Bisulfite
Univar Solutions

USA LLC
$1.64 per lb 125,000 gallons $200,000
(w/ 7.8% contingency)
The City’s actual chemical needs will vary based on water quality and treated water/wastewater demands. In addition, the quantities of specific chemicals may be greater

Agenda Staff Report
6/23/2026
than anticipated during periods of low flows and degradation of water source supply. The full budget authority provides the flexibility to respond to these conditions as needed. A 7.8% contingency was added to the total compensation to cover environmental constraints previously mentioned. Contract terms are modified (July 1 to June 30) to align with the annual BACC solicitation process to ensure there are no interruptions in chemical supplies.

3. FISCAL IMPACT / BUDGET AMENDMENT:

There is no impact to the General Fund as a result of the proposed action. 410-51-530.44005_006 “Chemicals Chlorine”

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. Do not approve the agreement. This alternative is not recommended as it could jeopardize service and may put the public health and environment at risk.

B. The City Council could elect to issue its own Request for Proposals (RFP) for the procurement of chemical. However, this alternative would likely not result in a lower bid.

6. ATTACHMENTS:

1. Agreement CC 2027-013 with Univar Solutions USA LLC for Sodium Bisulfite

CITY CONTRACT NO. 2027-013 1

AGREEMENT BETWEEN THE CITY OF TURLOCK
and
Univar Solutions USA LLC.
for
Supply and Delivery of Sodium Bisulfite
City Contract No. 2027-013
THIS SUPPLIER AGREEMENT Agreement
City Univar Solutions USA LLC., a limited liability company Supplier Wednesday, July 1, 2026 Effective Date
Parties Party

RECITALS
WHEREAS, City has a need for Supply and Delivery of Sodium Bisulfite; and WHEREAS, Supplier has made a proposal to City to provide Supply and Delivery of Sodium Bisulfite.

A description that of which Supplier proposes to provide is included in Exhibit A attached hereto and incorporated herein by reference; and
WHEREAS, City desires to purchase Supply and Delivery of Sodium Bisulfite from Supplier, subject to the terms and conditions set forth in this Agreement.

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

AGREEMENT

1. RECITALS:
this Agreement by this reference. In the event of any inconsistency between the Recitals and Sections 1 through 38 of this Agreement, Sections 1 through 38 shall prevail.

2. PURCHASE OF PRODUCT:

Supplier agrees to sell, and City agrees to purchase Supply and Delivery of Sodium Bisulfite, as described in Exhibit A.

CITY CONTRACT NO. 2027-013 2

3. SAFETY REQUIREMENT:

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

4. COMPENSATION:

City agrees to pay Supplier in accordance with Exhibit A as full remuneration for performing all Services and furnishing all staffing and materials called for in Exhibit A and for performance by Supplier of all of its duties and obligations under this Agreement. In no event shall the annual amount of this Agreement exceed Two Hundred Thousand and No/100ths Dollars ($200,000.00). Supplier agrees that compensation shall be paid in the manner and at the time set forth below:
(a) Invoices: Supplier shall submit dated invoices to City specifying the date, location and service rendered, and the charge therefor.
(b) Payment: All payments by City shall be made in arrears, after satisfactory service, as determined and approved by City, has been provided. Payment shall be made by City no more than thirty (30) days from City's receipt of invoice.

5. TERM OF AGREEMENT:

The term of this Agreement shall be one (1) year and will commence on the Effective Date and terminate on Wednesday, June 30, 2027 Term
earlier or extend the Term pursuant to this Agreement.

6. EXTENSION OF AGREEMENT:
{Intentionally Omitted}

7. INSURANCE :
all insurance requirements, forms, endorsements, amounts, and carrier ratings, nor shall Supplier allow any subcontractor to commence work on a subcontract until all similar insurance required of the subcontractor shall have been so obtained and approved. Supplier shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Supplier , its agents, representatives, employees or subcontractors.

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

7.1. COMMERCIAL GENERAL LIABILITY:

Supplier shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office (ISO) form CG 00 01, in the amount of no less than Five Million Dollars ($5,000,000.00) per occurrence, Ten Million Dollars ($10,000,000.00) general aggregate, and Five Million Dollars ($5,000,000.00) products and completed operations for bodily injury, personal injury, and property damage. The general aggregate limit shall apply separately to this Project or the general aggregate shall be doubled.

7.2. WORKERS' COMPENSATION INSURANCE AND EMPLOYER'S LIABILITY:

CITY CONTRACT NO. 2027-013 3
One Million Dollars
($1,000,000.00) per accident, with a One Million Dollars ($1,000,000.00) policy limit for bodily injury by disease, and a One Million Dollars ($1,000,000.00)

7.3. 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 per accident for owned, leased, hired, and non-owned, borrowed automobiles.

7.4. SUDDEN AND ACCIDENTAL POLLUTION INSURANCE:

Supplier shall provide sudden and accidental pollution coverage to City, providing coverage for liability arising out of sudden, accidental, and gradual, and remediation. The policy limit shall be no less than Five Million Dollars ($5,000,000.00) per claim. All activities contemplated in this Agreement shall be specifically scheduled designated delivery locations withing the City of Turlock. The policy shall provide and be endorsed to include the City, its officials, officers, agents, employees and volunteers as additional insureds.

7.5. UMBRELLA OR EXCESS POLICY:

Supplier may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true Commercial General Liability and automobile Liability insurance. No insurance coverage or policies maintained shall be called upon to contribute to a loss until the Supplier's primary and excess liability policies are exhausted.

7.6. DEDUCTIBLES AND SELF-INSURED RETENTION:

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

7.7. OTHER INSURANCE PROVISIONS:

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

CITY CONTRACT NO. 2027-013 4
(2) For any claims r
insurance as respects City and any insurance or selfinsurance and shall not contribute with it. (3) In the event of cancellation, non-renewal, or material change that reduces or restricts the insurance coverage afforded to City under this Agreement, the insurer, broker/producer, or Supplier shall tten notice of such cancellation, non-renewal, or material change. (4) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code.

7.8. ACCEPTABILITY OF INSURERS: -
:VII or with an insurer to which the City has provided prior approval.

7.9. VERIFICATION OF COVERAGE:

Supplier shall furnish City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the at any time, to
require complete, certified copies of all required insurance policies and endorsements.

7.10. WAIVER OF SUBROGATION:

With the exception of Supplier liability, Supplier hereby agrees to waive subrogation which any insurer of Supplier may acquire from Supplier by virtue of the payment of any loss. The commercial general liability policy, subrogation in favor of City for all work performed by Supplier, its agents, employees, independent contractors and subcontractors. Supplier shall provide written proof of waiver of subrogation in the Certificate of Insurance.

Additionally, Supplier agrees to obtain any available endorsements that may be necessary to effectuate this waiver of subrogation.

7.11. SUBCONTRACTORS:

Supplier shall ensure all subcontractors furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

7.12. ADDITONAL INSURANCE REQUIREMENTS:

Within five (5) days of the Effective Date, Supplier shall provide City with certificates of insurance and t current for the Term of the Agreement and
insurance, all of the insurance policies required in this Agreement shall: (a) provide that the policy will not be notice to City of such cancellation, expiration, or reduction and each policy shall be endorsed to state such. IF a

CITY CONTRACT NO. 2027-013 5
carrier will not provide the required notice of cancellation, the Supplier shall provide written notice to the City with respect to liability arising out of Services, work or operations performed by or on behalf of Supplier and shall be endorsed to state such; (c) name City of Turlock as a certificate holder; (d) cover products and completed operations of Supplier, premises owned, occupied, or used by the Supplier or automobiles owned, leased, or hired or borrowed by the Supplier; contain no special limitations on the scope of protection afforded to City; (e) allow and be endorsed primary with respect to any insurance or self-insurance programs covering City or and any insurance or selfand shall not contribute to it; (f) contain standard separation of insured provisions; and (g) state that any failure to comply with reporting or other provisions of the policy including breaches of warranties shall not affect the coverage provided to City.

8. INDEMNIFICATION:

To the full extent permitted by law, Supplier shall indemnify, defend, and hold harmless City and any and all of its elective and appointive boards, officers, officials, agents, employees or volunteers from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Supplier or by any individual or agency for which Supplier is legally liable, including, but not limited to, officers, agents, employees, or subcontractors of Supplier.

9. INDEPENDENT CONTRACTOR RELATIONSHIP:

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

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

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

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

CITY CONTRACT NO. 2027-013 6
employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Supplier.

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

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

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

10. TERMINATION:

Either Party may terminate this Agreement with
notice to the other party.

11. CONFIDENTIALITY AND CALIFORNIA PUBLIC RECORDS ACT COMPLIANCE:

Supplier understands and agrees that City must comply with the California Public Records Act, California Government Code section 7920 et seq.

12. CONFORMANCE WITH FEDERAL AND STATE LAW:

All equipment, supplies and services used by Supplier in the performance of this Agreement shall conform to the laws of the government of the United States and the State of California.

13. TIME:

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

14. EXCUSABLE DELAYS; NOTICE TO OTHER PARTY OF DELAY:

Supplier shall not be in breach of this Agreement in the event that performance of Services is temporarily Force Majeure
disturbances, insurrections, explosion, natural disasters such as floods, earthquakes, landslides, fires, strikes, lockouts and other labor disturbances or other catastrophic events, which are beyond the reasonable control of obtain any necessary permits or license
right to use the facilities of any public utility where such failure is due solely to the acts or omissions of the Supplier.

15. ENTIRE AGREEMENT AND MODIFICATION:

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

CITY CONTRACT NO. 2027-013 7

16. AMENDMENTS:

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

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

17. EXECUTION AND COUNTERPARTS:

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

18. PARTIAL INVALIDITY:

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

19. WAIVER:

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

20. AUDIT:

City's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Supplier's charges to City under this Agreement.

Supplier agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment for Supplier Services. City's representative shall have the right to reproduce any of the aforesaid documents.

21. GOVERNING LAW:

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

22. HEADINGS NOT CONTROLLING:

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

23. COMPLIANCE WITH LAWS:

CITY CONTRACT NO. 2027-013 8
Supplier shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws including, but not limited to, prevailing wage laws, if applicable. Supplier shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

24. CITY BUSINESS LICENSE:

Supplier will have a City of Turlock business license.

25. ASSIGNMENT:

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

26. NOTICE:

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

If to City: City of Turlock
Attn: Christopher Fisher, Municipal Services Director
156 S. Broadway, Suite 270
Turlock, California 95380
With courtesy copies to:

Attn: Katie O. Lucchesi, City Attorney
156 S. Broadway, Suite 230
Turlock, California 95380-5456
If to Supplier: Univar Solutions USA LLC.

Attn: Jennifer Perras, Sr. Municipal Bid Specialist
8201 S. 212th St
Kent, WA 98032

27. CITY CONTRACT ADMINISTRATOR:
reement is:

CITY CONTRACT NO. 2027-013 9
Raquel Brasil, Staff Services Technician
156 S. Broadway, Suite 270
Turlock, CA 95380
Telephone: (209) 668-5590 x 4412
E-mail: [email protected]

28. MODIFICATION:

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

29. AUTHORITY:

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

30. VENUE:

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

31. SEVERABILITY:

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

32. ENTIRE AGREEMENT:

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

33. SUPERSEDES PRIOR AGREEMENT:

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

34. MANDATORY AND PERMISSIVE:

CITY CONTRACT NO. 2027-013 10

35. SUCCESSORS AND ASSIGNS:

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

36. ATTORNEY'S FEES AND COSTS:

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

37. NECESSARY ACTS AND FURTHER ASSURANCES:

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

38. NO CONFLICT OF INTEREST :

Supplier represents that no conflict of interest will be created under state or federal law by entering into or in carrying out this Agreement.

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

Univar Solutions USA, LLC, a limited liability
company
CITY OF TURLOCK, a California municipal corporation
**signature_136180**

SIGNATURE
Jennifer Perras

FULL NAME
Sr. Municipal Bid Specialist
TITLE
**date_signed_136180**

DATE SIGNED
**signature_136187**

SIGNATURE
Christopher Fisher

FULL NAME
Acting City Manager
TITLE
**date_signed_136187**

DATE SIGNED
APPROVED AS TO SUFFICIENCY:
**signature_136184**

SIGNATURE
Will Richards

FULL NAME
Acting Municipal Services Director
TITLE
**date_signed_136184**

DATE SIGNED
APPROVED AS TO FORM:
**signature_136186**

SIGNATURE
Katie O. Lucchesi

FULL NAME
City Attorney
TITLE
**date_signed_136186**

DATE SIGNED
ATTEST:

**signature_136185**

SIGNATURE
Nichole Fiez

FULL NAME
City Clerk
TITLE
**date_signed_136185**

DATE SIGNED

Exhibits List
A - Exhibit A

Exhibit A Exhibit A

City Council Staff Report
June 23, 2026
From: Will Richards, Acting Municipal Services Director Prepared by: David Huff, Water Quality Control Manager
Agendized by: Christopher Fisher, Interim City Manager

1. ACTION RECOMMENDED:

Motion: Awarding bid No. 2026-RFP-016 and approving Contract No. 2026-159 with Microbac Laboratories, Inc. for Laboratory Analysis Services for a period of five (5) years, in a total not to exceed amount of $1,800,000 to be expensed from Fund 410 “Water Quality Control” account 410-51-530.43311 “Analysis Water Waste”, Fund 420 “Water” account 420- 52-550.43513 “Water Well Analysis”, Fund 420 “Water” account 420-52-550.43504 “PCE Monitoring & Remediation”, Fund 416 “Recycled Water Sales” account 416-51-530.43311 “Analysis Water Waste” (WQC)

2. NARRATIVE:

The City of Turlock is required to conduct extensive laboratory testing to comply with State and Federal drinking water, wastewater, recycled water, biosolids, and environmental regulations. While the Regional Water Quality Control Facility (RWQCF) laboratory performs many routine analyses, specialized testing must be performed by a California Environmental Laboratory Accreditation Program (ELAP) certified laboratory with the equipment, certifications, and technical expertise necessary to meet regulatory requirements.

The Municipal Services Department operates the City's drinking water, wastewater, stormwater, and recycled water systems. These systems include drinking water wells, water storage tanks, and the Regional Water Quality Control Facility. Collectively, these facilities serve approximately 20,000 water connections and process up to 40 million gallons of drinking water and 12 million gallons of wastewater per day. Regulatory compliance requires routine laboratory analyses on daily, weekly, monthly, quarterly, and annual schedules.

The City's drinking water system is regulated by the State Water Resources Control Board, Division of Drinking Water. The Division requires routine monitoring and laboratory analyses to ensure compliance with drinking water regulations and water quality standards. In addition to routine monitoring, specialized analyses are periodically required to support regulatory compliance, permitting requirements, and the continued operation of the City's water treatment and distribution systems.

The RWQCF operates under National Pollutant Discharge Elimination System (NPDES) permits that require routine monitoring and laboratory analyses to protect water quality and ensure permit compliance. In addition to routine monitoring, the City periodically conducts specialized studies, including Water Characterization Monitoring, Whole Effluent Toxicity testing, Constituents of Emerging Concern studies, Far-Field Dilution Studies, and other regulatory investigations necessary to support permit compliance and future permitting requirements.

The Purchasing Division issued RFP No. 2026-RFP-016 for laboratory analysis services.

Agenda Staff Report
6/23/2026
Two proposals were received:

1. Microbac Laboratories, Inc.

2. BSK Associates, Inc.

Proposals were evaluated based on qualifications, experience, technical capabilities, proximity to the City's laboratory facilities, and the ability to perform required analyses within regulatory holding times. The RFP required proposers to perform a minimum of 70 percent of analytical testing in-house and maintain the certifications necessary to support the City's compliance obligations. Staff determined that Microbac Laboratories, Inc. submitted the most qualified proposal and demonstrated the ability to meet the City's operational, technical, and regulatory requirements.

Staff is recommending authorization to award RFP No. 2026-RFP-016 and approve Contract No. 2026-159 with Microbac Laboratories, Inc.

Approval of this agreement will ensure the continued availability of certified laboratory services necessary to maintain compliance with regulatory requirements, support current and future monitoring programs, and protect public health and the environment.

3. FISCAL IMPACT / BUDGET AMENDMENT:

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

Funding for laboratory analysis services is budgeted annually within the Water Quality Control, Water, and Recycled Water enterprise funds. The proposed five year contract authorization provides sufficient capacity to address routine regulatory monitoring requirements, specialized studies, and future analytical needs associated with the City's drinking water, wastewater, recycled water, and environmental compliance programs. 410-51-530.43311 “Contract - Analysis Water Waste”
420-52-550.43513 “Water Well Analysis”
420-52-550.43504 “PCE Monitoring & Remediation”
416-51-530.43311 “Contract - Analysis Water Waste”

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. Do not approve this Agreement. This alternative is not recommended because without a qualified ELAP-certified contract laboratory, the City would be unable to perform certain required compliance monitoring and analytical testing necessary to meet regulatory requirements. Failure to conduct required analyses could result in permit violations, regulatory enforcement actions, and increased risks to public health and the environment.

6. ATTACHMENTS:

1. Agreement No. 2026-159 with Microbac Laboratories, Inc.

CITY CONTRACT NO. 2026-159 1

AGREEMENT BETWEEN THE CITY OF TURLOCK
and
Microbac Laboratories, Inc.
for
Laboratory Analysis Services
City Contract No. 2026-159
THIS SERVICE PROVIDER AGREEMENT Agreement
City Microbac Laboratories, Inc., a Pennsylvania
Service Provider Wednesday, July 1, 2026 Effective Date Parties Party
Agreement.

RECITALS
A. City seeks to hire an independent contractor to perform Service Provider services to assist City with the Project
B. Service Provider has made a proposal to City to provide such Service Provider services. A description of the services Service Provider proposes to provide is included in the Scope of Services in Exhibit A Services
to perform the Services, subject to the terms and conditions set forth in this Agreement.

C. 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 Compensation Schedule
Services in Exhibit A. NOW, THEREFORE, in consideration of the promises and covenants set forth below, the Parties agree as follows:

CITY CONTRACT NO. 2026-159 2

AGREEMENT

1. RECITALS:

Recitals
this Agreement by this reference. In the event of any inconsistency between the Recitals and Sections 1 through 52 of this Agreement, the 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 Monday, June 30, 2031 Term mutually agree in writing to terminate the Agreement earlier or extend the Term pursuant to this Agreement.

3. EXTENSION OF AGREEMENT:
{Intentionally Omitted}

4. EFFECTIVE DATE:

This Agreement shall only become effective once all of the Parties have execut 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 Modification Modifications
compensation for any Modification of the Services unless the Parties agree otherwise in a writing executed by both Parties.

5.2. CITY REQUESTED MODIFICATION OF SERVICES:

City may, by written order, authorize Modifications to the Services described in Exhibit A. If such Modifications cause an increase in the cost or time required for performance of Service Provider 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 amendment to this Agreement reflecting such revisions, additional compensation, time for performance or such other terms or conditions mutually agreed upon by the Parties.

5.3. SERVICE PROVIDER REQUESTED MODIFICATION IN SERVICES:

Service Provider shall not be compensated for work outside the Services described 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 Project is outside the agreed upon Services. Such notice shall: (1) be supported by substantial evidence that the work is outside the Services; (2) set forth the Service Provider's proposed course of action for completing the work and a specific request for City to approve the Modification to the Services;

CITY CONTRACT NO. 2026-159 3
and
B. City agrees that the work requires a Modification;
C. City approves all adjustments, if any, to the Completion Schedule and Compensation Schedule.

6. COMPENSATION:

6.1. AMOUNT, TIME AND MANNER OF PAYMENT FOR SERVICE PROVIDER SERVICES:

City shall pay Service Provider according to the rates and timing set forth in the Compensation Schedule. On each anniversary date of the Effective Date, Service Provider will be allowe written notice to City. Increases may not exceed increases in the San Francisco-Oakland Consumer Price Index ("CPI er is
compensation to Service Provider shall not exceed One Million Eight Hundred Thousand and No/100ths Dollars ($1,800,000.00 Maximum Payment

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 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 performance of the Services within ten (10) calendar days of the date the Agreement was executed and shall conform to the Completion Schedule. The time of performance is a material term of this Agreement relied on by City in entering into this Agreement.

9. CITY ASSISTANCE TO SERVICE PROVIDER:
{Intentionally Omitted}

CITY CONTRACT NO. 2026-159 4

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 SUBCONTRACTING:

Services under this Agreement shall be performed only by competent personnel under the supervision and direct shall be supervised by
Service Provider. Service Provider is prohibited from subcontracting this Agreement or any part of it unless such subcontracting is expressly approved by City in writing. Neither Party shall, on the basis of this Agreement, contract on behalf of, or in the name of the other Party. An agreement made in violation of this provision shall confer no rights on any Party and shall be null and void.

12. REPRESENTATIONS OF 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 permits required to perform the Services or will obtain such licenses or permits prior to the time such licenses or permits are required. Service Provider shall also ensure 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 Services. Service Provider represents and warrants to City that Service Provider shall, at Service 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 professional manner and shall conform to the customs and standards of practice observed on similar, successfully completed projects by providers of the Services to be provided. Service Provider 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 performed, in addition to all of its obligations under this Agreement and at law, Service Provider shall re-perform or replace unsatisfactory Service at no additional expense to City.

12.3. NO WAIVER OF CLAIMS:

The granting of any progress payment by City, or the receipt thereof by Service Provider, or any inspection, review, approval or oral statement by any representative of City, or state certification shall not, in any way, waive, limit, or replace any certification or approval procedures normally required or lessen the liability of Service Provider to re-perform or replace unsatisfactory Service, including, but not limited to, cases where the unsatisfactory character of such Service may not have been apparent or detected at the time of such payment, inspection, review or approval.

12.4. CITY'S REMEDIES ARE CUMULATIVE:

CITY CONTRACT NO. 2026-159 5
Nothing in this Section shall constitute a waiver or limitation of any right or remedy, whether in equity 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 all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal and local governing bodies having jurisdiction over any or all of the scope of Services, including all provisions of the Occupational Safety and Health Act of 1979 as amended, all California Occupational Safety and Health Regulations, the California Building Code, the Americans with Disabilities Act, any copyright, patent, or trademark law, and all other applicable federal, state, municipal and local safety regulations, appropriate trade association safety standards, and appropriate equipment manufacturer instructions. All Services performed by Service Provider must be in accordance with these laws, regulations applicable to the performance of the Services hereunder shall constitute a breach of contract. In cases where standards conflict, the standard providing the highest degree of protection shall prevail.

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

If a release of a hazardous material, substance, or waste occurs in connection with the performance of this Agreement, Service Provider shall immediately notify City. Service Provider 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 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. Service Provider may be directed or advised by the City Attorney on various matters relating to the performance of the Services on the Project or on other matters pertaining to the Project and, in such event, 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.

CITY CONTRACT NO. 2026-159 6
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 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 performance of Services is temporarily Force Majeure
disturbances, insurrections, explosion, natural disasters such as floods, earthquakes, landslides, fires, strikes, lockouts and other labor disturbances or other catastrophic events, which are beyond the reasonable control of ice
the acts or omissions of the Service Provider.

16. ASSIGNMENT PROHIBITED:

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

17. SUSPENSION OF SERVICES BY CITY:

City reserves the right to suspend Service Provider'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 days, for reasons other than the fault of the Service 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 judgment of the City Manager, is necessary to determine the reasonable value of the Services rendered 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 Services may, upon the request of either Party, be determined by arbitration conducted in accordance with "Arbitration of Disputes" of this Agreement. Such arbitration shall be commenced by the Service Provider no later than sixty (60) calendar days following the event which entitles the Parties to pursue arbitration unless the Parties agree in writing to an extended time period for commencement of arbitration. Unless otherwise agreed in writing, all Parties shall carry on the Services and perform their duties during any arbitration proceedings, and City shall continue to make payments for the Services in progress as required by this Agreement.

18. 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, Service Provider or technical information or data, photographs, notes, letters, emails or any original works of authorship created by

CITY CONTRACT NO. 2026-159 7
Service Provider or its subcontractors or subcontractors in connection with Services performed under this Products
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 irrespective 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 Agreement, including written information which City will cause to be distributed for either internal or public circulation, including both preliminary and final drafts, shall be delivered to City in both printed and electronic form, or as may be specified in Exhibit A. When this Agreement is terminated, Service Provider agrees to return to City all documents, drawings, photographs and other written or graphic material, however produced, that it received from City, its contractors or agents, in connection with the performance of its Services under this Agreement. All materials shall be returned in the same condition as received.

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 giving 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 Provider 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 this Agreement, City shall pay Service Provider the reasonable value of the Services rendered by Service Provider pursuant to this Agreement prior to termination of this Agreement. City 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 financial information that, in the judgment of the City Manager, is necessary to determine the reasonable value of the Services rendered by Service Provider prior to termination. In the event of a dispute as to the reasonable value of the Services rendered by Service Provider prior to termination and the Parties are unable to agree upon said amount within sixty (60) calendar days following the date of the notice of termination by City, such dispute may, upon the request of either Party, be resolved by arbitration conducted in accordance with "Arbitration of DIsputes" of this Agreement.

CITY CONTRACT NO. 2026-159 8
C. Except as provided in this Agreement, in no event 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 may not be adequately performing its obligations under this Agreement or may fail to complete the Services as required by this Agreement, City may submit a written request to Service Provider for written assurances of performance and a plan to correct observed deficiencies in Service Provider's 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, the other Party shall thereupon have the right to cancel the Agreement by giving written notice and specifying the effective date of such cancellation. If City cancels this Agreement for breach and it is subsequently determined that Service Provider did not fail to substantially perform its obligations in accordance with this Agreement, then cancellation for breach by City shall be deemed, and treated, as termination for convenience.

Neither Party waives the right to recover damages against the other for breach of this Agreement, including any amount necessary to compensate City for all detriment proximately caused by 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:
is committed to ensuring that all qualified individuals have a full and fair opportunity to compete in all phases of the hiring process and promotion, and to enjoy the benefits of employment with the City.

All employees and applicants shall receive equal consideration and treatment in employment without regard to race, color, religion, gender, sexual orientation, national origin, age, disability, genetic information, marital status, amnesty, or status as a covered veteran in accordance with applicable feder In addition, all agreements with sub-contractors will include language as required by the Office of Federal Contract Compliance Programs (OFCCP) that requires sub-contractors to maintain equal employment opportunity policies, and, as necessary, affirmative action policies.

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 for Services related to the Project, shall be decided by arbitration before a single arbitrator in accordance with the provisions of Sections 1281 to 1284.2 of the Ca Arbitration Laws
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

CITY CONTRACT NO. 2026-159 9
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 rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

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

The Parties shall jointly appoint an arbitrator within fifteen (15) calendar days of the date of giving 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.

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

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

B. All parties to the arbitration shall be entitled to the discovery procedures as provided in Section 1283.05 of the California Code of Civil Procedure.

C. The arbitration shall be commenced and conducted as expeditiously as possible consistent with affording reasonable discovery as provided herein.

D. These additional rules shall be implemented and applied by the arbitrator.

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

24. INSURANCE COVERAGE:

During the Term, the Service Provider, at its own cost and expense, shall maintain in full force and effect policies rating of no less than A-:VII and will provide City with written proof of said insurance. 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 the amount of no less than Two Million Dollars ($2,000,000.00) per occurrence, Four Million Dollars ($4,000,000.00) general aggregate, and Two Million Dollars ($2,000,000.00) products and completed operations for bodily injury, personal injury, and property damage. The general aggregate limit shall apply separately to this Project or the general aggregate shall be doubled.

CITY CONTRACT NO. 2026-159 10

24.2. WORKERS' COMPENSATION INSURANCE AND EMPLOYER'S LIABILITY:

One Million Dollars
($1,000,000.00) per accident, with a One Million Dollars ($1,000,000.00) policy limit for bodily injury by disease, and a One Million Dollars ($1,000,000.00)

24.3. PROFESSIONAL LIABILITY:

Service Provider shall maintain professional liability insurance that insures against professional errors and omissions that may be made in performing professional services in the amount of no less than Two Million Dollars ($2,000,000.00) per claim and in the aggregate or greater if appropriate for the Service Provider's profession. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to City, its elected and or the Service Provider shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claims administration and defense expenses.

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 One Million Dollars ($1,000,000.00) or greater per accident for owned, leased, hired, and non-owned, borrowed automobiles.

24.5. UMBRELLA OR EXCESS POLICY:

Service Provider 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 underlying Commercial General Liability and automobile Liability insurance. No insurance coverage or policies rimary 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 Service Provider liability, Service Provider hereby agrees to waive subrogation which any insurer of Service Provider may acquire from Service Provider by virtue of the payment of any loss. The commercial general liability policy, automobile liability policy, and wo endorsed to contain a waiver of subrogation in favor of City for all work performed by Service Provider, its agents, employees, independent contractors and subcontractors. Service Provider shall provide written proof of waiver of subrogation in the Certificate of Insurance. Additionally, Service Provider agrees to obtain any available endorsements that may 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 rrent for the Term of the Agreement and

CITY CONTRACT NO. 2026-159 11
compensation insurance, all of the insurance policies required in this Agreement shall: (a) provide that the policy written notice to City of such cancellation, expiration, or reduction and each policy shall be endorsed to state such; (b) name City, an
work or operations performed by or on behalf of Service Provider and shall be endorsed to state such; (c) 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- -insurance
it; (e) contain standard separation of insured provisions; and (f) state that any failure to comply with reporting or other provisions of the policy including breaches of warranties shall not affect the coverage provided to City.

26. INDEMNIFICATIONS:

26.1. INDEMNIFICATION FOR PROFESSIONAL LIABILITY:

When the law establishes a professional standard of care for any portion of the Services provided under this Agreement, to the fullest extent permitted by law. Service Provider shall defend with legal counsel reasonably acceptable to Ci
cost, damage, injury (including, without limitation, 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, representative or agent of Service Provider, or anyone that Service Provider such Liabilities are caused in whole by the sole negligence, active negligence, or willful misconduct of City or Provider, the Service Provider waives any and all rights of any type of express or implied indemnity against City

26.2. INDEMNIFICATION FOR OTHER THAN PROFESSIONAL LIABILITY:

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 and all of its elective and appointive boards, officers, officials, agents, employees or volunteers from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of 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 Provider 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.

27. LIABILITY OF CITY:

Notwithstanding any other provision of this Agreement, in no event shall City be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including,

CITY CONTRACT NO. 2026-159 12
but not limited to, lost profits or revenue, arising out of or in connection with this Agreement or the Services performed in connection with this Agreement.

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
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 behalf 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 transaction, 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 person or transmitted by certified mail, postage prepaid. Any Party 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: Will Richards, Acting Municipal Services Director 156 S. Broadway, Suite 270
Turlock, California 95380
With courtesy copies to:

Attn: Katie O. Lucchesi, City Attorney
156 S. Broadway, Suite 230
Turlock, California 95380-5456
If to Service Provider: Microbac Laboratories, Inc.

Attn: Mario D'Onofrio, Technical Manager
2300 Maryann Drive
Turlock, CA 95380

CITY CONTRACT NO. 2026-159 13

32. CITY CONTRACT ADMINISTRATOR:
and contact person for this Agreement is:

Raquel Brasil, Staff Services Technician
156 S. Broadway, Suite 270
Turlock, California 95380
Telephone: (209) 668-5590 x 4412
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 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.

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

39. DRAFTING AND AMBIGUITIES:

Each Party acknowledges that it has reviewed this Agreement with its own legal counsel, and based upon the advice of that counsel, freely entered into this Agreement. Each Party has participated fully in the review and

CITY CONTRACT NO. 2026-159 14
revision of this Agreement. Any rule of construction that ambiguities are to be resolved against the drafting Party does not apply in interpreting this Agreement.

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

43. EXECUTION AND COUNTERPARTS:

This Agreement may be executed simultaneously, and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. The Parties agree that this Agreement and any other documents to be delivered in connection herewith may be electronically signed 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.

44. AUDIT:

City shall have access at all reasonable times to all reports, contract records, contract documents, contract files, an

45. ENTIRE AGREEMENT:

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

48. SUCCESSORS AND ASSIGNS:

CITY CONTRACT NO. 2026-159 15
All representations, covenants, and warranties specifically set forth in this Agreement, by or on behalf of, or for the benefit of, any or all of the Parties hereto, shall be binding upon and inure to the benefit of such Party, its successors and assigns.

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 pursuant to "Arbitration of Disputes" of this Agreement, including action for declaratory relief, is brought to enforce or interpret provisions of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.

51. NECESSARY ACTS AND FURTHER ASSURANCES:

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

52. TIME IS OF THE ESSENCE:

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

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

MICROBAC LABORATORIES, INC., a Pennsylvania
corporation
CITY OF TURLOCK, a California municipal corporation
**signature_141050**

SIGNATURE
Mario D'Onofrio

FULL NAME
Technical Manager
TITLE
**date_signed_141050**

DATE SIGNED
**signature_141057**

SIGNATURE
Christopher Fisher

FULL NAME
Acting City Manager
TITLE
**date_signed_141057**

DATE SIGNED
APPROVED AS TO SUFFICIENCY:
**signature_141054**

SIGNATURE
Will Richards

FULL NAME
Acting Municipal Services Director
TITLE
**date_signed_141054**

DATE SIGNED
APPROVED AS TO FORM:
**signature_141055**

SIGNATURE
Katie O. Lucchesi

FULL NAME
City Attorney
TITLE
**date_signed_141055**

DATE SIGNED
ATTEST:

**signature_141056**

SIGNATURE
Nichole Fiez

FULL NAME
City Clerk
TITLE
**date_signed_141056**

DATE SIGNED

Exhibits List
A - Price_Proposal
B - Methodology for Scope of Work
C - Exhibit_A_Addendum
D - Laboratory_Staff_Organization_and_Responsibilities

Exhibit A Price_Proposal

Request For Proposal #2026-RFP-016
Title: Laboratory Analysis Services 9
SB 1383 requirements are not applicable to this solicitation.

SECTION 13: PRICE PROPOSAL

CONVENTIONAL
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
1 Ammonia as N mg/L SM4500NH3- C or
equivalent
1 28 days 60
2 Hardness, Total (as CaCO3) mg/L EPA 200.7 2.5 6 months 20 3 Methylene active blue substances (MBAS) mg/L SM5540C 0.05 48 hours 14 4 Turbidity NTU SM2130B 0.1 24 hours 15
5 BOD, 5-day mg/L SM5210B 2 6 hours 35
6 Fecal Coliform Organisms MPN/
100mL
SM9221E <1.8 6 hours 14
7 Total Coliform Organisms MPN/
100mL
SM9221B <1.8 6 hours 30
8 Total Coliform Organisms MPN/
100mL
SM9223B <1 6 hours 60
9 E. coli Organisms MPN/
100mL
SM9223B <1 6 hours 60
10 Heterotrophic Plate Count (HPC) CFU/ mL SM9215B or
equivalent
1 8 hours 20
11 Nitrate as N mg/L EPA 300 0.25 48 hours 82
12 Nitrite as N mg/L EPA 300 0.4 48 hours 24
13 Nitrate plus Nitrite as N mg/L EPA 300 0.2 48 hours 24 14 Total Kjeldahl Nitrogen (TKN) mg/L SM4500NH3- B,B2.5 7 days 12 15 Total Suspended Solids (TSS) mg/L SM2540D 5 7 days 35 16 Total Dissolved Solids (TDS) mg/L SM2540C 10 7 days 12 17 Total Solids (TS) mg/L SM2540B 10 7 days 24
18 pH Std. units SM4500H+B 0.1 Analyze
immediately
(0.25 hour)
20 $42.00
$184.00
$33.60
$25.20
$33.60
$50.40
$50.40!
$42.00!
$46.20
$42.00!
$25.20
$25.20
$54.60
$33.60
$42.00
$21.00
$21.00
$16.80

Request For Proposal #2026-RFP-016
Title: Laboratory Analysis Services 10
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
19 Temperature °C SM2560B 0.1 Analyze
immediately
(0.25 hour)
20 20 Specific Conductance (EC) µmhos/cm SM2510B or
equivalent
1 28 days 20

PRIORITY POLLUTANT METALS & CYANIDE
Line Item Constituent Unit Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
21 Antimony µg/L EPA 200.8 0.5 6 months 24
22 Arsenic µg/L EPA 200.8 1 6 months 60
23 Beryllium µg/L EPA 200.8 0.1 6 months 24
24 Cadmium µg/L EPA 200.8 0.1 6 months 24
25 Chromium (Total) µg/L EPA 200.8 0.5 6 months 24
26 Chromium (III) µg/L [CALC] 0.5 6 months 24
27 Chromium (VI) µg/L EPA 218.6 0.5 6 months 24
28 Copper µg/L EPA 200.8 0.5 6 months 60
29 Lead µg/L EPA 200.8 0.5 6 months 60
30 Mercury ng/L EPA 1631E 0.5 28 days 24
31 Nickel ug/L EPA 200.8 1 6 months 24
32 Selenium ug/L EPA 200.8 1 6 months 24
33 Silver ug/L EPA 200.8 0.25 6 months 24
34 Thallium ug/L EPA 200.8 1 6 months 24
35 Zinc ug/L EPA 200.8 1 6 months 24
36 Cyanide ug/L SM4500CN
E
5 24 hours 24

SEMI AND NON-VOLATILE ORGANICS
$12.60
$16.80
$28.60
$28.60
$28.60
$28.60
$28.60
$16.00
$92.40
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$162.75
$80.00

Request For Proposal #2026-RFP-016
Title: Laboratory Analysis Services 11
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
37 2-Chlorophenol ug/L EPA 625.1 2 7 days 24
38 2,4-Dichlorophenol ug/L EPA 625.1 1 7 days 24
39 2,4-Dimethylphenol ug/L EPA 625.1 1 7 days 24
40 2-Methyl-4,6- Dinitrophenol ug/L EPA 625.1 5 7 days 24 41 2,4-Dinitrophenol ug/L EPA 625.1 5 7 days 24
42 2-Nitrophenol ug/L EPA 625.1 2 7 days 24
43 4-Nitrophenol ug/L EPA 625.1 10 7 days 24
44 3-Methyl-4-Chlorophenol ug/L EPA 625.1 1 7 days 24
45 Pentachlorophenol (PCP) ug/L EPA 625.1 1 7 days 24
46 Phenol ug/L EPA 625.1 1 7 days 24
47 2,4,6-Trichlorophenol ug/L EPA 625.1 2 7 days 24
48 Acenapthene ug/L EPA 625.1 0.5 7 days 24
49 Acenaphthylene ug/L EPA 625.1 0.2 7 days 24
50 Anthracene ug/L EPA 625.1 2 7 days 24
51 Benzidine ug/L EPA 625.1 5 7 days 24
52 Benzo(a)anthracene ug/L EPA 625.1 2 7 days 24
53 Benzo(a)pyrene ug/L EPA 625.1 2 7 days 24
54 Benzo(b)fluoranthene ug/L EPA 625.1 2 7 days 24
55 Benzo(ghi)perylene ug/L EPA 625.1 0.3 7 days 24
56 Benzo(k)fluoranthene ug/L EPA 625.1 2 7 days 24
57 Bis (2- chloroethoxy) methane ug/L EPA 625.1 2 7 days 24 58 Bis (2-chloroethyl) ether ug/L EPA 625.1 1 7 days 24 59 Bis (2- chloroisopropyl) ether ug/L EPA 625.1 2 7 days 24 *
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

Request For Proposal #2026-RFP-016
Title: Laboratory Analysis Services 12
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
60 Bis (2- ethylhexyl) phthalate ug/L EPA 625.1 1 7 days 24 61 4-Bromophenyl phenyl ether ug/L EPA 625.1 2 7 days 24 62 Butylbenzyl phthalate ug/L EPA 625.1 2 7 days 24
63 2-Chloronaphthalene ug/L EPA 625.1 2 7 days 24
64 4-Chlorophenyl phenyl ether ug/L EPA 625.1 2 7 days 24 65 Chrysene ug/L EPA 625.1 2 7 days 24
66 Dibenzo (a,h) anthracene ug/L EPA 625.1 0.2 7 days 24 67 Diethyl phthalate ug/L EPA 625.1 2 7 days 24
68 Dimethyl phthalate ug/L EPA 625.1 2 7 days 24
69 Di-n-butyl phthalate ug/L EPA 625.1 2 7 days 24
70 2,4-Dinitrotoluene ug/L EPA 625.1 2 7 days 24
71 2,6-Dinitrotoluene ug/L EPA 625.1 2 7 days 24
72 Di-n-octyl phthalate ug/L EPA 625.1 2 7 days 24
73 1,2-Diphenylhydrazine ug/L EPA 625.1 1 7 days 24
74 Fluoranthene ug/L EPA 625.1 0.4 7 days 24
75 Fluorene ug/L EPA 625.1 0.3 7 days 24
76 Hexachlorobenzene ug/L EPA 625.1 1 7 days 24
77 Hexachlorobutadiene ug/L EPA 625.1 1 7 days 24
78 Hexachlorocyclopentadiene ug/L EPA 625.1 2 7 days 24 79 Hexachloroethane ug/L EPA 625.1 1 7 days 24
80 Indeno(1,2,3-cd)pyrene ug/L EPA 625.1 0.3 7 days 24
81 Isophorone ug/L EPA 625.1 1 7 days 24
82 Parachlorometa cresol ug/L EPA 625.1 1 7 days 24
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*

Request For Proposal #2026-RFP-016
Title: Laboratory Analysis Services 13
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
83 Naphthalene ug/L EPA 625.1 0.3 7 days 24
84 Nitrobenzene ug/L EPA 625.1 1 7 days 24
85 N-nitrosodimethylamine ug/L EPA 625.1 5 7 days 24
86 N-nitrosodi-n- propylamine ug/L EPA 625.1 2 7 days 24 87 N-nitrosodiphenylamine ug/L EPA 625.1 1 7 days 24
88 Phenanthrene ug/L EPA 625.1 0.26 7 days 24
89 Pyrene ug/L EPA 625.1 0.4 7 days 24
90 1,2,4-Trichlorobenzene ug/L EPA 625.1 1 7 days 24
91 1,2 Benzanthracene ug/L EPA 625.1 1 7 days 24
92 3,4 Benzofluoranthene ug/L EPA 625.1 1 7 days 24
93 Di(2-ethylhexyl)adipate ug/L EPA 625.1 2 7 days 24

VOLATILE ORGANICS
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
94 Acrolein ug/L EPA 624.1 5 14 days 24
95 Acrylonitrile ug/L EPA 624.1 2 14 days 24
96 Benzene ug/L EPA 624.1 0.5 14 days 24
97 Bromoform ug/L EPA 624.1 0.5 14 days 24
98 Carbon tetrachloride ug/L EPA 624.1 0.5 14 days 30
99 Chlorobenzene ug/L EPA 624.1 0.5 14 days 24
100 Chlorodibromomethane ug/L EPA 624.1 0.5 14 days 30
101 Chloroethane ug/L EPA 624.1 0.5 14 days 24
102 2-Chloroethylvinyl ether ug/L EPA 624.1 1 14 days 24 *
*
*
*
*
*
*
*
*
*
*
**
**
**
**
**
**
**
**
**

Request For Proposal #2026-RFP-016
Title: Laboratory Analysis Services 14
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
103 Chloroform ug/L EPA 624.1 0.5 14 days 24
104 Dichlorobromomethane ug/L EPA 624.1 0.5 14 days 24
105 1,2-Dibromo-3- chloropropane (DBCP) ug/L EPA 504.1 0.01 14 days 24 106 1,2-Dichlorobenzene ug/L EPA 624.1 0.5 14 days 24
107 1,3-Dichlorobenzene ug/L EPA 624.1 0.5 14 days 24
108 1,4-Dichlorobenzene ug/L EPA 624.1 0.5 14 days 24
109 1,1-Dichloroethane ug/L EPA 624.1 0.5 14 days 24
110 1,2-Dichloroethane ug/L EPA 624.1 0.5 14 days 24
111 1,1-Dichloroethylene (DCE) ug/L EPA 624.1 0.5 14 days 24 112 1,2-Dichloropropane ug/L EPA 624.1 0.5 14 days 24
113 1,3-Dichloropropylene ug/L EPA 624.1 0.5 14 days 24 114 cis-1,3- Dichloropropylene ug/L EPA 624.1 0.5 14 days 24 115 trans-1,3- Dichloropropylene ug/L EPA 624.1 0.5 14 days 24 116 Ethylbenzene ug/L EPA 624.1 0.5 14 days 24
117 Ethylene Dibromide (EDB), or 1,2- Dibromoethaneug/L EPA 504.1 0.02 14 days 36 118 Methyl-tert-butyl-ether (MTBE) ug/L EPA 8260 1 14 days 24 119 Methyl bromide (Bromomethane) ug/L EPA 624.1 1 14 days 24 120 Methyl chloride ug/L EPA 624.1 0.5 14 days 24
121 Methylene chloride ug/L EPA 624.1 0.5 14 days 24
122 1,1,2,2- Tetrachloroethane ug/L EPA 624.1 0.5 14 days 24 123 Tetrachloroethylene (PCE) ug/L EPA 624.1 0.5 14 days 24 124 Trichlorofluoromethane ug/L EPA 624.1 0.5 14 days 24 125 Styrene ug/L EPA 8260 1 14 days 24
**
**
*+++
**
**
**
**
**
**
**
**
**
**
**
*+++
***
**
**
**
**
**
**
***

Request For Proposal #2026-RFP-016
Title: Laboratory Analysis Services 15
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
126 Xylenes ug/L EPA 624.1 0.5 14 days 24
127 Toluene ug/L EPA 624.1 0.5 14 days 24
128 trans-1,2- Dichloroethylene ug/L EPA 624.1 0.5 14 days 24 129 1,1,1-Trichloroethane ug/L EPA 624.1 0.5 14 days 24 130 1,1,2-Trichloroethane ug/L EPA 624.1 0.5 14 days 24 131 Trichloroethylene (TCE) ug/L EPA 624.1 0.5 14 days 24 132 Vinyl chloride ug/L EPA 624.1 0.5 14 days 24
133 1,2,3-Trichloropropane (TCP) ug/L SRL 524M- TCP0.005 14 days 48 134 1,2-Dibromo-3-chloropropane (DBCP) ug/L EPA 504.1 0.01 14 days 36 135 Volatile Organics ug/L EPA 524.2 -- 14 days 24

CHLORINATED PESTICIDES & PCBS
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
136 Aldrin ug/L EPA 608.3 0.005 7 days 24
137 alpha-BHC ug/L EPA 608.3 0.005 7 days 24
138 beta-BHC ug/L EPA 608.3 0.005 7 days 24
139 delta-BHC ug/L EPA 608.3 0.005 7 days 24
140 gamma-BHC (Lindane) ug/L EPA 608.3 0.005 7 days 24
141 Chlordane ug/L EPA 608.3 0.1 7 days 24
142 4,4'-DDD ug/L EPA 608.3 0.05 7 days 24
143 4,4'-DDE ug/L EPA 608.3 0.05 7 days 24
144 4,4'-DDT ug/L EPA 608.3 0.01 7 days 24
145 Dieldrin ug/L EPA 608.3 0.01 7 days 24
**
**
**
**
**
**
**
*+++
$138.60
$231.00
****
****
****
****
****
****
****
****
****
****

Request For Proposal #2026-RFP-016
Title: Laboratory Analysis Services 16
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
146 Endosulfan I ug/L EPA 608.3 0.05 7 days 24
147 Endosulfan II ug/L EPA 608.3 0.05 7 days 24
148 Endosulfan sulfate ug/L EPA 608.3 0.05 7 days 24
149 Endrin ug/L EPA 608.3 0.01 7 days 24
150 Endrin aldehyde ug/L EPA 608.3 0.01 7 days 24
151 Endrin ketone ug/L EPA 608.3 0.01 7 days 24
152 Heptachlor ug/L EPA 608.3 0.01 7 days 24
153 Heptachlor epoxide ug/L EPA 608.3 0.01 7 days 24
154 Methoxychlor ug/L EPA 608.3 1 7 days 24
155 PCB 1016 ug/L EPA 608.3 0.5 7 days 24
156 PCB 1221 ug/L EPA 608.3 0.5 7 days 24
157 PCB 1232 ug/L EPA 608.3 0.5 7 days 24
158 PCB 1242 ug/L EPA 608.3 0.5 7 days 24
159 PCB 1248 ug/L EPA 608.3 0.5 7 days 24
160 PCB 1254 ug/L EPA 608.3 0.5 7 days 24
161 PCB 1260 ug/L EPA 608.3 0.5 7 days 24
162 Toxaphene ug/L EPA 608.3 0.5 7 days 24
163 Atrazine ug/L EPA 507 0.5 14 days 24
164 Alachor ug/L EPA 507 1 14 days 24
165 Bentazon ug/L EPA 515.4 2 14 days 24
166 Carbofuran ug/L EPA 531.2 2 28 days 24
167 2,4-D ug/L EPA 515.4 10 14 days 24
168 Dalapon ug/L EPA 515.4 10 14 days 24
****
****
****
****
****
****
****
****
****
****
****
****
****
****
****
****
**** +++
+++
+
++
+
+

Request For Proposal #2026-RFP-016
Title: Laboratory Analysis Services 17
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
169 Dinoseb ug/L EPA 515.4 2 14 days 24
170 Diquat ug/L EPA 549.2 4 7 days 24
171 Endothal ug/L EPA 548.1 45 7 days 24
172 Molinate (Ordram) ug/L EPA 507 2 14 days 24
173 Oxamyl ug/L EPA 531.2 20 28 days 24
174 Picloram ug/L EPA 515.3 1 14 days 24
175 Simazine (Princep) ug/L EPA 507 1 14 days 24
176 Thiobencarb ug/L EPA 525.3 1 14 days 24
177 2,4,5-TP (Silvex) ug/L EPA 515.4 2 14 days 24

OTHER CONSTITUENTS
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
178 Chlorpyrifos ug/L EPA
625.1M

0.015 14 days 24
179 Diazinon ug/L EPA
625.1M

0.1 14 days 24
180 2,3,7,8-TCDD (Dioxin) ug/L EPA 1613B 0.000005 30 days 24 181 Aluminum ug/L EPA 200.8 50 6 months 24
182 Asbestos MFL EPA
100.1/100.2
2 48 hours 14
183 Iron ug/L EPA 200.8 50 6 months 29
184 Manganese ug/L EPA 200.8 10 6 months 29
185 Oil and Grease mg/L EPA 1664A 5 28 days 25
186 Methylmercury ng/L EPA 1630 0.05 6 months 14
187 Magnesium mg/L EPA 200.7 1 6 months 24
+
+++
++
+
+++
$155.40
+
++++
++++
$28.60
$252.00
$28.60
$28.60
$92.40
$300.00
$18.60
$365.00
$183.75
$204.75

Request For Proposal #2026-RFP-016
Title: Laboratory Analysis Services 18
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
188 Barium ug/L EPA 200.8 10 6 months 29
189 Boron ug/L EPA 200.8 100 6 months 29
190 Phosphorus, Total as P mg/L SM4500P E 0.05 28 days 40 191 Chloride mg/L EPA 300 5 48 hours 29
192 Potassium mg/L EPA 200.7 1 6 months 12
193 Sodium mg/L EPA 200.7 1 6 months 12
194 Tributyltin ug/L GC/MS by
Krone, et al,
1989

0.005 7 days 14
195 Total Alkalinity as CaCO3 (including
alkalinity series)
mg/L SM2320B 20 14 days 12
196 Cation-Anion Balance % SM1030E -- -- 12
197 Fluoride ug/L SM4500-F
C

0.1 28 days 24
198 Calcium mg/L EPA 200.7 1 6 months 24
199 Molybdenum ug/L EPA 200.8 5 6 months 24
200 Sulfate mg/L EPA 300 1.3 28 days 24
201 Sulfide (as S) mg/L SM4500S F 1 7 days 24
202 Sulfite (as SO3) mg/L SM4500-
SO3
5 7 days 24
203 Dissolved Oxygen mg/L SM4500-O
G or
equivalent

0.6 Analyze
immediately
(0.25 hour)
6 204 Chlorine, Total Residual mg/L SM4500-Cl
D or
equivalent

0.1 Analyze
immediately
(0.25 hour)
180
205 Chlorine, Low Level Total Residual mg/L SM4500-Cl
E or
equivalent

0.05 Analyze
immediately
(0.25 hour)
180
206 Chlorine, Free Residual mg/L SM4500-Cl
D or
equivalent

0.1 Analyze
immediately
(0.25 hour)
180
$28.60
$28.60
$37.80
$21.00
$18.60
$18.60
$25.20
$322.00
$12.00
$21.00
$18.60
$28.60
$21.00
$25.20
$46.20
$16.00
$21.00
$21.00
$29.40

Request For Proposal #2026-RFP-016
Title: Laboratory Analysis Services 19
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
207 Acute ToxiCity Testing % Survival EPA 821-R- 02-012 5th Edition
-- 24 hours 4
208 Chronic ToxiCity Testing (C. dubia) TUc, %
effect
EPA 821-R- 02-013 4th
Edition
-- 24 hours 4
209 % Potash % dry EPA 6010B 0.1 6 months 6
210 Soluble % Potash % STLC
6010B

0.002 6 months 6
211 Aluminum mg/Kg EPA 6020B 5 6 months 6
212 Antimony mg/Kg EPA 6020B 0.5 6 months 6
213 Arsenic mg/Kg EPA 6020B 1 6 months 6
214 Barium mg/Kg EPA 6020B 5 6 months 6
215 Beryllium mg/Kg EPA 6020B 0.5 6 months 6
216 Boron mg/Kg EPA 6020B 5 6 months 6
217 Cadmium mg/Kg EPA 6020B 0.5 6 months 6
218 Chromium mg/Kg EPA 6020B 0.5 6 months 6
219 Cobalt mg/Kg EPA 6020B 0.5 6 months 6
220 Copper mg/Kg EPA 6020B 2.5 6 months 6
221 Iron mg/Kg EPA 6020B 5 6 months 6
222 Lead mg/Kg EPA 6020B 0.5 6 months 6
223 Magnesium mg/Kg EPA 6020B 50 6 months 6
224 Manganese mg/Kg EPA 6020B 0.5 6 months 6
225 Molybdenum mg/Kg EPA 6020B 0.5 6 months 6
226 Nickel mg/Kg EPA 6020B 0.5 6 months 6
227 Phosphorus mg/Kg EPA 6020B 50 6 months 6
$32.00
$100.00
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$955.00
$1900.00

Request For Proposal #2026-RFP-016
Title: Laboratory Analysis Services 20
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
228 Potassium mg/Kg EPA 6020B 50 6 months 6
229 Selenium mg/Kg EPA 6020B 1 6 months 6
230 Silver mg/Kg EPA 6020B 5 6 months 6
231 Sodium mg/Kg EPA 6020B 50 6 months 6
232 Thallium mg/Kg EPA 6020B 0.5 6 months 6
233 Vanadium mg/Kg EPA 6020B 0.5 6 months 6
234 Zinc mg/Kg EPA 6020B 2.5 6 months 6
235 Soluble Aluminum mg/L STLC
6020B

0.1 6 months 6
236 Soluble Antimony mg/L STLC
6020B

0.01 6 months 6
237 Soluble Arsenic mg/L STLC
6020B

0.1 6 months 6
238 Soluble Barium mg/L STLC
6020B

0.01 6 months 6
239 Soluble Beryllium mg/L STLC
6020B

0.01 6 months 6
240 Soluble Boron mg/L STLC
6020B

0.01 6 months 6
241 Soluble Cadmium mg/L STLC
6020B

0.01 6 months 6
242 Soluble Chromium mg/L STLC
6020B

0.1 6 months 6
243 Soluble Cobalt mg/L STLC
6020B

0.1 6 months 6
244 Soluble Copper mg/L STLC
6020B

0.05 6 months 6
245 Soluble Iron mg/L STLC
6020B

0.1 6 months 6
246 Soluble Lead mg/L STLC
6020B

0.1 6 months 6
247 Soluble Magnesium mg/L STLC
6020B
1 6 months 6
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60

Request For Proposal #2026-RFP-016
Title: Laboratory Analysis Services 21
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
248 Soluble Manganese mg/L STLC
6020B

0.05 6 months 6
249 Soluble Molybdenum mg/L STLC
6020B

0.05 6 months 6
250 Soluble Nickel mg/L STLC
6020B

0.05 6 months 6
251 Soluble Selenium mg/L STLC
6020B

0.05 6 months 6
252 Soluble Silver mg/L STLC
6020B

0.1 6 months 6
253 Soluble Thallium mg/L STLC
6020B

0.02 6 months 6
254 Soluble Vanadium mg/L STLC
6020B

0.05 6 months 6
255 Soluble Zinc mg/L STLC
6020B

0.1 6 months 6
256 Gross Alpha pCi/L EPA 900.0 3 6 months 18
257 Uranium pCi/L EPA 200.8 0.67 6 months 9
258 Radium 226 & Radium 228 pCi/L EPA 903.1
& EPA RA- 05
1 6 months 9
259 HAA5 ug/L EPA 552.3 0.1 14 days 150
260 Trihalomethanes (TTHM) ug/L EPA 524.2 0.06 14 days 150 261 Perchlorate ug/L EPA 314 6 28 days 18
262 Total Organic Carbon (TOC) mg/L SM5310C 0.3 28 days 12 263 Dissolved Organic Carbon (DOC) mg/L SM5310C 1 28 days 8 264 Filtering Fee (per set) -- -- -- -- 12
265 Digestion Fee (per set) -- -- -- -- 36
266 Flagging (surcharge %) % -- -- -- --
267 EDT Fee (surcharge %) % -- -- -- --
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$28.60
$67.20
$288.00
$42.00
$50.40
$6.00
$15.00
5%
5%
$140.00
$78.00
$142.80
$190.00

Request For Proposal #2026-RFP-016
Title: Laboratory Analysis Services 22
Line Item Constituent Units Analytical
Method
ML/RL Hold Times Estimated
Annual
Quantity
Unit Cost
268 Excel Reporting Fee (surcharge %) % -- -- -- --
269 Disposal Fee (note if surcharge %, flat fee
per COC or per sample)
- -- -- -- -- SECTION 14: PROPOSAL SUBMISSION REQUIREMENTS

1. Qualifications and Experience*
Upload a document with the following information here:

Provide a brief history of your business entity and project team.

Identify legal form, ownership, and senior officials of company. Identify the name and email of the main contact, including phone number, e-mail address, and the website address (if applicable).

Include Unique Entity Identifier (SAM.GOV)
If proposing a sub-consultant - describe the division of responsibilities between participating parties, and offices (location) that would be the primary participants.

Describe professional experience and number of employees (licensed professionals, technical support) on the proposed project team.
*Response required

2. Methodology Section*
Upload a document with the following information here:

Provide a detailed description of the approach and methodology to be used to accomplish the Scope of Work of this RFP. The Methodology Section should include:

A. An implementation plan that describes in detail the methods, including controls by which your firm or entity manages projects of the type sought by this RFP.

B. Detailed description of efforts your firm or entity will undertake to achieve client satisfaction and to satisfy the requirements of the "Scope of Work" section.

C. Detailed description of specific tasks you will require from City staff. Explain what the respective roles of City staff and your staff would be to complete the tasks specified in the Scope of Work.

D. Proposers are encouraged to provide additional innovative and/or creative approaches for providing the service that will maximize time and cost-effective operations or increased performance capabilities. In addition, the City will consider proposals that offer alternative service delivery means and methods for services desired.
*Response required
5%
$5.00 per
COC

Exhibit B Methodology for Scope of Work

Exhibit C Exhibit_A_Addendum

Exhibit D Laboratory_Staff_Organization_and_Responsibilitie s

City Council Staff Report
June 23, 2026
From: Will Richards, Acting Municipal Services Director Prepared by: David Huff, Water Quality Control Manager
Agendized by: Christopher Fisher, Interim City Manager

1. ACTION RECOMMENDED:

Motion: Awarding RFB No. 13-2026 and approving Contract No. 2027-014 with Univar Solutions USA LLC for the supply and delivery of Sodium Hypochlorite for a period of one (1) year, in a total not to exceed amount of $3,500,000 to be expensed from Fund 410 “Water Quality Control”, Fund 420 “Water”, and Fund 450 “SRWA Operations.”

2. NARRATIVE:

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

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

Bids were issued by BACC on February 19, 2026, on PlanetBids. For Fiscal Year 2026/2027 staff recommends awarding based on BACC pricing.

Chemical Lowest Bidder Unit Cost, UnitsAnnual Usage,
Units
Total Cost, $
Sodium
Hypochlorite
Univar Solutions

USA LLC
$3.49 per lb 856,818 gallons $3,500,000
(w/ 16% contingency)

Agenda Staff Report
6/23/2026
The City’s actual chemical needs will vary based on water quality and treated water/wastewater demands. In addition, the quantities of specific chemicals may be greater than anticipated during periods of low flows and degradation of water source supply. The full budget authority provides the flexibility to respond to these conditions as needed. A 16% contingency was added to the total compensation to cover environmental constraints previously mentioned. Contract terms are modified (July 1 to June 30) to align with the annual BACC solicitation process to ensure there are no interruptions in chemical supplies.

3. FISCAL IMPACT / BUDGET AMENDMENT:

There is no impact to the General Fund as a result of the proposed action. 410-51-530.44005_006 “Chemicals Chlorine”
420-52-550.44005_006 “Chemicals Chlorine”
450-53-550.44005 “Chemicals”

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. Do not approve the agreement. This alternative is not recommended as it could jeopardize service and may put the public health and environment at risk.

B. The City Council could elect to issue its own Request for Proposals (RFP) for the procurement of chemical. However, this alternative would likely not result in a lower bid.

6. ATTACHMENTS:

1. Agreement CC 2027-014 with Univar Solutions USA LLC for Sodium Hypochlorite

City Council Staff Report
June 23, 2026
From: Will Richards, Acting Municipal Services Director Prepared by: Rich Green, Transit Analyst
Agendized by: Christopher Fisher, Interim City Manager

1. ACTION RECOMMENDED:

Motion: Approving an agreement with Zenith Billboards, LLC, of Stockton, California, to sell and maintain advertising on the exteriors of Turlock Transit buses and within bus shelters as defined in RFP No. 25-023, and remit a portion of the sales revenue as defined by the Compensation Proposal of the Consultant’s proposal, and authorizing the City Manager to execute all documents required to implement the proposed action.

2. NARRATIVE:

Since 1998, the City has been contracting with third-party providers for advertising services for the exterior of City transit buses.

On April 3, 2026, City staff released RFP No. 25-023, “RFP for Transit Advertising Program Management” (Exhibit A) for the purpose of obtaining a multi-year, revenue contract with a qualified firm for the development, provision, and management of advertising programs for advertisements on the exterior of City-owned buses and advertisements within dual-sided advertising panels at City-owned bus shelters. This RFP was advertised in accordance with standard City practices, as well as shared via email directly with the incumbent provider and other interested advertising companies.

A three (3) person evaluation committee comprised of City Transit staff was formed to review and rank the proposals in accordance with standard practices. The City of Turlock received one (1) proposal (Exhibit B) from Zenith Billboards, LLC (Zenith), and did not receive a proposal from the existing contractor. The staff committee met on April 30, 2026, to review the proposal and evaluate it based on five (5) categories. See table below:

Criteria Categories Points
Possible
Zenith
Billboards
LLC
Average
Scores
Qualifications & Experience:

Include ability to provide the requested scope of services, recent experience conducting work of similar scope, complexity, and magnitude for other public agencies of similar size, as well as qualifications and experience of key personnel.
20 18

Agenda Staff Report
6/23/2026
Project Understanding & Methodology:

Includes an understanding of the RFP and of the project’s scope of services, operational assets and constraints, and knowledge of applicable laws and regulations related to the scope of services. 20 15
Compensation Proposal 50 41
References 10 8
Total Points 100 82

3. FISCAL IMPACT / BUDGET AMENDMENT:

There is no impact to the General Fund. There is no budget amendment required.

4. ENVIRONMENTAL DETERMINATION:

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

5. ALTERNATIVES:

A. Reject the proposal, not award an agreement to Zenith Billboards, LLC, and direct City staff to manage and implement an advertising program. City staff does not recommend this approach due to lack of expertise needed to manage the complexities associated with advertising programs of this nature.

6. ATTACHMENTS:

1. City Contract No. 2027-025 with Zenith Billboards, LLC

CITY CONTRACT NO. 2027-025 1
{VERSION 2025}
01/2026

AGREEMENT BETWEEN THE CITY OF TURLOCK
and

ZENITH BILLBOARDS, LLC
for

TRANSIT ADVERTISING SERVICES
City Contract No. 2027-025
THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is entered into by and between the City of Turlock, a California municipal corporation (“City”), and Zenith Billboards, LLC, a California limited liability corporation (“Professional”), on this 23rd day of June 2026 (the “Effective Date”). City and Professional may be collectively referred to herein as the “Parties” or individually as “Party.” There are no other parties to this Agreement.

RECITALS
A. City seeks to hire an independent contractor to perform professional services to assist City with the management of transit advertising programs (the “Project”) and outlined the specifications for the Project in a Request for Proposals (Exhibit A).

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

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

D. The Parties have outlined the rates and method of payment to Professional for its performance of the Services under this Agreement, as well as rates and method of payment to City as the owner of the specified transit facilities (“Compensation Schedule”), which shall be included in the Scope of Services in Exhibit B.

CITY CONTRACT NO. 2027-025 2
{VERSION 2025}
01/2026
NOW, THEREFORE, in consideration of the promises and covenants set forth below, the Parties agree as follows:

AGREEMENT

1. Recitals. The recitals set forth above (“Recitals”) are true and correct and are hereby incorporated into and made part of this Agreement by this reference. In the event of any inconsistency between the Recitals and Sections 1 through 53 of this Agreement, Sections 1 through 53 shall prevail.

2. Term. The term of this Agreement shall be five (5) years and will commence on the Effective Date and terminate on the 30th day of June, 2031 (“Term”) unless the Parties mutually agree in writing to terminate the Agreement earlier or extend the Term pursuant to this Agreement.

3. Extension of Agreement. [Intentionally Omitted]

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

5. Work.

5.1. Services. Subject to the terms and conditions set forth in this Agreement, Professional shall provide City the Services described in Exhibit A. Any request for Services not included in Exhibit A will be considered a request for additional or modified Services (“Modification” or “Modifications”).

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

5.3. Professional Requested Modification in Services. Professional shall not be compensated for work outside the Services described in this Agreement, unless, prior to the commencement of the Services:
(a) Professional provides City with written notice that specific work requested by City or required to complete the Project is outside the agreed upon Services. Such notice shall:
(1) be supported by substantial evidence that the work is outside the Services; (2) set forth the Professional’s proposed course of action for completing the work and a specific request for City to approve the Modification to the Services; (3) set forth the Professional’s proposed revisions, if

CITY CONTRACT NO. 2027-025 3
{VERSION 2025}
01/2026
any, to the Completion Schedule; and (4) set forth the Professional’s proposed revisions, if any, to the Compensation Schedule; and
(b) City agrees that the work requires a Modification;
(c) City approves all adjustments, if any, to the Completion Schedule and Compensation Schedule; and
(d) The Parties execute a written amendment to this Agreement describing any Modification, together with any adjustment in the Completion Schedule and Compensation Schedule for Professional’s work.

6. Compensation. For the rights and privileges of placing advertising on City transit facilities, including buses and bus shelters, Professional shall provide compensation to City in accordance with the compensation proposal attached hereto as part of Exhibit A. (a) The term "gross advertising revenue" means all monies, remunerations, and considerations received from the sale of advertising space or services upon or within City transit facilities by Professional in its operations as permitted under this Agreement. (b) "Net advertising revenue" shall mean "gross advertising revenue" less the following:

1. Commissions paid to advertising agencies or sales representatives other than Professional staff, if any, at a rate not exceeding fifteen percent (15%) of gross billings; and

2. The amount of any sales, use, gross receipts, occupational and similar taxes (but excluding income and property taxes) directly imposed by any public agency on the sale or display of advertising under the terms of this Agreement and paid by Professional. (c) Gross advertising revenue shall be calculated on the accrual basis, (i.e. amounts are prorated to the time periods that correlate to the time periods during which the advertising is displayed). Deductions to calculate net advertising revenue (e.g., commissions) shall be amortized over the term of the advertising.
(d) Professional shall not engage in any unpaid self-promotion on City buses, but may engage in self-promotion within advertising panels of applicable bus shelters. (e) In the event that the number of buses, shelters, or other applicable City facilities available for the placement of advertising changes, the minimum guaranteed payment shall be adjusted by a proportionate amount. Any approved reduction in said payment must be directly attributable to a reduction in available advertising space and not due to Professional's

CITY CONTRACT NO. 2027-025 4
{VERSION 2025}
01/2026
business practices or its failure to gain sales revenue. Professional must provide documentation to City that proves to City's satisfaction that Professional's reduction in revenue is due solely to a reduction in available advertising space before City will agree to any reduction in the minimum guaranteed payment. Excluded-from this provision are temporary reductions in available advertising space due to work stoppages, strikes, mechanical failures, accidents, catastrophes, riots, and similar events.
(f) Professional shall provide a monthly statement with names, sizes, quantities and the number of the advertisements which were displayed, the gross revenue earned for the advertisements, and the amount and description of any deductions from gross revenue permitted by this Section.
(g) Beginning January 1, 2027, and continuing every six (6) months thereafter through the duration of the Agreement, Professional shall submit a statement that compares the total of the six (6) monthly guaranteed payments to the amount City would have received if paid the percentage of the net advertising revenue for the prior six (6) months. Any additional amounts owed to City shall accompany a reconciliation schedule. (h) All payments, regardless of their nature, shall be submitted in a timely manner. If a payment is not made to City by the deadline dates required by this Section, then, without any requirement for notice to Professional, Professional shall pay to City a one-time rate charge equal to five percent (5%) of the overdue amount. In addition to incurring late charges, payments due to City shall bear interest from the date due at the rate of one and one half percent (1.5%) per month.

1. If City disputes any items on a statement for a reasonable cause, which includes but is not limited to unsatisfactory service, City agrees to continue to provide advertisement space on the City property until the dispute is settled or the Agreement is terminated.
(i) Records: Professional shall submit dated monthly records to City specifying the date, location and service rendered, and the charge therefore.

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

8. Time of Performance. Professional warrants that it will commence performance of the Services within sixty (60) calendar days of the date the agreement was executed and shall conform to the Completion Schedule. The time of performance is a material term of this Agreement relied on by City in entering into this Agreement.

9. City Assistance to Professional. [Intentionally Omitted]

CITY CONTRACT NO. 2027-025 5
{VERSION 2025}
01/2026

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Professional or Professional’s subcontractors may directly coordinate with and take direction from City’s transit management and operations contractor management staff regarding the installation, maintenance and removal of advertising on transit buses.

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

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

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

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

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

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

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

19. Ownership of Work Product. [Intentionally Omitted]

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

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

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

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

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

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

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

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

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

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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 reasonable time after the claim, dispute, or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitation.

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

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

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

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

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

25.1. Commercial General Liability. Professional shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office (ISO) form CG 00 01, in the amount of no less than One Million Dollars($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) general aggregate, and One Million Dollars ($1,000,000.00) products and completed operations for bodily injury, personal injury, and property damage. The general aggregate limit shall apply separately to this Project or the general aggregate shall be doubled.

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

25.3. Professional Liability. [Intentionally Omitted]

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

25.5. Cyber Liability Insurance: [Intentionally Omitted]

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

25.7. Waiver of Subrogation. With the exception of professional liability, Professional hereby agrees to waive subrogation which any insurer of Professional may acquire from Professional by virtue of the payment of any loss. The commercial general liability policy, automobile liability policy, and workers’ compensation policy shall be endorsed to contain a waiver of subrogation in favor of City for all work performed by Professional, its agents, employees, independent contractors and subcontractors. Professional shall provide written proof of waiver of subrogation in the Certificate of Insurance. Additionally, Professional agrees to obtain any available endorsements that may be necessary to effectuate this waiver of subrogation.

26. Additional Insurance Requirements. Within five (5) days of the Effective Date, Professional shall provide City with certificates of insurance and amendatory endorsements for all of the policies required under this Agreement (“Certificates and Endorsements”). Such Certificates and Endorsements shall be kept current for the Term of the Agreement and Professional shall be responsible for providing updated copies. With the exception of the workers’ compensation insurance, all of the insurance policies required in this Agreement shall: (a) provide that the policy will not be cancelled, allowed to expire, or materially reduced in coverage without at least thirty

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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 a carrier will not provide the required notice of cancellation, the Professional shall provide written notice to the City no later than ten (10) days before cancellation; and (b) name City, and City’s Agents as additional insureds with respect to liability arising out of Services, work or operations performed by or on behalf of Professional and shall be endorsed to state such; (c) name City of Turlock as a certificate holder (d) cover products and completed operations of Professional, premises owned, occupied, or used by the Professional, or automobiles owned, leased, or hired or borrowed by the Professional; contain no special limitations on the scope of protection afforded to City; (e) allow and be endorsed primary with respect to any insurance or self-insurance programs covering City or City’s Agents and any insurance or selfinsurance maintained by City or City’s Agents shall be in excess of Professional’s insurance and shall not contribute to it; (f) contain standard separation of insured provisions; and (g) state that any failure to comply with reporting or other provisions of the policy including breaches of warranties shall not affect the coverage provided to City.

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

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

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

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

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

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

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

If to City: City of Turlock
Attn: Christopher Fisher, Department Director
156 S. Broadway, Suite 150
Turlock, California 95380
With courtesy copies to: City of Turlock, City Attorney’s Office Attn: Katie O. Lucchesi, City Attorney
156 S. Broadway, Suite 230
Turlock, California 95380-5456
If to Professional: Zenith Billboards, LLC
Attn: Andy Rodriguez
P.O. Box 690632
Stockton, California 95269

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

Rich Green
City of Turlock, Transit Division
1418 N. Golden State Blvd., Suite 1
Turlock, California 95380
Telephone: (209) 669-2800
E-mail: [email protected]

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

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

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

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

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

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

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

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

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

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

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

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

46. Entire Agreement. This Agreement, together with its specific references, attachments, and exhibits, constitutes the entire agreement of the Parties with respect to the subject matters hereof and supersedes any and all prior negotiations, understanding, and agreements with respect hereto, whether oral or written. 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.

47. Supersedes Prior Agreement. It is the intention of the Parties hereto that this Agreement shall supersede any prior agreements, discussions, commitments, or representations, whether written, electronic or oral, between the Parties with respect to the subject matter of this Agreement.

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

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

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

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

52. Necessary Acts and Further Assurances. The Parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement.

53. Time is of the Essence. Time is of the essence in this Agreement for each covenant and term of a condition herein.
[Signatures on Following Page]

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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.

ZENITH BILLBOARDS, LLC, a
California limited liability corporation
By:

Print Name:

Title:

Date
CITY OF TURLOCK, a California
municipal corporation
By:

Christopher Fisher, Interim City Manager
Date:

APPROVED AS TO SUFFICIENCY:

By:

Will Richards, Acting Municipal Services
Director
APPROVED AS TO FORM:

By:

Katie O. Lucchesi, City Attorney
ATTEST:

By:

Nichole Fiez, City Clerk
Andres Rodriguez
Owner
06/10/2026

REQUEST FOR PROPOSALS (RFP) NO. 25-023
FOR

TRANSIT ADVERTISING SERVICES
RFP ISSUED: 4/3/26
PROPOSALS DUE: 4/23/26 3:00 PM
PROPOSAL SUBMITALS TO:

CITY OF TURLOCK
Attn: PURCHASING
156 S. BROADWAY, SUITE 270
TURLOCK, CA 95380
Exhibit A Page 389 of 866

INTRODUCTION
The City of Turlock is accepting proposals from qualified firms to develop, implement, and manage a revenue-generating advertising program on City owned transit amenities such as buses and bus shelters, as well as future transit amenities if and when they are implemented by the City in the future. All interested parties are required to submit proposals in accordance with the conditions and dates outlined in this Request for Proposals (RFP). City of Turlock will utilize the “Best Value” method of procurement, in conformance with applicable procurement guidelines. Respondents to this RFP should demonstrate an understanding of the work to be performed.

BACKGROUND
In the heart of California’s Central Valley, Turlock is the second largest city in Stanislaus County located 100 miles south of Sacramento, CA covering an area just over 16 square miles with a population of over 73,000. Turlock is a General Law City that operates under the Council/Manager form of government.

The City of Turlock’s Municipal Services Department, Transit Division, administers the City’s transit services (“Turlock Transit”), which provides safe, reliable, and affordable transportation to the residents of Turlock and the nearby community of Denair, California.

Turlock Transit manages three public transportation services:
 Fixed-Route Service operating along seven routes throughout Turlock, connecting residential areas with employment centers, shopping districts, medical facilities, educational institutions, and recreational destinations. (See Appendix A – Fixed Route System Map)
 ADA Paratransit Service providing accessible, reservation-based transportation for eligible individuals within ¾ of a mile of fixed routes.  On-Demand Service, a same-day general public demand-response program serving Turlock and Denair, including connections to the Turlock-Denair Amtrak Station. (See Appendix B – Demand Response Service Area Map)
Turlock Transit serves an area of approximately 16 square miles, operating Monday through Friday, 6:00 a.m. to 9:00 p.m., and Saturdays, 9:00 a.m. to 7:00 p.m.

All fixed-route services originate and terminate at the Roger K. Fall Transit Center, which also functions as a regional hub for Stanislaus Regional Transit Authority (StanRTA) and the Transit Joint Powers Authority for Merced County (The Bus). Operations and maintenance activities occur primarily at the Transit Center and the City of Turlock Corporation Yard.